Zimark Solution and Services – General Terms and Conditions

THIS GENERAL TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNS USE OF ZIMARK SERVICES, INCLUDING ANY PILOT PROGRAM.

1. Acceptance of The sale of any services referenced in Zimark’s written proposal to customer, is expressly conditioned upon the terms and conditions set forth below (the “Customer” and “Proposal” accordingly). These Terms and Conditions which are incorporated into and are made an integral part of the Proposal, represent the entire agreement between Zimark and the Customer pertaining to the subject matter of the Proposal and shall supersede all prior oral and written agreements, proposals, communications, and documents (the “Agreement”). Zimark will provide the Solution and Services under this Agreement in accordance with and as described in the Proposal. “Solution” means the Zimark proprietary solution for identifying markers including all associated and related SaaS services, associated Hardware (e.g required cameras and other hardware described in the Proposal), software and technical and operational design, as indicated in an agreed Proposal. “Services” means the software and SaaS services to be provided by Zimark to Customer under this Agreement as more fully described in the Proposal.   

BY ACCEPTING THIS AGREEMENT, BY EXECUTING A PROPOSAL THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. This Agreement was last updated on July 2, 2025. It is effective between Customer and Zimark as of the earlier of any of the foreign: (i) date of Customer’s written acceptance of the Proposal,  (ii) by signing the Proposal, or (iii) by the issuing a Purchase Order in accordance with the Proposal. Zimark reserves the right, at any time, to amend or update the Agreement , at its sole discretion. If Zimark does so, it will post the modified Agreement on its website.

2. Grant of Rights 
   • Subject to this Agreement, Zimark hereby grants Customer during the Term as defined below, a limited, non-exclusive, non-sublicensable and non-transferable right to access and use the Solution, in its designated location (as identified in the Proposal), internally for its own benefit, solely for its intended purposes and in accordance with the terms of this Agreement. The Solution is for Customer’s use only and may not be used for its affiliated companies.  
   • To the extent applicable, proprietary software may be installed on Customer’s servers at its premises or on Customer’s private cloud. In the event such on premises installation is required, the Customer is granted, during the Term the right and license to install, use and operate the software component of the Solution solely for the purpose of using the solution in accordance with the purpose set out in this Agreement, without the right to sublicense, transfer assign or grant any rights to any third party (including any affiliate) in such software component. If any part of the Solution is installed on Customer’s private cloud or any server controlled by Customer, Customer hereby undertakes to provide Zimark with access to the Solution throughout the Term and may not make changes to the installation or implementation of the Solution. Zimark also requires access to data made available by Customer in order to provide certain support services to Customer and manage the operation of the Solution, as well access to certain systems of the Customer.  
   • Except as expressly permitted herein or by Zimark in writing, Customer shall not, directly or indirectly, and shall not allow anyone else to: (i) modify, incorporate into or use the Solution with other software not pre-approved by Zimark, or create derivative works of the Solution or any part thereof; (ii) sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share the Solution, any part thereof, any hardware supplied by Zimark or any of its rights under this Agreement with or to anyone else; (iii) copy or reproduce, distribute or publish the Solution or any part thereof; (iv) use or permit the Solution to be used to perform services for third parties; (v) disclose, publish or otherwise make publicly available the results of any benchmarking of the Solution or any deliverables defined in the Proposal, or use such results for software development activities; (vi) disassemble, decompile or reverse engineer the Solution or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Solution or use the Solution for purposes of competitive analysis; (vii) remove or otherwise alter any of Zimark’s or its licensor’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to the Solution or any deliverables defined under the Proposal; (viii) transfer, export or -reexport the Solution or part thereof or use the Solution in any manner that is prohibited by applicable law, including without limitation, to allow the Solution to use or have access to any information, image, likeness or, marker or  document of a third party without such third party’s approval or in a manner that infringes upon a third party’s intellectual property rights, confidentiality or privacy. 
   • During the Term, Zimark shall have the right to collect, store, use, process and otherwise apply technical, aggregated, statistical or non-personally identifiable data from and through the Solution. All information collected can and shall be used by Zimark at any time during the Term and thereafter for the sole purpose of training, improving or enhancing its Solution and proprietary technology.  
3. Maintenance and Support.  
   • Regular maintenance of the hardware, if necessary, will be performed by the Customer. 
   • Zimark shall make reasonable commercial efforts to provide support to hardware owned by Zimark or software installed and supplied by Zimark. To the extent any hardware owned by Zimark fails to perform as required, Zimark shall be responsible to repair or replace the hardware under its responsibility as sole and exclusive remedy for such failure. All repair activities subject only to reasonable wear and tear. Any further damage shall be the responsibility of the Customer who shall indemnify Zimark for such hardware damage in full at the cost of purchase of a new identical or substantially similar product at Zimark’s reasonable discretion. Repair and support of hardware owned by Zimark shall be subject to suppliers’ warranty. Support hours shall be provided by Zimark as specified in the Proposal. Any additional support beyond the specified hours will be charged at a rate of USD $200 per hour.  
