END USER LICENSE AGREEMENT
IMPORTANT INFORMATION – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT“) CAREFULLY BEFORE INSTALLING THE “PartitionDB” SOFTWARE. ANY USE OF THE “PartitionDB” SOFTWARE INCLUDING ANY REVISIONS, MODIFICATIONS, ENHANCEMENTS, UPDATES AND/OR UPGRADES THERETO (HEREINAFTER “SOFTWARE”) SUPPLIED BY E.K. COYA HOLDINGS LTD. (THE “COMPANY”) ARE AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY USING THE SOFTWARE AND/OR BY INSTALLING THE SOFTWARE ON YOUR SYSTEM YOU ARE ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE NOT WILLING TO BE BOUND BY IT, DO NOT INSTALL THE SOFTWARE AND PROMPTLY UNINSTALL THE SOFTWARE, AND ANY PART THEREOF, FROM YOUR SYSTEM AND DO NOT USE IT IN ANY MANNER WHATSOEVER.
1. The Software. The commercial Software is a proprietary software provided to you in binary executable form for the regular and standard purposes the Software was designed for, all in accordance with the terms set forth in this Agreement. The term “Software” includes the Software and its binary code, compilation of data, or visual display resulting from the operation of the Software, and any associated materials, specifications and documentation.
2. Title & Ownership. The Software and the related documentation are not for sale and are and shall remain in the Company’s sole property. All intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by or embodied in and/or attached/connected/related to the Software are and shall be owned solely by the Company or its licensors. This Agreement does not convey to you an interest in or to the Software but only a limited revocable right to use the Software in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Company’s intellectual property rights under any law. If you contact the Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Software (collectively, “Feedback”), such Feedback shall be deemed to be non-confidential, and the Company shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate into the Software any such Feedback.
3. License. Subject to the terms and conditions of this Agreement, the Company hereby grants to you, and you accept, a limited, non-exclusive, non-sublicensable, non-transferable and fully revocable limited license to use the Software solely for the limited purpose of using the Software for your internal use in accordance with the terms contained in this Agreement. The use of the Software is currently free of charge. However the Company reserves the right to charge fees for the use of the Software in the future.
4. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of the Company you agree not to, directly or indirectly: (i) use, modify, incorporate into or with other software, or create a derivative work of any part of the Software; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the Software; (iv) disclose the results of any benchmarking of the Software, or use such results for your own competing software development activities; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the Software or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software; (vi) remove or otherwise alter any of the Company’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to the Software; and/or (vii) ship, transfer or export the Software into any country, or make available or use the Software in any manner which is in violation of applicable export control laws or regulations.
5. Lawful Use: You hereby declare and agree that you shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which you use the Software, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights. The Software should be installed in accordance with the instructions of the Company and in accordance with the instructions set forth in the Software’s documentation.
6. Warranty Disclaimer. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE’S OPERATION WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS. TO THE EXTENT ALLOWED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
7. Limitation of Liability. THE COMPANY SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO THE INSTALLATION OF THE SOFTWARE AND/OR ANY USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE COMPANY HAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
8. Third Party Software. The Software is based on software which is developed and owned by the Company and/or its licensors. The Software may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components“). Your right to use such Third Party Components as part of, or in connection with, the Software is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Under no circumstances shall the Software or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
A list of Third Party Components is available in the Software or its documentation (the “About Box”) and will be updated from time to time. The licenses of certain Third Party Components may require the provision of the source code of these Third Party Components. With respect to any licenses of Third Party Components that require the provision of the open source code of these Components, the Company will provide to you and any third party, during a period set forth by each such license, for a charge of no more than Company’s cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. For that purpose, you should contact the Company at: firstname.lastname@example.org
9. Termination. This Agreement is effective upon installing and/or using the Software. This Agreement will remain in force until terminated in accordance with this Agreement. The Company may terminate this Agreement immediately with no further action or notice upon the breach of any term of this Agreement by you. Upon termination of this Agreement by the Company: (i) the license granted to you in this Agreement shall expire and you, upon termination, shall discontinue all further use of the Software; and (ii) you shall promptly return to the Company all tangible property representing the Company’s intellectual property rights and all copies thereof and/or shall erase/delete any such information held by it in electronic form. Sections 2 and 6-12 shall survive any termination of this Agreement.
10. Governing Law & Jurisdiction. This Agreement shall be construed and governed in accordance with the laws of the State of Israel (except for conflict of law provisions) and the competent courts of the Tel-Aviv-Jaffa District, Israel shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
11. Miscellaneous. This Agreement represents the complete agreement concerning the license granted herein and the subject matter hereof and may be amended only by a written agreement executed by both parties. 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. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign your rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and/or obligations under this Agreement without restriction or notification.
I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.