TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions of Service (“Terms”) specify the scope and terms and conditions of the provision of the software services available by Lynxight Ltd.

SERVICES AND LICENSE
1. The services feature an AI system (the “System”) that connects to onsite CCTV Cameras in order to: (a) provide alerts of swimmer distress behaviour, drowning risk and pool overcrowding; and (b) track swimmer count, location and density for water surface analytics (collectively: the “Services”).
2. The Customer manages swimming pool(s) or is otherwise in control thereof and wishes to receive the Services from the Company (the “Pool”). The Company shall provide the Customer with a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable (subject to the terms hereof) license to access and use the System, as defined in the Agreement, which is the Company proprietary software, and all documentation related thereto, solely for the utilisation within the Customer’s pools (the “License”).
SETUP
1. HARDWARE COMPONENTS AND INSTALLATION
  The Customer is responsible for obtaining and maintaining, at its own expense, any equipment, hardware, tools, machinery, and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, cameras, servers, switches, access points, etc. In the event the Customer chooses to engage with a hardware provider approved by the Company (“Company Provider”), the Customer shall sign a separate agreement with the Company Provider directly. The Company shall guide the Customer or the Company Provider, as applicable, regarding setup considerations, including infrastructure, cabling, installation, and use of existing Customer infrastructure. smartwatches, and live web application presenting dashboard information and video content.
2. SYSTEM SETUP AND ACTIVATION SCHEDULE. The Company shall enable the Services in accordance with the below schedule:
  1. Site survey and plan – conducted and provided by the Company Provider.
  2. Camera and system setup – performed subsequently to the site survey.
  3. System learning phase – The Company shall run internal tests to fine-tune system performance at the Customer site.
  4. System activation and onboarding in accordance with the Agreement (the “Go-Live”).
OPERATING CONDITIONS
The Services require that the Customer provides: (i) a clear field-of-view and sufficient lighting conditions for the cameras; (ii) uninterrupted connectivity between the cameras and the server; (iii) Wi-Fi coverage in the Pool area and; (iv) the presence of a qualified staff member on behalf of the Customer which has undergone proper training to use the system. The Customer understands and acknowledges that the lack of any of these requirements may hinder or prevent a fully functional operation of the Services.
REPRESENTATIONS AND WARRANTIES
1. The Company hereby represents and warrants to the Customer that:
  1. The Services comply with applicable laws and privacy regulations, including without limitation the Australian Privacy Principles (APP), Data Protection Act 2018 (DPA 2018), and the General Data Protection Regulation 2016/679, as well as international pool safety standards such as ISO 20380 and DIN 94.05.
  2. It holds a registered database, in accordance with the Israeli Privacy Protection Law, 1981, identified by reg. no. 700067180.
  3. Videos are stored for a period of up to 7 days (subject to applicable law).
  4. All data collected by the Company is secured and monitored by Robin Data GmbH (https://www.robin-data.io/en/), an external professional service provider that continuously ensures data protection and privacy commitments are met in full. For the avoidance of doubt, transmitted data is not intended to include any personally identifiable user information. Any related data included in the transmitted data shall not be personally identifiable by the Company.
  5. It retains sufficient insurance coverage for the provision of the Services.
  6. It shall provide reasonable notice prior to any scheduled or expected interruption to the provision of the Services.
  7. It may monitor the Services utilisation by the Customer for system improvements and internal analytics purposes.
  8. It shall provide training, maintenance and support, as detailed below under Exhibit A.
2. The Customer hereby represents and warrants before the Company that:
  1. It shall appoint a single point of contact to lead the ongoing engagement with the Company and handle basic troubleshooting and support issues regarding Services.
  2. It shall only allow authorised persons, who have received appropriate training and have obtained an official certificate for successfully completing the training, to utilise the Services.
  3. It shall be responsible for periodically testing the System in accordance with the Company’s testing procedures.
  4. It shall provide physical access, to the Customer site and Pool area and to the System physical components, as necessary. Such visits shall be pre-coordinated.
  5. It acknowledges and agrees that the Pool(s) in which the Services are provided will serve as “reference site(s)” for marketing purposes.
