INSTALLED PROGRAM USER LICENSE AGREEMENT (NONEXCLUSIVE; OBJECT CODE ONLY) THIS AGREEMENT (the “Agreement”) is made by and between Ilient Ltd., an Israeli corporation, company number 51-328603-9, having its main place of business at 6 Hamasger St., Or-Yehuda (“Ilient”), and You (“You” and/or the “Licensee”). ILIENT'S SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). ILIENT DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED SOFTWARE TO YOU. BY DOWNLOADING THE SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT. This Agreement shall apply to any Licensed Software (as defined hereunder) made by Ilient. If you choose to use full version of the Licensed Software (the “Full Version”), you will have to fill-in a registration form specifying and stating, inter alia, your details and premises (the “Registration Form”). Each Licensed Software Registration Form will refer to this Agreement by contract Number and will become effective as an integral part of this Agreement upon its execution by both Ilient and the Licensee. 1. The License. Subject to the stipulations and the terms set forth in this Agreement and to the full and accurate fulfillment of your representations and undertakings, Ilient grants you during the term of this Agreement a non-exclusive license to: (i) Install, use and execute the Licensed Software directly on a server (each License is granted per one server), end-user computer(s) and on peripheral equipment related (such as printers, screens etc.) that you own and\or lease at your premises, for your personal use only. (ii) Physically transfer the Licensed Software from one computer to another; store the Licensed Software's machine-readable instructions or data on a temporary basis in main memory, extended memory, or expanded memory of such computer system as necessary for such use and transmit such instructions or data through computers and associated devices at your premises. (iii) Without derogating from any stipulation set forth herein, you may make a single copy of the Licensed Software in machine-readable, object code form, for non-productive backup purposes only, provided that Ilient's proprietary legend is included. 2. The Licensed Software. For the purpose of this Agreement “Licensed Software” shall mean any and all versions of the existing modules of IT management software (“SysAid”) provided by Ilient. 3. Object Code. The Licensed Software is provided in and may be used in machine-readable object code form only. 4. Support & Maintenance. Ilient DOES NOT offer charge free support and or maintenance services and you may not assume any undertaking on behalf of Ilient of any kind or nature with respect to the above. Nevertheless, Ilient may issue from time to time, under its sole discretion, upgrades or improved versions for the current version of the Licensed Software or issue a new version of the Licensed Software from time to time If you choose to use a Full Version of the Licensed Software, Ilient shall support the Licensed Software in the manner specified in the Registration Form 5. Your Responsibilities. You are responsible for selecting a qualified operator for the Licensed Software on your own equipment who is familiar with the information, calculations, and reports that serve as input and output of the Licensed Software. Ilient reserves the right to refuse assistance or to charge additional fees in any case of you seeking its assistance. Ilient assumes no responsibility under this Agreement for converting your data files for use with the Licensed Software. 6. Proprietary Protection and Restrictions. Ilient is and shall remain at all times the sole and exclusive owner of all and any right, title, intellectual property, including but not limited to any and all trademarks, copyrights, whether registered or unregistered, already developed or that will be developed in the future regarding the Licensed Software and any interest in and to the Licensed Software and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to you herein by Ilient. This Agreement does not provide you with title or ownership of the Licensed Software, but only a right of a limited use. You must keep the Licensed Software free and clear of all claims, liens, and encumbrances. Any copies made to the Licensed Software or any distribution of it to any other third party whatsoever is strictly forbidden. 7. Limitation of Liability and Warranty. Ilient's warrants, for your benefit alone, that the Licensed Software conforms in all material respects to the specifications for the current version of the Licensed software which you are now downloading. Ilient is not and shall not be liable to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement and\or to the Licensed Software. Under no event shall Ilient be liable for any direct or indirect, incidental, consequential, special, or exemplary damages or lost profits, to any party, even if Ilient has been advised of the possibility of such damages. