This End User License Agreement (the "License Agreement" or "Agreement") sets forth the terms and conditions governing the use of CogniFit's online products, including but not only, CogniFit Personal Coach™, CogniFit Senior Driver™ and MindFit™ Whiz kids (the "Product/s"). The Products are owned, manufactured and provided to you by CogniFit® Ltd. (hereinafter, "CogniFit", "Licensor" or "We"). Please read the terms and conditions of this Agreement carefully before you proceed with using the Products and any third party information and/or services included therein which is licensed hereunder (not sold) (collectively: the "Services").

From time to time, Licensor may change the terms of this Agreement, including any and all documents, forms and policies incorporated thereto. Substantial changes will take effect 30 days after Licensor has posted an initial notification on Licensor's website at: www.cognifit.com (the "Website"), or on any other relevant web pages on the Website, or sent you a notice with respect to such changes. Other changes will take effect 7 days after their initial posting on the Website, unless Licensor amends the Terms to comply with legal requirements. In such cases the amendments will become effective immediately, or as required.

You agree to be bound by any of the changes made in the terms of this Agreement, including changes to any and all documents, forms and policies incorporated thereto. Continuing to use the Product or will indicate your acceptance of the amended terms. If you do not agree with any of the amended terms, then you must avoid any further use of the Service.

"Product/s" shall mean the object code of the software product and the interface environment made available to you pursuant to this License Agreement and all Intellectual Property pertaining thereto, including, the servers, infrastructure, computer products, software products (including any third party software products), databases, files and data either used to operate the Product or incorporated therein, the system and processes, the documentation, modifications and enhancements. To avoid any doubt, this Agreement shall apply to all versions of the Products; e.g. hard copy and downloadable version.

BY CLICKING THE "I AGREE" BUTTON BELOW, YOU ARE ACCEPTING AND AGREEING TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. If you are not willing to be bound by the terms and conditions of this License agreement, click the "I disagree" button below to terminate Product’s operation. This Agreement constitutes a legal and binding contract between you, either an individual or a single entity on whose behalf you authorized this Agreement (hereinafter, "You" or "Licensee") and CogniFit® Ltd. regarding the Products.

License Grant

Subject to terms and conditions of this Agreement and to the license fees actually paid by You, except for Trial Versions as defined hereinafter and are offered free of charge, Licensor hereby grants to You ONLY, and You accept, a nonexclusive, nontransferable, revocable license to use a copy of the Product herein only as authorized in this License Agreement, for your personal and non-commercial use. Your limited right of use shall automatically expire upon the termination or cancellation of this Agreement, by either party, for any reason.

The Product is licensed as a single product

Other than the rights expressly set forth above, no other right or interest whatsoever in or relating to the Product is hereby transferred or granted to You. Without limiting the foregoing, You may not: (i) reverse engineer, decompile, or disassemble the Product or any part thereof (ii) modify, create derivative works, divide, part or revise the Product, or any part thereof, or otherwise use parts, portions or elements of the Product, standing alone (iii) assign, sublicense, resell, transfer, pledge, loan, lease, rent, or share your rights under this License Agreement to any third party. This License Agreement shall automatically terminate upon the occurrence of the events set forth in (i), (ii), (iii) above.

Trial Versions

A "Trial Version" means a version of a Product which is offered for evaluation, demonstration and review purposes only, for a limited period of time. The following terms apply to Trial Versions only: (i) Trial Versions are offered free of charge and are identified as such; (Iii Trial Versions may have limited functionality and reduced or altered features; (iii) Licensor may define a predetermined amount of time for the operation of Trial Versions; (iv) The proper functionality of Trial Versions may be interrupted for evaluation, review and maintenance purposes; (v) Licensor may terminate the license at any time; introduce new features or functionality from the Trial Versions or remove existing features or functionality thereof, and define and deploy certain grades and priorities schemes;

Licensor's Rights

You acknowledge and agree that the Products are proprietary Products of Licensor, protected under various countries copyright laws and any international copyright treaties, patent laws, trade-secrets law and other intellectual property rights of general applicability. You further acknowledge and agree that between You and Licensor, all right, title, and interest in and regarding the Products, including associated intellectual property rights, are and shall remain with Licensor. This License Agreement does not convey to You an interest in or regarding the Products, but only a limited, revocable right of use, in accordance with the terms of this License Agreement. You shall cooperate fully with Licensor in protecting Licensor‘s rights in the Products. Without limiting the foregoing, You further agrees to notify Licensor promptly in the event that You become aware of any infringement of such rights.

Term

This License Agreement is effective upon your clicking the "I agree" button below and shall continue until terminated, under the terms herein. Licensor may terminate this License Agreement upon the breach by You of any term hereof.