  6. It shall immediately inform the Company of any error or malfunction or data security breach detected in connection with the Services, as well as of any structural change in the pool or its surroundings which may affect the System’s proper function (e.g. blocked camera viewpoints).
  7. All data collected as part of the Services is owned by the Customer, who hereby grants the Company permission to utilise such data for further development of the Services and for demonstration purposes, provided however, that any user data collected and utilised by the Company for the latter purpose is anonymised.
  8. It will not, directly or indirectly, permit anyone to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services (including the License or the System provided thereunder); (ii) modify, translate, or create derivative works based on the Services; (iii) make the Services available to any person other than the Customer’s employees and agents, which are required to have access to the Services as part of their position, and which are duly authorised by the Customer to make such use (the “Personnel”), provided, however, that the Customer shall remain at all times fully liable for any breach and/or violation of this Agreement, including any misuse of the Services by the Personnel; (iv) use and exploit the Services for timesharing or service bureau purposes, for the benefit of a third party, and/or for any other purpose other than the Purpose; and (v) remove any proprietary notices or labels.
  9. It will comply with, and use the Services only in compliance with applicable laws and regulations, including such laws related to data privacy and the transmission of technical or personal data. The Customer acknowledges that the company exercises no control over the content of the information transmitted by the customer or the personnel through the services. The Customer will indemnify and hold harmless the Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of Services. The Company may prohibit any use of the Services made by the Customer if it believes may be, or alleged to be, in violation of the foregoing.
  10. Failure to conform in full with the provisions of this Section 4 shall be deemed a material breach of this Agreement, entitling the Company to immediately terminate the Agreement.
CONFIDENTIALITY AND PROPRIETARY RIGHTS
1. Each Party (in this Section 5, the “Receiving Party”) understands that the other Party (in this Section 5, the “Disclosing Party”) has disclosed or may disclose certain highly confidential information and data relating to the business and operation of the Disclosing Party.
2. “Confidential Information” (of the Company) includes, without limitation, any and all confidential and proprietary information of, or concerning, the Company, the Agreement and these Terms, the Services, the License, and the Company’s products, developments, designs, employees, agents, contacts, customers and suppliers, which has been or is in the future disclosed to or otherwise acquired by the Customer and/or its Personnel, including but not limited to any and all specifications, research, product plans, products, pricing, procedures, markets, inventions, patents or patent applications, processes, technical data, know-how, ideas, hardware, hardware configuration information, software, procedures platforms, studies, marketing or financial data, documents, data, formulas, plans, concepts, tests, drawings, applications, designs and trade secrets, methods, processes and related equipment, business operations and plans, notes, memoranda, summaries, analyses, compilations, and all embodiments of any of, and any other data or information (in whatever form), as well as improvements and know-how related thereto including without limitation the existence and substance of any discussions between the parties and the terms of any transaction. “Confidential Information” (of the Customer) includes non-public data provided by the Customer to the Company, as to allow and enable the provision of the Services. The failure of any Confidential Information to be marked or otherwise labelled as confidential or proprietary information shall not affect its status as Confidential Information.
3. Restrictions. The Receiving Party shall: (i) hold Confidential Information in strict confidence (ii) take reasonable precautions to protect the Disclosing Party’s Confidential Information, and at least the same degree of care that it takes to protect its own Confidential; (iii) prevent unauthorised use of the Confidential information and ensure that Confidential information is not copied, distributed, disseminated or made available in any way or form by Receiving Party without the prior written consent of Disclosing Party; (iv) not disclose, discuss, communicate or transmit Confidential Information to others (other than those Personnel necessary for the performance, on a need to know basis) of the Purpose and then only so long as such Personnel bound by confidentiality and non-disclosure obligations at least restrictive as these Terms); and (v) use Confidential Information solely for the Purpose. Without derogating from the generality of the above, in no event shall the Receiving Party, directly or indirectly, reverse engineer, de-compile or disassemble, Confidential Information, or allow any of the above. and provided further, that the Receiving Party shall remain, at all times, liable for any Confidential Information of the Disclosing Party disclosed to or obtained by such Receiving Party’s individuals.