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ILIENT DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. You may have additional rights under certain laws (e.g., consumer laws) that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If such laws apply, our exclusions or limitations shall apply to the fullest extent provided by law. 8. Trademarks. “SysAid” is a trademark of Ilient. No right, license, or interest to such trademark is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark. 9. Fees and Payments. This current version of the Licensed Software is a free version. In any case you choose to use the Full Version of the Licensed Software, you will be obligated to pay to Ilient fees, to be calculated, amongst others, according to that number of administrators, end-users and assets using the Licensed Software, as shall be specified in the Registration Form. When due, payments will be made directly to Ilient, under such terms and conditions as shall be resolved from time to time by Ilient. You are solely responsible for payment of any taxes applicable by any law, resulting from your acceptance of this Agreement and\or your possession and use of the Licensed Software, exclusive of taxes based on Ilient's income. You agree to hold harmless Ilient from all claims and liability arising from your failure to report or pay such taxes. Ilient reserves the right to charge for its support and\or maintenance fees on 30 days advance notice (to apply on a prospective basis only). 10. Term of Agreement; Termination. This Agreement and your License of the Licensed Software shall become effective upon downloading this Licensed Software to your computer and the following provisions shall apply (all the following periods shall be defined as the “Term”): (1) With respect to the Free Version – The Term of this Agreement and such License shall be 1 (one) year. Upon the consummation of the initial period, the Term shall be renewed automatically for additional periods of one year each. (2) With respect to the Trail Version – The Term of this Agreement and such License shall be 30 (thirty) days and after such initial period the License shall expire automatically. (3) With respect to the Full Version – The Term of this Agreement and such License shall be 1 (one) year. Upon the consummation of the initial period, the Term shall be renewed automatically for additional periods of one year each. During the Term of this Agreement, each of the Parties may terminate this Agreement and the License at any time under its sole discretion and without any justification to the other party by providing the other Party with 21 (twenty one) days prior written notice. Without derogating from the provisions set forth herein, Ilient shall consider this Agreement terminated immediately upon the occurrence of any of the following events: (i) If the Licensee is in a material breach of its obligations hereunder and has not cured such breach within 7 days of receiving a written notice specifying such breach. (ii) If receivership, liquidation or bankruptcy procedures are initiated against the Licensee, and are not released within 14 days of their initiation; (iii) If any governmental (national, state or local) regulations prevent the continuation of the performance of any party’s obligations under this Agreement. With respect to the Free Version and the Full Version: Upon termination of this Agreement, for any reason whatsoever, all rights granted to you, other than the sole use in the Software, will terminate and revert to Ilient. With respect to the Trial Version: Upon termination of this Agreement, for any reason whatsoever, all rights granted to you will terminate and revert to Ilient. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of your possession or use of the Licensed Software, you must return to Ilient or destroy, all copies of the Licensed Software in your possession (whether modified or unmodified), and all other materials pertaining to the Licensed Software (including all copies thereof). You agree to certify your compliance with such restriction immediately upon Ilient's request. 11. Miscellaneous. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Israel, without reference to conflict of laws principles. Without derogating from the generality of the above, the United Nations Convention on Contracts for The International Sale of Goods shall not apply on this Agreement. You hereby irrevocably subject yourself to the exclusive jurisdiction of the courts located in Tel-Aviv, Israel and both parties hereby irrevocably waive any excuse or argument or defense against such jurisdiction such as forum inconvenient and others. Ilient may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on its site, which we will notify you of only if you provide us with your contact information. We recommend you to enter from time to time to our web site in order to review information concerning such modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED RECEIVING OF OUR SERVICES AND/OR THE USE OF THE LICENSE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A NEW AGREEMENT ON OUR SITE (WHICH WE WILL NOTIFY YOU OF) WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE AND TO SUCH MODIFIED AGREEMENT. Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed and by a certified fax or e-mail. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect. THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF ILIENT'S OBLIGATIONS AND RESPONSIBILITIES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF ILIENT RELATING TO THE SUBJECT MATTER HEREOF.