   • Responsibility for the maintenance and support of any hardware purchased by the Customer, including in case such hardware is supplied by Zimark, shall rest solely with the Customer. 
4. IP Ownership, Title and Risk of Loss  
   • All intellectual property rights owned by Zimark or its affiliates as at the effective date of this Agreement, or developed independently of this Agreement (Pre-Existing Works), will be and continue to be owned by Zimark and its affiliates (as the case may be) and, except as expressly provided in this Agreement, the Customer will not acquire any right, title or interest in or to such intellectual property rights. For clarity, the Solution and all components thereof, including all software, hardware, derivatives, enhancements or developments and technology used by Zimark to provide the Services are considered Zimark’s (or its licensors) Pre-Existing Works, no matter when or how developed. 
   • Zimark owns and shall own the Solution and all its components, and all derivatives, enhancements or developments thereof, and all materials or intellectual property Zimark provides to Customer in connection with the Solution.
   • Certain hardware components, such as cameras, servers, etc. may be purchased and supplied by Zimark as detailed in the Proposal. In such case Zimark is responsible to supply the hardware to Customer and Customer is responsible for the installation of the hardware in its premises.  
   • All Zimark’s hardware shall remain owned by Zimark. It is on loan or consignment for the use of Customer only. Zimark retains title to all hardware at all times and Customer shall make no pledge, place or allow to be placed any lien or interest on such hardware which will entitle any third party to have or gain any interest in such hardware. All risk of loss of such hardware, as long as it is installed or is placed in the premises of the Customer, and until their return to Zimark, shall be and remain with Customer. All products and hardware shall be returned at the end of the Agreement for any reason, in good working order and subject only to reasonable wear and tear. Any further damage shall be the responsibility of the Customer who shall indemnify Zimark for such hardware damage in full at the cost of purchase of a new identical or substantially similar product at Zimark’s reasonable discretion.       
   • All hardware owned by Zimark is provided to the Customer solely for the purpose of the provision of the Services to the Customer by Zimark. Customer shall not use the hardware for any other purpose and shall not remove and/or replace and/or change the hardware in any circumstances without the prior approval of Zimark.  
5. Representation and Warranties of each party: 
   • it is duly organized, validly existing and in good standing under the laws of its jurisdiction;  
   • it has full power, authority and right to execute and deliver this Agreement and to perform its obligations;  
   • it has duly executed and delivered this Agreement and it is a valid, binding and enforceable agreement against it; and  
   • by executing and delivering this Agreement and performing its obligations, it does not and will not contravene its constating documents. 
6. Customer’s Responsibilities.  
   • The Customer shall be responsible for the purchase, preparation, and installation of all prerequisite hardware, equipment, and/or software identified as its responsibility in the Proposal, unless otherwise agreed in writing that certain hardware will be owned by Zimark and supplied to the Customer. 
   • Customer shall ensure that at the pre-determined time and location its premises and equipment shall be ready and available to Zimark to perform its obligations and Zimark shall not be liable for failure to provide and services or delay in such services should such delay result from Customer’s failure to meets its obligations and responsibilities. 
   • The Customer shall be solely responsible for ensuring information security and for protecting all data and content accessed, stored, or transmitted via the hardware during the term of this Agreement. Zimark shall not be held liable for any security breaches, data loss, or unauthorized access resulting from the use of the hardware. During the term of this Agreement, the Customer shall implement and maintain appropriate security measures as it deems necessary. 
   • Customer shall appoint a project manager who shall serve as a single point of contact with and for Zimark. 
7. Fees and Payments; Tax    
   • In consideration for the rights and Services regarding the Solution, Customer shall pay Zimark the amounts set out in the Proposal in accordance with the payment terms set forth therein.  
   • Unless otherwise specified in the Proposal all amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice. 
   • The first payment will be made upon the commencement of operations, which will take place on a date agreed upon by both parties after all necessary preparations have been completed. Such approval shall be provided by email.
   • All amounts payable under this Agreement are exclusive of sales, use, value-added, withholding, and other taxes and duties. Customer shall pay all taxes and duties assessed in connection with this Agreement, except for taxes on Zimark’s net income. If required by applicable law to withhold any amount, the Customer shall withhold such amount required and shall transfer the amount to the applicable tax authority. The amount to be paid to Zimark shall be gross-up so that Zimark shall be paid the amount as appears in the Proposal prior to and irrespective of the withholding.
