ACADEMIC LICENSE AGREEMENT

ACADEMIC LICENSE AGREEMENT

THIS LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN THE ACCREDITED ACADEMIC INSTITUTE IDENTIFIED IN THE APPLICABLE APPLICATION FORM AND ORDER CONFIRMATION (AS SUCH TERMS ARE DEFINED BELOW) (THE “ACADEMIC INSTITUTE”) AND ARCH-INTELLIGENCE LTD. (THE “COMPANY”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE APPLYING FOR A LICENSE TO USE THE COMPANY’S “ENVIRONMENT FOR AUTODESK® REVIT®” SOFTWARE, VIA THE COMPANY’S ACEDEMIC LICENSE APPLICATION FORM, AVALIABLE AT THE “APPLICATION FORM”. ANY USE OF THE “ENVIRONMENT FOR AUTODESK® REVIT®” SOFTWARE, INCLUDING THE SOFTWARE’S BINARY CODE, COMPILATION OF DATA, AND ANY ASSOCIATED MATERIALS, SPECIFICATIONS AND DOCUMENTATION AND ANY REVISIONS, MODIFICATIONS, ENHANCEMENTS, UPDATES AND/OR UPGRADES THERETO (HEREINAFTER “SOFTWARE”) ARE AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, UNLESS THE PARTIES HAVE EXECUTED A SEPARATE AGREEMENT IN WRITING, SIGNED BY BOTH PARTIES WHICH EXPRESSLY SUPERSEDES THIS AGREEMENT.

PLEASE NOTE THAT THE SOFTWARE IS INTENDED FOR INTEGRATION WITH AUTODESK® REVIT®, HOWEVER THIS AGREEMENT SOLELY CONCERNS THE SOFTWARE AND DOES NOT GOVERN THE USE OF ANY OTHER PRODUCTS AND/OR SERVICES SUPPLIED BY AUTODESK INC. OR OTHERWISE. FOR THE AVOIDANCE OF DOUBT, THE COMPANY SHALL NOT BEAR ANY RESPONSIBILITY FOR ANY AND ALL MATTERS WHICH ARE NOT RELATED DIRECTLY TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE ACADEMIC INSTITUTE’S USE OF AUTODESK® REVIT® OR ANY OTHER PRODUCTS OF AUTODESK, INC. THE ACADEMIC INSTITUTE IS SOLELY RESPONSIBLE FOR OBTAINING ALL NECESSARY LICENSES TO USE AUTODESK® REVIT® AND PAYING ALL APPLICABLE FEES TO AUTODESK IN CONNECTION WITH SUCH LICENSES.

BY SUMMITTING THE APPLICATION FORM AND/OR DOWNLOADING, INSTALLING, OPERATING, ACCESSING OR OTHERWISE USING THE SOFTWARE, OR ANY PORTION THEREOF, YOU HEREBY EXPRESSLY AND EXPLICITLY ACCEPT, ON BEHALF OF THE ACADEMIC INSTITUTE, THIS AGREEMENT, AND AGREE, ON BEHALF OF THE ACADEMIC INSTITUTE, TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT POSSESS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ACADEMIC INSTITUTE, OR IF THE ACADEMIC INSTITUTE IS NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT SUBMIT THE APPLICATION FORM OR DOWNLOAD, INSTALL, OPERATE OR OTHERWISE USE THE SOFTWARE.

1. Application.

The Company provides Academic Institutions an opportunity to obtain a license to use the Software for academic teaching purposes and to distribute licenses for use of the Software by Students (as defined below) enrolled at the establishment during and for the purpose of their academic studies, all as further detailed below, and subject, amongst others, to the following terms and conditions:

1.1. The Academic Institute’s use of the Software and the licenses granted hereunder are subject to the submission of a complete Application Form by the Academic Institute and the approval of said application by the Company, which shall be granted at the Company’s sole discretion. For the avoidance of doubt, the Company does not guarantee that all applications will be accepted and it is not obligated to justify its refusal to accept any application. If the Company approves the Application Form and agrees to grant one or more of the licenses detailed in this Agreement, the Company shall issue to the Academic Institute an order confirmation form, which will specify, inter-alia, the type and number of licenses granted, the term of such licenses and any additional terms and conditions which the Company deems appropriate (the “Order Confirmation”).