Limited Warranty

EXCEPT WITH RESPECT TO TRIAL VERSIONS OF PRODUCTS, LICENSOR WARRANTS ONLY TO YOU THAT, FOR A PERIOD OF 90 DAYS FOLLOWING YOUR INITIAL USE, THE PRODUCT WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE FUNCTIONAL DESCRIPTION PROVIDED IN THE DOCUMENTATION ACCOMPANYING THE PRODUCT. YOUR EXCLUSIVE REMEDY AND LICENSOR’S ENTIRE LIABILITY UNDER THIS LIMITED WARRANTY SHALL BE, AT LICENSOR'S OPTIONS, TO REPAIR OR REPLACE THE PRODUCT.

LICENSOR WILL NOT EXTEND THE WARRANTY HEREUNDER IN THE EVENT THE PRODUCT OR ANY PART OR COMPONENT THEREOF: (I) HAVE BEEN SUBJECT TO USE IN BREACH OF THIS AGREEMENT, MISUSE, NEGLIGENCE, ACCIDENT OR IMPROPER INSTALLATION, USE OR MAINTENANCE; OR; (II) HAVE BEEN MODIFIED, REPAIRED OR ALTERED BY ANYONE OTHER THAN LICENSOR OR WITHOUT LICENSOR’S PRIOR WRITTEN APPROVAL; OR (III) HAVE BEEN DAMAGED BY CAUSES BEYOND LICENSOR'S CONTROL, INCLUDING BUT NOT LIMITED TO FIRE, EXPLOSION, LIGHTNING, POWER SURGES OR FAILURES, WATER, STRIKES, AND ACTS OF GOD.

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR EXPRESSLY DISCLAIMS ANY OTHER WARRANTY WITH RESPECT TO THE PRODUCTS, SERVICE OR ANY INFORMATION DELIVERED OR SENT BY LICENSOR RELATING TO THE PRODUCTS OR THE SERVICE RELATING TO THEM. THE PRODUCTS AND SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE" BASIS WITHOUT ANY EXPRESS OR IMPLIED GUARANTEE OR ASSURANCE OF QUALITY, RELIABILITY OR FUNCTIONALITY. LICENSOR DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN ANY INSTANCE INVOLVING PERFORMANCE OR NONPERFORMANCE BY LICENSOR WITH RESPECT TO THE PRODUCTS. THE ENTIRE RISK, OR THE MAXIMUM RISK PERMITTED BY THE APPLICABLE LAW, AS TO THE QUALITY, SUITABILITY, USE AND PERFORMANCE OF THE PRODUCTS IS ACCEPTED BY LICENSEE.

THIS PRODUCT IS NOT FAULT TOLERANT AND SHOULD NOT BE USED IN ANY ENVIRONMENT WHICH REQUIRES THIS. LICENSEE HEREBY EXPRESSLY AGREES NOT TO USE OR RELY ON THE PRODUCT FOR ANY APPLICATIONS THAT MAY RESULT IN ANY DAMAGE IF FAILED. THE SECURITY MECHANISMS IMPLEMENTED BY THE PRODUCT HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE PRODUCT SUFFICIENTLY MEETS ITS REQUIREMENTS. YOU WILL NOT HAVE ANY PLEA, CLAIM OR DEMAND VIS-A-VIS LICENSOR IN RESPECT TO THE PRODUCTS' PROPERTIES, ABILITIES, LIMITATIONS OR COMPATIBILITY WITH YOUR NEEDS. LICENSOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT YOU WILL FIND THE PRODUCTS SUITABLE FOR YOUR NEEDS.

THE DOCUMENTS AND GRAPHICS IN THE PRODUCT COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. LICENSOR MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

Limitation of Liability

In no event will Licensor be liable for the provided analysis of the user input or for results relating to the provided user input analysis, its use, or the use of the Products. Without derogating from the above, the feedback and the final test results are provided AS IS. Licensor disclaims any responsibility or liability for the use of the feedback and the final test results and any results obtained from such use. You acknowledge that the use of the feedback and the final test results and the reliance on them are at Your sole risk and depends solely on Your judgment, interpretation and consideration, and that You will be solely responsible in connection with Your use of the Products, feedback and the final test results, and in connection with any decisions based upon interpretations, recommendations and analysis derived from the use of the Products, the feedback and the final test results.

Licensor does not assure that the Products will operate without interruption or errors and will be immune to unauthorized computer access or to damages, malfunctions, or failures in hardware, software or communication lines, both of Licensor and Licensors' providers.

