MPEG COMMOTION(tm) RECEIVER LICENSE  AGREEMENT

THESE ARE THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT FOR THE MPEG COMMOTION(tm) RECEIVER AND THE ACCOMPANYING USER DOCUMENTATION (THE "LICENSED SOFTWARE"). THE LICENSED SOFTWARE IS A SOFTWARE APPLICATION THAT INCLUDES ANOTHER SOFTWARE COMPONENT, THE SOFTWARE DEVELOPMENT KIT (THE "SDK", WHEN REFERRING SPECIFICALLY TO THE SOFWARE DEVELOPMENT KIT, BUT OTHERWISE INCLUDED IN THE TERM LICENSED SOFTWARE). THE LICENSED SOFTWARE IS LICENSED (NOT SOLD). THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU ("LICENSEE") AND OPTIBASE LTD ("OPTIBASE"), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES IN RELATION TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.

1. Grant of License
1.1. To Licensee. Optibase hereby grants Licensee a non-exclusive non-transferable license to install and use one copy of the Licensed Software. Optibase may agree in writing to grant Licensee additional licenses to install additional copies of the Licensed Software. Optibase hereby grants Licensee a non-exclusive non-transferable license to use the SDK to create its application (such application shall be referred to as the "Software Product"). Licensee may not create, sell or transfer additional copies of the Licensed Software or the Software Product together with the SDK without obtaining a further license from Optibase.
1.2. Restriction on grant. Licensee is not licensed to transfer or copy or duplicate parts of the SDK, without the express permission of Optibase, unless they form part of the single copy of the Software Product, which was created under this License Agreement.
2. Sub-Licensing Right
2.1. Optibase hereby grants Licensee a right to copy, sell or transfer copies of the Software Products provided that Licensee has acquired the appropriate number of additional licenses for the Licensed Software directly from Optibase or from an authorized Optibase distributor. For the avoidance of doubt, one copy of the Licensed Software shall permit the copying, sale or transfer of one copy of the Software Product. After acquiring such additional licenses for the Licensed Software, Licensee has the right to sub-license such copies of the Licensed Software only in conjunction with the Software Product(s). Such sub-license(s) shall be on the same terms as this License Agreement.
3. Proprietary Protection and Restrictions
3.1. Optibase retains all rights in and to the Licensed Software, subject only to the rights and privileges expressly granted in section 1 of this License Agreement. This License Agreement does not provide Licensee with title or ownership to or of the Licensed Software, but only a right of limited use.
3.2. Licensee may not use or copy the SDK or the Licensed Software, except as expressly authorized by Optibase. Without detracting from the generality of the foregoing prohibition, Licensee may not reverse assemble, reverse compile, or otherwise translate the Licensed Software or create derivatives thereof. Licensee's rights may not be transferred, leased, or assigned.

4. Limited Warranty and Limitation Of Liability.
4.1. Subject to the Registration Card being completed and returned to the address specified therein, Optibase Sales Organization (or the sales outlet from which the software was obtained) guarantees to Licensee (but not to sub-licensee): (i) the carrier material (CD ROM, diskettes, tapes or other) against bad workmanship or faulty material; (ii) that the reproduction of the software on the carrier material is complete; (iii) that the software functions substantially as described in the relevant Optibase product data sheet. This warranty shall last for 90 (ninety) days from  the date of delivery to Licensee by the said organization or outlet. Under this limited warranty, the Licensee will be provided with another, unopened replacement software package containing the same software, provided that the fault is reproducible under normal use in accordance with the documentation, and the faulty software is returned in its original package. The above is a limited warranty and the only one given to Licensee. No warranty whatsoever howsoever arising is granted to sub-licesee including but not limited to the Software Product and or any component thereof.
4.2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE LICENSED SOFTWARE IS LICENSED "AS IS" AND OPTIBASE DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  LICENSEE AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL OPTIBASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION AND PRODUCT RECALL) ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR SOFTWARE PRODUCT, OR FOR ANY LOSS OF OR DAMAGE TO PROPERTY INCLUDING ANY CLAIM MADE BY SUB-LICENSEE. IN ANY EVENT THE CUMULATIVE LIABILITY OF OPTIBASE TO LICENSEE FOR ALL CLAIMS RELATING TO THE LICENSED SOFTWARE AND THIS LICENSE AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ANY LICENSE FEE PAID BY LICENSEE TO OPTIBASE (OR ITS AUTHORISED DISTRIBUTORS) FOR THE LICENSED SOFTWARE. FOR THE AVOIDANCE OF DOUBT, ALL REFERENCES IN THIS SECTION TO LICENSED SOFTWARE SHALL INCLUDE THE SDK. OPTIBASE PROVIDES NO WARRANTY WHATSOVER HOWSOEVER ARISING TO SUB-LICENSEE AND EXCLUDES ALL LIABILITY WHATSOEVER TO SUB-LICENSEE.
5. Miscellaneous
5.1. This License Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflicts of laws principles. Any dispute between the parties shall be submitted to the jurisdiction of the competent court in the State of Israel.
5.2. In the event that any of the terms of this License Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this License Agreement and all the remaining terms of this License Agreement shall remain in full force and effect.
5.3. 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.