1.2. The Academic Institute hereby represents and warrants that: (I) the information provided via the Application Form is accurate and complete, and that during the term of any applicable license provided under the Order Confirmation, the Academic Institute shall inform the Company, immediately, of any change to the details provided via the Application Form; (II) it is an accredited degree-granting educational institution or a secondary school, college, vocational institution and/or other non-commercial educational institution offering recognized courses of study or leading to an accredited diploma; (III) the execution of this Agreement and/or the EULA (as defined below) does not violate any other agreement to which it is bound, or any law, rule, regulation, order or judgment to which it is subject; (IV) it possesses the legal authority to enter into this Agreement, and to fully perform its obligations hereunder; and (V) at all times its use of the Software shall comply with all applicable laws to which it is subject.

1.3. Upon request, the Academic Institute shall furnish the Company with (I) a certification attesting to its academic status and accreditation; and/or (II) a declaration signed by the Academic Institute’s authorized signatories, verifying that the information provided via the Application Form is accurate and complete.

1.4. The Company will use the information provided as part of the Application Form for assessing the Academic Institute’s eligibility to receive the licenses hereunder, for the activation and authentication of the Software, for customer service purposes and for any other legitimate business purpose.

1.5. Unless explicitly stipulated otherwise in the Order Confirmation, each Order Conformation and the licenses granted thereunder shall remain valid for the academic year or any other term identified in the Order Confirmation (the “Academic Year”). At least fifteen (15) days prior to the end of each Academic Year, the Academic Institute must submit to the Company a new Application Form, and if such Application Form is approved by the Company, at its discretion, the Company will issue a new Order Confirmation for the proceeding Academic Year.

1.6. The Company may audit the Academic Institute’s use of the Software to ensure that the information provided via the Application Form is accurate and to ensure that the Academic Institute is in compliance with this Agreement, including the terms of the licenses provided hereunder, the EULA (as defined below) and the applicable Order Confirmation. The Academic Institute will provide the Company with reasonable access to all relevant records and facilities reasonably necessary to conduct such audit. If an audit reveals that Customer (or any Student (as defined below), to the extent applicable) has breached this Agreement and/or the Order Confirmation and/or the EULA, then the Company will invoice the Academic Institute, and the Academic Institute will promptly pay the Company, the applicable fees for use of the Software during the preceding Academic Year, based on the Company’s price list in effect at the time the audit is completed, as well as the Company’s reasonable costs of conducting the audit. The Academic Institute agrees that upon Company’s request, it will furnish the Company with a certification verifying that the Software is being used in accordance with this Agreement, the EULA and the applicable Order Confirmation.

2. The End User License Agreement.

The Academic Institute’s and each Student’s use of the Software is subject to the terms and conditions stipulated in the Software’s End Users License Agreement, available at: the “EULA”. Notwithstanding the foregoing, with respect to the Academic License granted hereunder, the parties hereto agree that Section 1.2 of the EULA (License) shall be replaced with Section 3 hereunder, that Section 5 of the EULA (Limitation of Liability) shall be replaced with Section 12 hereunder and that Section 2 of the EULA (Consideration) shall not apply to the Academic License. In addition, in respect of the Educational License (as defined under the EULA) granted hereunder, the Company hereby agrees that Section 5 of the EULA (Limitation of Liability) shall be replaced with Section 12 hereunder and Section 3 of the EULA (Consideration) shall not apply to such license. Other than as explicitly stipulated under this Section 2, the terms of the EULA shall remain in full force and effect with respect to any use of the Software and nothing in this Agreement shall derogate from any provision of the EULA.