4. Exclusions from Definition and Legal Process. The Disclosing Party agrees that the foregoing shall not apply to any information that the Receiving Party can provide tangible evidence that (i) is or becomes generally available to the public; or (ii) was in its possession or known by it prior to receipt from the Disclosing Party; or (iii) was rightfully disclosed to it without restriction by a third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party; or (v) is required to be disclosed by law, regulation, judicial or administrative order or request by a governmental or other body authorised by law to make such request, provided, however, that the Receiving Party, if required to make such disclosure, shall have given prompt written notice to the Disclosing Party to enable it to seek a protective order or otherwise prevent or contest such disclosure.
5. Ownership of Information. Each Party shall own all rights, title and interest in and to its Confidential Information. Furthermore, the Company shall own and retain all rights, title and interest in and to (i) the Services, the intellectual property included under the Services and any and all improvements, enhancements, modifications, upgrades, derivative works and feedback related thereto and intellectual property rights therein; (ii) any software, platform, applications, inventions or other technology developed in connection with the Services; and (iii) all intellectual property rights related to any of the foregoing. In addition, the Company shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancements requests, recommendations or other feedback provided by the Customer relating to the operation of the Services. Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of the Services and affiliated systems and technologies (including, without limitation, information concerning the Customer’s Confidential Information and data derived therefrom), and the Company will be free (during and after the Term) to (i) use such information and data to improve and enhance its services (including the Services) and for other development, diagnostic and corrective purposes in connection with such services and other Company offerings; and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
6. Materials and Marks. Further to the above, all content associated with or resulting from the Services, including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the “Materials”), and the trademarks, service marks and logos contained therein (the “Marks”), is the property of the Company and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. All other Marks apparent under the Services are the trademarks, service marks, or logos of their respective owners.
PAYMENT OF SERVICES FEE
1. Setup Cost. Shall be paid directly to the hardware and/or installation provider in accordance with the terms agreed between those parties.
2. Subscription Fee. Shall be paid in accordance with the terms of the Agreement, for so long as it remains in full force and effect. The Subscription Fee shall be paid regardless of the Customer’s use of the Services. In the event the Agreement is terminated, the relative portion of the Subscription Fee shall be refunded in accordance with the unused term of the same year for which the payment had been received in full.
3. Force Majeure. An event that is caused beyond the reasonable control of the Company or the Customer shall include strikes, lockouts, labour troubles, pandemics, natural disasters, war, inability to procure materials, failure of power, governmental restrictions, action, inaction, or delays occasioned by governmental authorities, or reasons of a like nature not the fault of the Parties (“Force Majeure“). Should the Customer shut down its pools for a prolonged period of at least 30 consecutive days due to a Force Majeure event, the Subscription Fee shall be not be charged until the pools reopen, and the Customer shall be credited with the relative portion of the period during which the Force Majeure took place.
4. Fees. All fees payable under the Agreement are specified in Australian Dollars and are exclusive of any taxes, levies and other costs mandated by law (as applicable), which shall be borne by the respective party to which such costs apply.
5. Finance Charge. Unpaid amounts are subject to a finance charge of 0.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, in addition to all collection expenses.
6. Modifications. The Company may modify the scope of its services and related subscription fees from time to time. Any such change shall take effect on the lapse of the applicable Term and the Company shall provide the Customer with reasonable notice of such change.
7. Failure to conform in full with the provision of this Section shall be deemed a material breach of the Terms entitling the Company, at its discretion, to (a) immediately terminate the Agreement, or (b) terminate any special price discounts or payment terms which have been granted to the Customer.
TERM AND TERMINATION
1. The Agreement shall enter into effect as of the Go-Live date and will remain in effect for a period of 36 months (the “Initial Term”). Following the Initial Term, the Agreement will be renewed automatically for recurring 12-month periods, unless the Customer requests termination at least ninety (90) days prior to the end of the applicable term, then in effect.
2. Cancellation Policy
  The Customer may terminate the Agreement at its own discretion:
  1. During the first 30 days of the service upon written notice, without any Subscription Fee charge.
  2. On the lapse of the 12th month of the Initial Term, by providing a 90-day prior written notice.
3. In the event of a breach by either party hereto, which has not been rectified within 30 days following the date on which said the breaching party received written notice thereof, the non-breaching party shall have the right to terminate the Agreement forthwith without any obligation to provide additional notice.
