Walabot-home Reseller Agreement

• Expiration Date: 31 July 2020
• Date: 31 July 2019
• Parties: Vayyar Imaging Ltd. ("Supplier"), IndeLiving Holdings, Inc. ("Reseller")("Party" and collectively as "Parties")
• Renewal Term: successive 1 year
• Section: Commercial Contracts

WALABOT-HOME RESELLER AGREEMENT

This Walabot-HOME Reseller Agreement (“Agreement”) is made and entered into as of this 31 day of July 2019

(“Effective Date”) by and between Vayyar Imaging Ltd., having its principal place of business at 3 Avraham Giron St., POB.

325, Yehud 5621717, Israel (“Supplier”), and Inde Living Holdings, Inc., having its principal place of business at 1462

Rudder Lane, Knoxville, TN 37919 (“Reseller”). Vayyar and Reseller shall be referred to individually as “Party” and

collectively as “Parties”.

1.

Definitions. The following capitalized terms shall have the following meanings:

“Customer” means a third party who purchases the Products from Reseller within the Territory, for its internal use

only (including for the personal use of its End Users), such as nursing homes.

“End User” means a third party who is a customer of Customer or is otherwise related to a customer of Customer, and

who purchases and/or uses the Products within the Territory, for its personal use only.

“End User Agreement” means Supplier’s standard license agreements, which are available at

https://walabot.com/walabot-home, which governs each End User’s right to use the Product, as amended by Supplier in

its sole discretion from time to time.

“MOQ” means the minimum order quantity of Product units during the Initial Term, as set forth in Schedule 1.

***.

“Order” means a written purchase order for Products to be purchased by the Reseller.

“Products” means the products listed in Schedule 1.

“Software” means Supplier’s proprietary software components, included as part of the Products, including all

improvements, corrections, updates, upgrades and any related documentation and derivatives thereof.

“Territory” means the countries and/or territories listed in Schedule 1.

Appointment

During the Term (defined below) and subject to the terms and conditions of this Agreement (including, but not limited

to Section 12.4 hereof), Supplier hereby (i) appoints Reseller, and Reseller accepts the appointment, as a non‐

exclusive reseller of the Products in the Territory. In connection with the foregoing appointment, Supplier hereby

grants Reseller a non-transferable, revocable, limited right to resell, market, promote, stimulate interest in, and solicit

Orders by Customers and/or End Users in the Territory for the Products and to provide services in connection with

those activities. Reseller shall be solely responsible for all of its costs and expenses related to the resale of the

Products. Notwithstanding anything to the contrary, Supplier reserves any and all rights with respect to the Products

not expressly granted in this Agreement. Without limiting the right of the Reseller to receive any and all Paid-For

Products (including but not limited to under Section 4.2 hereof), nothing in this Agreement shall entitle the Reseller to

any priority of supply in relation to the Products as against any other distributor or customer of the Supplier. “Paid‐

For Products” means Products for which Reseller submitted an Order, had that Order accepted by Supplier, and for

which Reseller has remitted payment in full to the Supplier under this Agreement. Subject to the terms of Section 13,

below, it is hereby clarified that Supplier may, in its sole discretion, sell the Products to any other person

or entity, whether within the Territory or otherwise.

***.

***.

***.

Obligations of Reseller

By fulfilling its obligations under this Agreement, the Reseller shall: (i) comply with all applicable laws and regulations;

(ii) use materials and branding solely as determined by the Supplier (subject to the right of the Reseller to make changes

to such materials as are described in Section 2.4); (iii) attend training and sales meetings as required by the Supplier, so

as to be able to describe, demonstrate, and sell the Products adequately; (iv) make sure that all the End Users are

signing the End User Agreement, and in the event that any End User does not comply with these terms, Reseller shall

bear all liability associated with said End User; and (v) make no representations or warranties with respect to the

Products other than those provided in the Products’ documentation;

Supplier shall be fully responsible for shipping the Products to the Reseller at the address of the Reseller specified in

each Order (or as otherwise communicated by Reseller to Supplier under this Agreement) and will obtain and provide

for itself and/or on behalf of Reseller, any and all registrations, licenses, permits, certificates and all other

documentation and information required for the exportation, importation, storage, marketing and otherwise resale of the

Products in the Territory. For such process, Supplier will allocate the additional cost on a pre-agreed per Product unit

additional price basis, which will be subject to an increase (subject to changes in taxes). Reseller agrees to reimburse

Supplier for the reasonable out of pocket costs and expenses incurred by Supplier in connection with the shipment and

delivery of the Products, and of obtaining the foregoing registrations, licenses, permits, certificated and other

documentation, provided that Supplier submits an invoice therefore in reasonable detail (and unless and solely to the

extent such reimbursements is prohibited by Section 14.9 or prohibited under other applicable laws). For the avoidance

of doubt, in no way will Supplier be subject to any tax (i.e., sales tax) relating to the sale of the Products to Reseller’s

Customers and/or End Users.

1.

1.1.

1.2.

1.3.

1.4.

1.5.

1.6.

1.7.

1.8.

1.9.

2.

2.1.

2.2.

2.3.

2.4.

3.

3.1.

3.2.

Source: HEALTHCARE INTEGRATED TECHNOLOGIES INC., 8-K, 8/12/2019