Licensor shall not be liable under any claim related to the Product, including claims in respect of infringements of rights, infringement of patent, copyright, registered design or trademark, and other intellectual property rights. The cumulative liability of Licensor to You for all claims relating to the Products or this Agreement, regardless of the form of action, whether in contract or tort, including negligence, strict liability, or otherwise, will not exceed the total license fees paid by You under this Agreement.

In this section, "Licensor", "We" or "Us" include Licensor's employees, managers, shareholders, affiliates, subsidiaries, business partners, suppliers, other companies within Licensor's group, and anyone on their behalf.

Indemnification

You hereby undertake to defend, indemnify and hold Licensor, its officers, employees, shareholders, affiliates, subsidiaries and anyone acting on their behalf, harmless from and against any claim, action, or demand asserted by any third party and arising from, or otherwise related to, Your use of the Products, or Your breach of this Agreement. Promptly after Licensor has provided You with a notice of such claim, action, or demand, You will reimburse Licensor for any expenses, including court fees, attorney fees and the damages (actual and consequential), which Licensor might endure as a result of Your use of the Products or Your violation of this Agreement.

Compliance with Laws

Licensee shall be solely responsible to comply, at its own expense, with local, state, provincial, national and international laws and regulations, including without limitation laws regarding data protection, security and privacy and with all governmental approvals, licenses, permits and authorizations which may be required with regards to the Licensee’s use of the Product. Notwithstanding and without limiting any of the aforementioned, in no case shall the Licensor be held liable for any liability arising out of Licensee’s failure to comply with any such laws, regulations, approvals, licenses or authorizations.

Availability

Licensor does not warrant or guarantee that the functions or services performed by the Products will be available 24-hours a day, 7-days a week, uninterrupted, timely, secure or error-free, or that any information or data received on or through the Products will be free from any viruses, worms, malware or any other destructive properties, and will not contain any objectionable materials. If your access to the Product is interrupted or a fault or defect occurs which prevents your access to or use of the Product, Licensor will attempt to restore the Product's availability (to the extent determined by Licensor in its sole discretion). Licensor disclaims liability to You for any unavailability of the Product and may refuse your access to the Product, if Licensor believes, that you have violated the terms of this Agreement, or the applicable law.

Privacy Policy

Licensor respects your privacy. Licensor's applicable privacy policy is available at: www.cognifit.com/privacy and is incorporated by reference to this Agreement. The privacy policy explains Licensor's privacy practices and your rights with respect to Licensor's practices.

Trademarks

CogniFit®, CogniFit Personal Coach™, CogniFit Senior Driver ™ and MindFit™ Whiz Kids are trademarks or trade names of Licensor. This Agreement does not grant any right, title or interest in connection with any trademarks, service marks, trade names or other intellectual property owned by the Licensor or any third party, and You agree that no such right, title or interest will be asserted by You with respect to such trademarks, service marks, trade names or other intellectual property.

Export Restrictions

You agree not to export or re-export the Products to any country, person, entity, or end user subject to U.S.A. export restrictions. Restricted countries currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Your export privileges.

Refund

Licensor may provide you with on option to receive fees refund during an initial period of use, with respect to certain Products, or certain schemes of Products use. Licensor may also provide you with further options to receive refunds, during the Terms. All refunds are subjects to the terms of Licensor refund policy. The current version of the policy is available at: http://www.cognifit.com/refund and incorporated by reference to this Agreement.

No Waiver

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

Reservation of Rights

All rights not expressly granted herein are reserved by Licensor.

Governing Law, Jurisdiction

The License Agreement will be governed by and construed in accordance with the laws of the State of New York, U.S.A. Without giving effect to any choice of law or conflict of law rules or provisions, whether Federal, or of the State of New York or of any other jurisdiction, which would result in the application of the laws of a jurisdiction other than the State of New York.

You agree to resolve any dispute or claim that you may have against CogniFit and to submit to personal jurisdiction in the state and federal courts in the city of New York, New York.

Notwithstanding the aforementioned, if the total amount of a pecuniary relief that you seek in a claim against CogniFit is less than $10,000, then you may opt to resolve the dispute by using a provider of an established alternative dispute resolution ("ADR"). The dispute resolution before an ADR provider is subject to a mutual agreement on the identity of the provider, and provided that the dispute will be conducted only by written submissions through e-mail correspondence or other electronic communications, or through telephone conversations, and without the need for personal appearance. Any judgment on the award rendered by the ADR provider may be entered in any court of competent jurisdiction

Interpretation

The paragraph headings herein are solely for the sake of convenience and shall not be applied in the interpretation hereof.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

Assignment

Any attempt by Licensee to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void.

Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR AND SUPERCEDES ANY PROPOSALS OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.