   • All payments not made when due shall bear interest at the rate of the lower of either (i) 1.5% per month, and (ii) the highest interest rate allowed by applicable law, calculated from the date in which payment was first due and until actual payment in full is made. 
8. Term and Termination.
   • Agreement Term: This Agreement will be in force from the date of signing the Proposal and for 12 months (the Initial Term). The Agreement will be renewed each time for an additional 12 months period unless one party gives a written notice to the other party at least 30 days in advance that it does not wish to renew the agreement (each period – the Renewal Term).In the case of a time-limited Pilot Program, the term of the Agreement shall commence on the date of signing the Proposal and continue until the completion of the Pilot.
   • Quoted Pricing. The pricing will be reviewed yearly. During the Initial Term and the first Renewal Term pricing will be as set forth in the Proposal. 
   • Termination: Either party may terminate this Agreement on 15 days’ written notice if the other party materially breaches this Agreement and does not or cannot cure such breach within the notice Either party may terminate this Agreement for any reason upon 30 days prior written notice to the other party.  
   • In case the Agreement is terminated by the Customer for any reason other than Zimark’s material breach within 12 months from the commencement date of the Services (as agreed between the parties) – 
     • If the hardware (i.e., cameras) is owned by Zimark, Zimark shall be entitled to request and receive an early termination fee of NIS 2,200 per gate ordered. 
     • If the hardware (e.g., cameras) was purchased by the Customer, Zimark shall have the right to repurchase  the hardware for a sum of NIS 7,500 per gate ordered. 
   • Upon termination or expiry of this Agreement Customer shall be responsible for doing all of the following:  
     • If the Customer has not previously purchased the hardware, the Customer shall have the option to either: (i) Purchase the hardware from Zimark at a mutually agreed price; or (ii) Return to Zimark all of its property and equipment in Customer possession, including all cameras, rigging, servers, etc. which have been provided by Zimark less reasonable wear and tear. In the event of return of Hardware, Customer shall be solely responsible for all costs associated with the de-installation, packaging, and return shipping of Hardware to Zimark’s designated warehouse. If Customer fails to return any Hardware within thirty (30) days following the termination or expiration of this Agreement for any reason, Customer shall pay Zimark the full cost of replacement of new and comparable Hardware;  
     • Immediately cease use of the Solution and the markers created for the use with the Solution and remove the software component, if any, installed on its servers or premises;  
     • Return all Confidential Information to Zimark;  
     • In no event will termination relieve the Customer of its obligation to pay any fees owed to ZIMARK for the period prior to the effective date of termination.

9. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN, THE SOLUTION, SERVICES AND (IF APPLICABLE) ALL HARDWARE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS WITHOUT ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZIMARK DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZIMARK DOES NOT WARRANT THAT THE SOLUTION’S OPERATIONS WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE OR THAT ERRORS/BUGS ARE REPAIRABLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOLUTION OR RESULTS OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE RELIABILITY AND USEFULNESS OF THE SOLUTION AND ITS USE ARE BASED ON AND DEPEND ON THE MANNER IN WHICH CUSTOMER USES THE SOLUTION, FOR EXAMPLE THE MANNER IT APPLIES THE MARKERS, THE LOCATION OF CAMERA’S AND THE MAINTENANCE OF THE EQUIPMENT IN CUSTOMER’S PREMISES, AS WELL AS MAY BE DEPENDENT ON THIRD PARTY SERVICES AND EQUIPMENT. THEREFORE ZIMARK DOES NOT WARRANT THAT THEY ARE CORRECT, COMPLETE, ACCURATE OR RELIABLE.  

10. Limitation of Liability. 
    • EXCEPT AS DESCRIBED IN SECTION 10.2 BELOW, ZIMARK OR ITS AFFILIATES WILL NOT PAY OR BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOST PROFITS AND LOST REVENUES, OR LOSS OF GOODWILL, AND EXCEPT AS DESCRIBED IN SECTION 10.2, ZIMARK’S AND ITS AFFILIATES LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PROPOSAL IS LIMITED TO THE TOTAL THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ZIMARK UNDER AN APPLICABLE PROPOSAL DURING THE 12 MONTHS PRECEDING THE DATE IN WHICH A CLAIM IS FIRST MADE. IF NO SUCH AMOUNT IS PAYABLE AT THE TIME OF LIABILITY ARISING THEN THE TOTAL AGGREGATE LIABILITY SHALL NOT BE GREATER THAN $5,000. THIS SECTION APPLIES IRRESPECTIVE OF THE NATURE OF CAUSE OF ACTION, DEMAND OR CLAIM, INCLUDING BUT NOT LIMITED TO: BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, AND WILL SURVIVE A CONTRACTUAL REPUDIATION OR BREACHES OF THIS AGREEMENT OR OF ANY REMEDY IN THIS AGREEMENT. 