3. Academic License.

Subject to the Company’s approval of the Application Form, the terms of the Order Confirmation and the terms of this Agreement and the EULA, the Company hereby grants the Academic Institute a limited, non-exclusive, non-sublicensable, non-transferable, fully revocable license to download and install the Software on the number of Workstations defined in the Order Confirmation and to use the Software for academic instruction and teaching only, in binary form and in connection with an appropriate Autodesk Software (as such term is defined in the EULA), all during the term stipulated in the applicable Order Confirmation (the “Academic License”). For the avoidance of doubt, use of the Software for non-educational purposes, such as research or commercial purposes under the Academic License is strictly prohibited and the Academic Institute is strictly prohibited from granting Students (as defined below) or any third party remote access to the Software installed on the Academic Institute’s Workstations or permitting the installation of the Software on Student’s personal computers or devices . All other rights in the Software are expressly reserved by the Company.

The term “Workstation(s)” means endpoint computing devices owned or controlled by the Academic Institute (such as computers, workstations, and servers) and which are located on the Academic Institute’s premises.

4. Educational License.

Subject to the Company’s approval of the Application Form, the terms of the Order Confirmation and the terms of this Agreement, the Company hereby grants the Academic Institute a limited, non-exclusive, non-sublicensable, non-transferable, fully revocable license to distribute, during the Academic Year and solely to Students, the number of License Keys identified in the Order Confirmation. Each License Key will enable the Student to receive from the Company (via the Company’s website) a free of charge Educational License to download, install on the Student’s personal computer and use the Software solely for educational purposes and in connection with the Student’s engagement with the Academic Institute, for the duration of the Academic Year. For the avoidance of doubt, use of the Software under the Educational License or the License Keys for non-educational, commercial and/or research purposes is strictly prohibited. The Academic Institute shall take appropriate measures to ensure that it distributes to Students only the number of License Keys as agreed to in the Order Confirmation and that each Student is granted only one License Key. The Academic Institute acknowledges that the provision of any additional License Keys by the Company is subject to the Company sole discretion. The Company reserves the right to request proper Student identification (as determined by the Company, in its sole discretion) to confirm that any person who receives a License Key from the Academic Institute is a Student enrolled in the Academic Institute. The Academic Institute must inform the Company, without undue delay, of any Student who holds a valid License Key received from the Academic Institute and ceased to be a Student at the Academic Institute (and license granted to such Student shall terminate immediately upon said notice).

The term “Student(s)” means all students enrolled at the Academic Institute during the Academic Year, and active faculty members of the Academic Institute who require use of the Software for teaching purposes and in connection with their engagement by the Academic Institute.

The term “Educational License” shall have the meaning ascribed to it under the EULA.

5. The Academic Institute’s Responsibility.

Each user of the Software must agree to, and comply with, the EULA. The Academic Institute shall be responsible for any breach of the EULA and this Agreement by any user of the Software under the Academic License granted to the Academic Institute and/or any Student who received a License Key from the Academic Institute.

6. The License Keys.

The Company will assign the Academic Institute a confidential “Access Key” and any other credentials used by the Company, which permit the Academic Institute to access the Software and similar keys which are intended to be used by Students in order to download the Software from the Company’s website and activate their Educational License (collectively, the “License Keys”). The Academic Institute shall store the License Keys on a secure server with controlled access. The License Keys are the property of the Company. The Academic Institute and/or the Students shall not sell, share, transfer, sublicense or otherwise disclose the License Keys to any third party. The Academic Institute shall contact the Company immediately if the Academic Institute reasonably believes that a Student or any other third party has misused the License Keys or if the License Keys are otherwise disclosed, lost or stolen. The Academic Institute shall be held responsible for any Students’ use of the License Keys not accordance with this Agreement. The License Keys may be revoked if they are compromised, if the Academic Institute or a Student violates any term of this Agreement and/or the EULA and/or the Order Confirmation, or upon termination of this Agreement.

