General Terms and Conditions
Nanovation-GS Demo Unit
1. General: These General Terms and Condition (these “T&Cs”) apply to the receipt, handling and use by any recipient (“You” or “Recipient”) of a demo unit of SenseGuardTM (the “Demo Unit”), an investigational, innovative nanosensor-based wearable device that enables non-invasive monitoring of critical respiratory parameters derived from patients' tidal (normal) breathing (the “Device”) developed by Nanovation G.S. Ltd., an Israeli company, with offices at 2 Khuri St., Haifa, 3304508 (“Nanovation”). By Your receipt or use of the Demo Unit, You hereby consent to these T&Cs.
2. Limited Use: Recipient may only use the Demo Unit for the sole purpose of evaluating its interest in entering into a collaboration with Nanovation with respect to the Device and/or in using the Device in its business or clinical operations (the “Evaluation”), and will not reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form, the Demo Unit and/or its software’s source code. Recipient will not transfer the Demo Unit to any third party outside its organization without Nanovation's prior written consent. Upon Nanovation's request, You shall promptly return the Demo Unit to Nanovation and the license below shall be revoked.
3. License. Nanovation hereby grants Recipient a limited, non-exclusive, non-transferable, non-sublicensable license to use the Demo Unit solely to perform the Evaluation as permitted in these T&Cs. Without limiting the generality of the foregoing, You agree and undertake not to: (i) sell, lease, sublicense or distribute the Demo Unit, or any part thereof, or otherwise transfer the Demo Unit or allow any third party to use the Demo Unit in any manner; (ii) modify, enhance, make derivative works of, reproduce, republish or copy any part of the Demo Unit and/or the source code or algorithms therein; (iii) place the Demo Unit's software onto a server so that it is accessible via a public network; (iv) remove, deface, obscure or otherwise modify any copyright or other proprietary notices included on or in the Demo Unit; or (v) represent that You possess any proprietary interest in the Demo Unit or the Device, or allow any of the foregoing.
4. No Clinical Use: Recipient acknowledges and confirms that currently the Device is not approved for clinical use, marketing or sale by any regulatory authority, and Recipient will not, under any circumstances, use or enable any third party to use the Demo Unit (or any part thereof) in humans, or FOR clinical or commercial purposes.
5. Warranties. The demo Unit is provided “as-is”, without any representations or warranties. Nanovation does not warrant that use of the Demo Unit will be uninterrupted or operate error free, nor does Nanovation make any warranty as to any results to be obtained from the Evaluation.
6. Intellectual Property Rights. The Device and Demo Unit and all intellectual property rights therein or in any improvement or modification thereto, are and shall remain the sole property of Nanovation.
7. Limitation of Liability. THE EVALUATION IS AT RECIPIENT'S SOLE RISK AND LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL NANOVATION BE LIABLE FOR ANY LOSS, DAMAGE, COST OR EXPENSE ARISING FROM THE PERFORMANCE OF THE EVALUATION OR RECIPIENT'S USE OF THE DEMO UNIT.
8. Miscellaneous. These T&Cs constitute the entire agreement between Nanovation and Recipient with respect to the receipt and use of the Demo Unit, but shall not derogate from or otherwise affect any confidentiality or other agreement between Nanovation and Recipient. These T&Cs may not be modified or amended and no waiver hereunder may be made without the express written consent of Nanovation. In the event that any of the provisions of these T&Cs shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these T&Cs shall otherwise remain in full force and effect.
9. Governing Law; Jurisdiction. These T&Cs shall be governed by the laws of the State of Israel, exclusive of its conflicts of laws provisions. Nanovation and Recipient irrevocably submit to the exclusive jurisdiction of the competent courts located in Tel-Aviv-Jaffa, Israel for the purpose of any dispute, action or proceeding, arising out of or relating to these T&Cs, the Evaluation and/or the receipt or use of the Demo Unit.