software-license-agreement

Software License Agreement

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IMPORTANT – READ CAREFULLY: By downloading, copying, transmitting, installing, integrating, modifying or otherwise using this Licensed Software, you agree to all of the terms of this Software License Agreement. If you do not agree to any of the terms of this License, then do not download, copy, transmit, install or otherwise use the Licensed Software.

1. GRANT OF LICENSE. Subject to the terms and conditions of this Software License Agreement, Unitronics (R”G) (1989) Ltd. (“Unitronics”) grants you a single user, non-exclusive, non-transferable, revocable, limited use license (the “License”) to use a copy of the source file and/or executable form file downloaded from this website (collectively be referred to as the “Licensed Software”) residing on any physical personal computer at any physical location or address, solely for use with products manufactured and/or distributed by Unitronics.
2. RESTRICTIONS. The License granted herein is subject to your use of the Licensed Software solely for your own personal or internal business purposes. You may not commercially distribute, sublicense, sell, resell, pledge or otherwise transfer for any consideration or otherwise, or reproduce for any such purposes, the Licensed Software, either alone or in conjunction with any other product or program. You may however modify the source code of the Licensed Software if provided by Unitronics, in order to achieve customization to the extent contemplated by such software and the accompanying documentation and/or for use of same with other software or with other products, and then solely for your own personal or internal business use. You may also change, merge or integrate the source code of the Licensed Software if provided by Unitronics into other program material of any kind or nature or with other products. You may not rent, lease, assign, or sublicense the Licensed Software. Notwithstanding the foregoing, if you do modify the Licensed Software in any way, or merge it with other material, Unitronics shall continue to be the owner of communication protocols underlying the resulting modified or merged product.
3. NO WARRANTY. The License is provided as a courtesy service to Unitronics’ customers without any charge AND WITHOUT any warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness, compatibilty AND INTACTNESS for a particular purpose. the Licensed Software, any derivatives thereof and all accompanying files, data and materials, are MADE AVAILABLE STRICTLY ON AN “AS IS” BASIS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UNITRONOCS, ITS PRINCIPALS OR OFFICERS SHALL CREATE A WARRANTY. UNITRONICS DOES NOT WARRANT THE LICENSED SOFTWARE NOR ANY DERIVATIVES THEREOF TO BE OPERATIONAL OR ERROR-FREE, NOR DOES UNITRONICS MAKE ANY WARRANTY OR REPRESENTATION REGARDING THE DOWNLOADING, COPYING, TRANSMITTING, INSTALLING OR OUTPUT OF THE LICENSED SOFTWARE OR ANY CONTENT NOR REGARDING THE integration OR MODIFICATION OF THE LICENSED SOFTWARE, IN TERMS OF CORRECTNESS, ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR OTHERWISE.
This disclaimer of warranty constitutes an essential part of the agreement. In no event shall Unitronics, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, SUPPLIERS or parent organizations, be liable, for any DAMAGES AND/OR EXPENSES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, INCLUDING BUT NOT LIMITED TO incidental, consequential, or punitive damages whatsoever relating to the use OR INABILITY TO USE THE LICENSED SOFTWARE OR ANY DERIVATIVES THEREOF. UNITRONICS SHALL NOT BE RESPONSIBLE FOR THE SERVICE, MAINTENANCE OR REPAIR OR REPLACEMENT OF ANY COMPONENT OF THE LICENSED SOFTWARE OR ANY DERIVATIVES THEREOF. UNITRONICS SHALL NOT BE UNDER ANY OBLIGATION TO MAKE ANY REPAIR OR REPLACEMENT CAUSED OR REQUIRED BY REASON OR ANY USE OF THE LICENSED SOFTWARE OR ANY DERIVATIVES THEREOF OR ANY MISDOWNLOAD OR DOWNLOAD OF ANY PART OF THE LICENSED SOFTWARE OR ANY integration OR MODIFICATION OF THE LICENSED SOFTWARE for operation with other software OF ANY KIND OR NATURE or with other products. UNITRONICS ASSUMES NO LIABILTY FOR ANY INJURY TO PERSONS, DAMAGE TO PROPERTY OR ANY LOSS OR EXPOSURE CAUSED BY THE LICENSED SOFTWARE NOR BY integrating OR MODIFYING THE LICENSED SOFTWARE.
4. Licensed Software and any derivatives thereof should be thoroughly tested with non-critical data before relying on it. The user assumes the entire risk of using the Licensed Software and any derivatives thereof.