    • THERE IS NO LIMITATIONS OF LIABILITY FOR PERSONAL INJURY OR DEATH TO ANY INDIVIDUAL OR DAMAGE TO TANGIBLE PROPERTY RESULTING FROM GROSS NEGLIGENCE BY ZIMARK OR ITS PERSONNEL.  
11.  Insurance. Customer must maintain reasonable insurance coverage for all equipment and hardware in its possession or installed at its premises which has not been purchased by Customer or owned by Customer under the Agreement, and all other insurances relevant to the services provided by Zimark. On request, Customer will provide details of its insurance coverage and copies of insurance certificates to Zimark.  
12. Confidentiality. During the Term each party may have access to certain non-public or proprietary information or materials of the other party, whether in tangible or intangible form, including the Solution (“Confidential Information”). Confidential Information will not include information or material which the receiving party (“Receiving Party”) can demonstrate: (a) was in the public domain at the time of disclosure by disclosing party (“Disclosing party”) to the Receiving Party hereunder; and/or (b) became part of the public domain after disclosure by Disclosing Party to the receiving party hereunder, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession at the time of disclosure by the Disclosing Party hereunder; (d) was rightfully disclosed to the Receiving Party by a third party having the lawful right to do so; and/or (e) was independently and rightfully developed by the Receiving Party without (direct or indirect) use of, or reliance upon, Disclosing Party’s Confidential Information. In the event that Receiving Party is required to disclose Confidential Information of Receiving Party pursuant to any law or governmental or judicial order, Receiving Party will promptly notify Disclosing Party in writing of such law or order and reasonably cooperate with Disclosing Party in opposing such disclosure or obtaining such other protective measures. In any event, such disclosure made pursuant to this paragraph will be made solely to the extent required by such law or order (as the case may be). Receiving Party will use Disclosing Party’s Confidential Information solely for the purpose of performing its obligations and/or exercising its rights under this Agreement and will not disclose Confidential Information to any third party, except to its employees or subcontractors that have a need to know such information and that are bound by obligations at least as protective as provided herein. Receiving Party will promptly notify Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Disclosing Party Confidential Information.  
13. Privacy and Data Protection. During the course of this Agreement and the performance of the duties hereunder, Zimark may receive or otherwise collect and/or process certain personal information, including but not limited to personal information of Customer’s employees, clients, contractors and/or suppliers. Zimark shall collect and/or process all such personal information in accordance with Zimark’s privacy and data protection practices as described in ZIMARK’s Privacy Policy available at https://www.zimark.io/privacy-policy/, and subject to applicable laws.  Without derogating from any provision of the Privacy Policy, the Customer acknowledges and agrees to be fully responsible for obtaining and maintaining all required consents, approvals, permits, licenses and/or permissions to allow Zimark to collect and/or process the personal information. Customer shall fully and completely indemnify and hold Zimark harmless from any claim of any third party in connection with or relating to the receipt, use, process or storage of personal information. Customer irrevocably agrees that any limitation of liability under this Agreement shall not apply to Customer’s indemnification obligation pursuant to this Section 13.    
14. Force Major. Neither party hereto shall be held responsible or liable for any delay or failure in performance hereunder resulting from any cause beyond its reasonable control. In the event of any material delay, the relevant party shall notify the other party and specify the revised schedules as soon as practicable. 
15. Miscellaneous: Assignment: Neither party may assign this Agreement without the other’s prior written consent. Either party may assign this agreement without consent to any entity that purchases all or substantially all of a Party’s rights, obligations, assets, voting rights, shares or securities as part of a merger or acquisition transaction.  Governing Law: The laws of the State of New York govern this Agreement and the parties submit to the exclusive jurisdiction of the courts of competent jurisdiction in New York, NY. For Israeli Customers, this Agreement is governed by the laws of Israel, and the parties submit to the exclusive jurisdiction of the courts in Haifa, Israel. Waiver: Any delay or failure by either Party to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. Either Party may waive a specific right or remedy in writing. Any waiver will be effective only in the specific instance and for the purpose for which it is given. Survival: Sections 4 (IP Ownership, Title and Risk of Loss), 8 (Term and Termination), 10 (Limitation of Liability), 12 (Confidential Information) and any other provisions of this Agreement that by their terms or nature survive the termination or expiry of this Agreement or any Proposal. Entire Agreement: This Agreement is the entire agreement between the parties and supersedes any other agreement between the parties which predates this agreement. Amendment: This Agreement may only be amended in writing and when signed by the Parties. Use of Customer name: Notwithstanding anything herein to the contrary, Zimark may use the name of the Customer and the performance of the Services in marketing and publicity materials, as an indication of its experience.