4. Upon expiration or termination of the Agreement for any reason whatsoever:
  1. The Customer shall pay any and all outstanding fees owed to the Company.
  2. All rights granted to the Customer hereunder (including the License) shall forthwith terminate, expire, and immediately revert to the Company.
5. The provisions set forth under Sections 5, 6.5, 8, 9, 10.10 of these Terms shall survive the expiration or termination of this Agreement, for any reason whatsoever.
WARRANTY AND DISCLAIMER
1. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner, which minimises errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.
2. THE CUSTOMER FULLY UNDERSTANDS AND ACCEPTS THAT THE SYSTEM IS A DECISION-SUPPORT TOOL ONLY, IS NOT GUARANTEED TO BE 100% UNINTERRUPTED OR ERROR-FREE, AND DOES NOT REPLACE THE LIFEGUARD OR OTHER MEASURES NECESSARY FOR THE SAFETY OF SWIMMERS IN THE POOLS. THE COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE SYSTEM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW INCURRED BY THE CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE). THE CUSTOMER FURTHER UNDERSTANDS AND ACCEPTS THAT THE ALERTS PROVIDED AS PART OF THE SERVICES, SHALL NOT BE AVAILABLE IN POOL AREAS (I) IN WHICH THE WATER DEPTH IS LESS THAN 65 CENTIMETERS; (II) WITH DARK FLOOR/WALLS, OR; (III) WITH A TURBULENT WATER SURFACE.
3. CUSTOMER FULLY UNDERSTANDS AND ACKNOWLEDGES THAT THE SYSTEM DOES NOT: (I) REPLACE THE LIFEGUARD OR ANY PERSON ASSUMING RESPONSIBILITY OVER THE SAFETY OF SWIMMERS IN THE POOLS, AND DOES NOT REPLACE ANY RESPONSIBILITIES VESTED WITH THEM; (II) ASSUME RESPONSIBILITY FOR SWIMMER SAFETY IN THE LIFEGUARD’S STEAD; (III) FUNCTION AS AN ALTERNATIVE TO OR BACKUP SYSTEM FOR THE LIFEGUARD; OR (VI) GIVE WAY TO THE REDUCTION OR MODIFICATION OF SAFETY PRACTICES IN AND AROUND THE POOL.
4. NOTWITHSTANDING THE ABOVE, THE COMPANY DOES NOT MAKE ANY WARRANT AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
5. The Company disclaims any responsibility and/or warranty with respect to the hardware components utilised in association with the System.
LIMITATION OF LIABILITY
THE COMPANY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THE SERVICES FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THIS AGREEMENT DURING THE 3 MONTHS PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. IN ADDITION, THE COMPANY SHALL NOT BE LIABLE FOR AND THE CUSTOMER SHALL BE LIABLE AND INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, RESELLERS, EMPLOYEES, OFFICERS, AND DIRECTORS AGAINST- ANY LOSS OR DAMAGE WHATSOEVER THAT MAY OCCUR AS A RESULT OF THE MISUSE, MISHANDLING, USE OTHER THAN IN ACCORDANCE WITH THE COMPANY’S INSTRUCTIONS, NEGLIGENT HANDLING OR OPERATION, USE BY UNAUTHORISED OR UNQUALIFIED USERS, USE OF UNAUTHORISED PARTS, OR ANY ERROR OR OMISSION ON THE PART OF THE CUSTOMER OR ITS PERSONNEL. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, IN THE EVENT THE CUSTOMER USES ANY THIRD-PARTY PARTS THAT ARE UNAUTHORISED BY THE COMPANY, THEN THE COMPANY IS NOT LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER THAT MAY OCCUR AFTER SUCH ITEMS ARE USED BY THE CUSTOMER, INCLUDING ANY PHYSICAL DAMAGES.
MISCELLANEOUS
1. Interpretation. All terms not explicitly defined under these Terms shall have the meaning ascribed to them under the Agreement.
2. Further Assurances. Each of the Parties shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the Parties as reflected thereby.
3. Severability. Any provision of this Agreement is found to be unenforceable or unlawful, and will be ineffective as to such jurisdiction without affecting any other provision of this Agreement. In addition, the parties hereto hereby agree to cooperate with each other and to replace the unlawful provision with a lawful provision that will achieve the same economic result as the provision determined to be unlawful.