5. INTELLECTUAL PROPERTY RIGHTS. No title or ownership in and to the Licensed Software or any part thereof is transferred to you under this License. Unitronics retains all rights in and title to the Licensed Software and to any communication protocols underlying the products of integrations and/or modifications of the Licensed Software, and any versions of same and any intellectual property rights relating thereto.. Intellectual property protection claimed includes all forms and matters of intellectual property materials and information legally allowed including but not limited to material generated from the Licensed Software and/or any communication protocols underlying the products of any integration and/or modification of the Licensed Software, which are displayed on the screen of the Unitronics products such as styles, templates, icons, screen displays, looks, etc. Intellectual property rights shall also include all the following: (a) copyrights including moral rights, registrations and applications for registration thereof; (b) computer software programs, data and documentation; (c) patents, patent applications and all related continuations, divisional, reissue, utility model, design patents, applications and registrations thereof, certificates of inventions; (d) trade secrets and confidential information, know-how, manufacturing and product process and techniques, designs, prototypes, enhancements, improvements, work-in progress, research and development information; (f) other proprietary rights relating to the foregoing (hereinafter: the “Intellectual Property Rights”). Duplication and/or any unauthorized use thereof are strictly prohibited without prior written permission from Unitronics. All brand or product names are used for identification purpose only and may be trademarks or registered trademarks of their respective holders.
6. Unitronics reserves the right to revise this Licensed Software from time to time and to amend it and related hardware at any time. Technical updates (if any) may be included in subsequent editions (if any).
7. CONFIDENTIALITY: Any proprietary information available under the Licensed Software constitutes confidential to Unitronics and you are specifically prohibited from disclosing such proprietary information and required to use reasonable efforts to prevent inadvertent or unauthorized disclosure, publication and dissemination of any such proprietary information. Proprietary information as used herein includes, without limitation, oral, written, graphic or machine-readable information regardless of form, directly or indirectly disclosed at any time before and/or after downloading, copying, transmitting, installing or otherwise using the Licensed Software (including without limitation, any techniques or processes used in creating the Licensed Software); all other intellectual and intangible property rights pertaining to computer systems, software and like; the Intellectual Property Rights, the Licensed Software, and all changes thereto and enhancements thereof, and any modifications and conversions thereof, and all additions thereto, and adoptions and derivative works thereof. Proprietary information with respect to the Licensed Software shall also include each invention, discovery, development, improvement, enhancement, system, design, screen, report, manual, program, code, listing, software, data base, routine, sub-routine, ideas, samples, media, compounds, drawings, prototypes, techniques, work in progress, research and development information and formulae related to the current, specification, engineering, hardware configuration and any other form of intellectual property whether or not protected or protectable by applicable copyright or other laws.
8. Unitronics may terminate the License if you are in material default of any provision hereof and, if curable, have not cured such default within fifteen (15) business days following receipt of written notice from Unitronics. Upon termination of this License you shall immediately: (a) discontinue download, copying, transmitting, installing, integrating, and/or modifying of the Licensed Software, or otherwise using the Licensed Software; (b) return to Unitronics the applicable Licensed Software; (c) certify within ten (10) business days in writing that you have complied with the terms of this section;
9. GOVERNING LAW AND JURISDICTION: This License is exclusively subject to the laws of the state of Israel. The courts of Tel-Aviv Jaffa in Israel shall have exclusive jurisdiction and venue over any dispute arising out of this License, and you hereby irrevocably consent to the jurisdiction of such courts. If any provision of this Software License Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible by law and all other provisions of the License will remain in full force and effect.