7. Proprietary Rights.

The Software, the License Keys and all intellectual property rights contained therein and/or related thereto, are and will at all times remain the sole and exclusive property of the Company and/or its licensors and are protected by applicable intellectual property laws and treaties. This Agreement does not convey to the Academic Institute an interest in or to the Software and/or the License Keys, but only a limited revocable right to use the Software and/or the License Keys in accordance with the terms of this Agreement, the EULA and the Order Confirmation. If the Academic Institute contacts the Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Software (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have an exclusive, royalty-free, irrevocable, worldwide, perpetual license to use or incorporate such Feedback into the Software and/or other current or future products or services of the Company (without the Student or Academic Institute’s approval and without further compensation to the Student or Academic Institute).

8. Consideration.

The Academic License, the License Keys and the Educational License as offered to the Academic Institute and/or Students under this Agreement are provided free of charge. Notwithstanding the foregoing, the Company reserves the right to charge, in the future, any fees for use of the Software, in its sole discretion, provided that such change shall not affect the valid licenses granted hereunder during Academic Year.

9. Term.

This Agreement is entered into as of the date in which the Academic Institute submits to the Company the Application Form and shall remain in effect for the duration of the Academic Year. Each party may terminate this Agreement at any time, by providing written notice to the other party, provided that the Company may not terminate this Agreement during the Academic Year.

10. Confidentiality.

Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party.

11. No Warranty.

THE SOFTWARE AND THE LICENSE KEYS ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITION OF MERCHANTABILITY, NON-INTERFERENCE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

12. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE ACADEMIC INSTITUTE, ANY USER OF THE SOFTWARE UNDER THE ACADEMIC LICENSE OR ANY STUDENT, IN CONNECTION WITH THIS AGREEMENT, FOR ANY DAMAGE, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ACADEMIC INSTITUTE WILL BE LIABLE FOR ALL DAMAGES, WITHOUT LIMITATION, WHICH ARE CAUSED BY THE ACADEMIC INSTITUTE, THE STUDENTS AND/OR ANYONE ON THEIR BEHALF, RESULTING FROM BREACH OF THIS AGREEMENT AND/OR THE EULA AND/OR FROM ABUSE OF THE SOFTWARE, THE LICENSE KEYS OR THE LICENSES GRANTED HEREUNDER. FOR THE AVOIDNACE OF DOUBT, THE ACADEMIC INSTITUTE HAS NO RIGHT TO CLAIM ANY INDEMNIFICATION BASED ON ITS OR THE STUDENTS’ USE OF SOFTWARE, OR USE BY ANYONE ON THEIR BEHALF.

13. Indemnification.

The Academic Institute agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from Academic Institute and/or Students’ violation of any term of this Agreement (including without limitation any warranties provided herein), the EULA and/or the Order Confirmation.

14. Miscellaneous.

At all times, the parties are independent actors, and are not the agents or representatives of the other. This Agreement is not intended to create an employment, joint venture, partnership, or franchise relationship. This Agreement, together with the EULA and the Order Confirmation constitute the full and entire understanding and agreements between the parties with respect to the subject matter hereof and supersedes any previous agreements and undertakings between them. If there is a conflict between this Agreement and the EULA, the terms of this Agreement shall prevail. No modification, alteration or amendment to this Agreement shall be effective unless in writing and duly signed by authorized representatives of both parties. No failure, delay or forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and powers under this Agreement or operate as a waiver of any breach or non-performance by either party of any of the terms or conditions hereof. This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles relating to conflict of laws. The competent courts of Haifa, Israel shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. The Academic Institute may not assign its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and/or obligations under this Agreement without restriction or notification.

BY ACCEPTING THIS AGREEMENT AS PART OF THE APPLICATION FORM OR OTHERWISE, YOU HEREBY DECLARE AND REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND THE EULA, THAT YOU POSSESS THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO FORM A BINDING AGREEMENT UNDER ANY APPLICABLE LAW ON BEHALF OF THE ACADEMIC INSTITUTE WHICH YOU REPRESENT, AND THAT THE ACADEMIC INSTITUTE AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.