4. Exhibits. The Exhibits to the Terms are an integral part hereof. The Company may update the Exhibits, in which event it shall provide reasonable notice to the Customer.
5. Assignment. This Agreement is not assignable, transferable or sub-licensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent.
6. Relations of the Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever.
7. Entire Agreement. The Agreement and Terms including any schedules, exhibits, and appendices thereto constitute the full and entire understanding and agreement between the Parties and shall supersede, in their entirety, any prior agreements or understandings with regard to the subject matters contained herein.
8. Amendments. No amendment of or waiver of, or modification of any obligation under the Agreement and Terms will be enforceable unless set forth in writing and signed by the parties hereto. No delay or failure to require the performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
9. Governing Law. This Agreement shall be exclusively governed by and construed in accordance with the laws (but not the conflict of laws rules) of the State of Israel, and the competent courts of Haifa, Israel, will have exclusive jurisdiction with respect to any dispute arising hereunder. No other court shall have jurisdiction over such matters.
10. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

EXHIBIT A
SERVICE LEVEL AGREEMENT

This Service Level Agreement (the “SLA”) specifies certain information regarding the Services and the level of support, which will be provided by the Company.

SERVICES AVAILABILITY
1. The System runs continuously during pool operation hours excluding scheduled maintenance.
2. Any downtime resulting from outages of third-party connections or utilities or other reasons beyond the Company’s control may adversely affect the operation of the Services.
SCOPE OF SUPPORT SERVICES
1. The support services shall be provided by email or WhatsApp during 08:00-17:00 AEST, Monday-Friday (the “Business Hours” and “Business Days”). Outside Business Hours, as well as on weekends and holidays, the Company shall make its best efforts to address critical and major support issues, as defined in the table below.
2. All service or support requests will be submitted through the support email address ([email protected]) or via WhatsApp (+972-55-9796529), and be issued a support ticket by the Company. Response time for each support ticket is measured from the point an acknowledgment e-mail or WhatsApp message has been sent by the Company to the Customer confirming the receipt of such support ticket.
3. The Company will promptly inform the Customer of any System malfunction detected.
4. The final resolution with respect to each support ticket and any repair or replacement pursuant thereto, shall be solely determined by the Company.
TRAINING
The Company will assist with initial onboarding and implementation of the Services to ensure smooth adoption. This includes:
1. An onsite training session for professionals involved in the operation of the Pool.
2. Online training and competency module for professionals using the System.
3. Access to the Company’s online resource centre, at: https://training.lynxight.com.
SEVERITY LEVELS
All requests for support services are divided according to three levels of severity, as classified by the Company, each with respective response times:

Severity Level	Description	Response time on Support Request
Critical	System failure, where the Customer’s entire ability to use the Services is in jeopardy or unavailable.	Up to 4 Business Hours
Major	System failure, where the Customer’s ability to use the Services is partially inhibited.	Up to 1 Business Day
Minor	System failure, where the Customer’s ability to use the Services may be impacted or inconvenienced, but the Customer can continue business as usual.	Up to 2 Business Days

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Severity LevelDescriptionResponse time on Support RequestCriticalSystem failure, where the Customer’s entire ability to use the Services is in jeopardy or unavailable. Up to 4 Business HoursMajorSystem failure, where the Customer’s ability to use the Services is partially inhibited.Up to 1 Business DayMinorSystem failure, where the Customer’s ability to use the Services may be impacted or inconvenienced, but the Customer can continue business as usual. Up to 2 Business Days

REPRESENTATIVE. The Customer’s single point of contact at each site will cooperate with the Company in connection with each repair or troubleshooting process conducted pursuant to a support ticket. The representative will have the sole authority to act on behalf of the Customer regarding matters pertaining to this SLA.
FORCE MAJEURE. If the Company is delayed or prevented from performing any of its respective obligations in accordance with the timeframes specified under this SLA due to Force Majure, then the period of such Force Majeure delays shall be deemed added to the time herein provided for the performance of any such obligation and the Company shall not be liable for any losses or damages caused by such even.