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END-USER LICENSE AGREEMENT FOR SMART-X SOFTWARE SOLUTIONS LTD.
BETA FREEWARE SOFTWARE : Set Signature.IMPORTANT-READ CAREFULLY: |
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This Smart-X End-User License Agreement ("Agreement") is an Agreement between Customer (either an individual or a single entity) and Smart-X Software Solutions Ltd. (“Smart-X”) for the Smart-X freeware beta software product identified above, which includes computer beta freeware software and may include associated media, printed materials, and "online" or electronic documentation ("software"). By downloading, installing, copying, or otherwise using the software, Customer agrees to be bound by the terms of this Agreement. If Customer does not agree to the terms of this Agreement, you are requested to not install or use the software. The Term “Customer” shall mean all the relevant computers which are installed with Set Signature (as the term is defined herein) which users shall be bound by the terms of this EULA upon use of the software. The Term “Beta freeware software” shall also mean and include (i) the computer programming code to be developed by Smart-X and (ii) all specifications, documents, manuals, diagrams and other information required for all aspects of installation, configuration, maintenance including repair of problems and bugs in the software, user support, system administration, or performance optimization of the software (software shall also pertain to upgrades whether existing or in the future).
BETA DISCLAIMER
THE BETA SOFTWARE LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON BETA SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA SOFTWARE AND/OR ACCOMPANYING MATERIALS.
1). License of Freeware Beta software.
The freeware Beta software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All right, title and interest in and relating to the Beta software and all intellectual property rights, including all copyrights, patent rights, trade secret rights, mask work rights and other rights in and relating therein (and any derivative works, translation, customized versions, amendments, modifications, enhancements or upgrades thereof) shall remain solely and exclusively with Smart-X.
3). Grant of License.
1. This Agreement grants you the following rights:
a Installation and Use: You may install and use an unlimited number of copies of the Software. Any copies of the Software which this License authorizes you to make are subject to this EULA.
b. Reproduction and Distribution: You may not reproduce and distribute copies of the Software without the express written consent of Smart-X.
2. Other Rights and Limitations.
a) You may not resell, or otherwise transfer for value, the software to any third party.
b) Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not: (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the software, or its structural framework except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (ii) use the software in whole or in part for any purpose except as expressly provided under this Agreement; or (iii) modify the software or make derivative works thereof.
c) Lease. You may not rent, lease, or lend the software.
d) Support Services. Smart-X may provide you with support services related to the freeware software ("Services"). Use of Services is governed by Smart-X’s policies and programs described in the user manual, in "online" documentation, and/or in other Smart-X provided materials. Any supplemental software code provided to you as part of the Services shall be considered part of the software and subject to the terms and conditions of this Agreement. With respect to technical information you provide to Smart-X as part of the Services, Smart-X may use such information for its business purposes, including for product support and development. Smart-X will not utilize such technical information in a form that personally identifies you.
f) Software Transfer. You may not transfer any of your rights under this Agreement
3. Copyright and Confidentiality.
All title and copyrights in and to the software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the software), the accompanying printed materials, and any copies of the software are owned by Smart-X or its suppliers. The software is protected by copyright laws and international treaty provisions. Therefore, you must treat the software like any other copyrighted material except that you may install the software on a single computer provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the software. You shall not remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by Smart-X in or on the software and shall ensure that all such notices are reproduced on all authorized copies of the software made by you. The software contain confidential information and trade secrets that Smart-X states that has been developed by Smart-X through the expenditure of a great deal of time and money. You are requested to maintain and protect the confidentiality of these trade secrets and agree not to disclose them or use them for any purpose not contemplated by this Agreement.
4. Termination: Without prejudice to any other rights of Smart-X's, your rights under this EULA will terminate automatically without notice from Smart-X if you fail to comply with any term(s) of this EULA. In such event you must destroy all copies of the Software and any related materials
5. Disclaimer of Warranties. To the maximum extent permitted by applicable law, Smart-X and its suppliers provide the Beta software and any (if any) Services related to the Beta software AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Beta software, and the provision of or failure to provide Support Services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE BETA SOFTWARE PRODUCT. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE BETA SOFTWARE AND SERVICES, IF ANY, REMAINS WITH YOU.
6. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMART-X OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE BETA SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SMART-X OR ANY SUPPLIER, AND EVEN IF SMART-X OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Limitation of Liability and Remedies. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Smart-X and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Beta software or U.S.$5.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
8. Miscellaneous
This Agreement is governed by the laws of the state of Israel. Each of the parties hereto irrevocably consents to the jurisdiction of the courts of Tel Aviv and further agrees to commence any litigation which may arise hereunder in the courts located in Israel.
If you have a specific question regarding this Agreement, you may contact the Smart-X Technical Sales Information Person at Support@Smart-X.com .
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