» version 220.127.116.11 - posted on 2010-11-02
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EULA - End User License Agreement
End User License Agreement
By downloading, installing or using this Software or any portion thereof, you agree to the terms and conditions of this End User License Agreement.
THIS IS A LICENSE AGREEMENT BETWEEN YOU AND PRETON LTD. ("PRETON"). PLEASE READ CAREFULLY AND ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT BEFORE INSTALLING THE SOFTWARE. BY CLICKING THE "I ACCEPT" BUTTON (OR ANY SIMILAR BUTTON WHICH INDICATE YOUR CONSENT TO THIS LICENSE AGREEMENT), YOU AGREE TO BE BOUND BY THIS LICENSE AGREEMENT. YOU WILL NOT BE ABLE TO INSTALL THE SOFTWARE UNTIL YOU HAVE ACCEPTED THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THIS LICENSE AGREEMENT, PLEASE EXIT THE INSTALLATION PROCESS AND THE INSTALLATION PROCESS WILL NOT BEGIN. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW.
THIS LICENSE AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN YOU (“LICENSEE”) AND PRETON, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.
“Effective Date” means the date of installing the Software by clicking the “I Accept” button bellow.
“Intellectual Property Rights” means patents, trade secrets, copyrights, rights in trademarks, moral rights, and all other intellectual property rights and proprietary rights related to the Software, whether arising under the laws of the United States or any other jurisdiction, including all rights or causes of action for infringement or misappropriation of any of the foregoing, in each case now existing or hereafter arising.
“Seat” means a single computer for home or small home office use only..
“Software” means PretonSaverHome™, a machine-readable object code computer program commercially licensed by Preton, which Preton makes available to Licensee under this License Agreement, the know-how, algorithms, procedures, techniques and/or solutions, reflected or embedded in such program, the manuals and documentation (“User Documentation”) which Preton makes available to Licensee under this License Agreement, and any updates and modifications of any of the foregoing, which Preton makes available to Licensee under this Agreement.
2. LICENSE; RESTRICTIONS; SOFTWARE KEY; CONFIDENTIALITY.
(a) License: Subject to the terms and conditions in this License Agreement, including but not limited to the payment of applicable fees, Preton hereby grants to Licensee a worldwide, perpetual, non-exclusive, and non-transferable license (“License”) to download, install and use one copy of the Software on one Seat or up to 3 Seats in one household (according to the number of Licenses purchased) for Licensee’s internal use only.
(b) Restrictions. Licensee agrees not to (i) transfer, sublicense or distribute the Software, the Temporary Key (as defined below) or the Key (as defined below) to any third party; (ii) modify, improve, or make derivative works of the Software; (iii) reproduce the Software, the Temporary Key or the Key, (iv) make the Software available to multiple users simultaneously; (v) rent, lease or loan the Software to any third party (including but not limited to offering the functionality of the Software on an application service provider or time-sharing basis); (v) disassemble, decompile, or reverse engineer any portion of the Software provided in object code form into human perceivable form; (vi) remove or alter any proprietary notices associated with the Software, or make available the Software without reproducing all proprietary notices; (vii) make, have made, sell, offer to sell or export or import the Software, or (viii) use the Software for commercial purposes (other than internal use in small home office). All rights not expressly granted in Section 2(a) are hereby reserved.
(c) Software Key. Upon Licensee’s request, this License may be granted to Licensee for a limited period time for evaluation purposes only (the “Evaluation Period”). Upon downloading and installing the Software for evaluation, Preton shall provide Licensee with a temporary Software key (“Temporary Key”) to enable Licensee to use the Software at the Evaluation Period only. At the expiration of the Evaluation Period Licensee must either purchase a permanent license to use the Software or return or destroy all copies of the Software installed by Licensee. Upon payment by Licensee of the license fee for the Software (“License Fee”), Preton will provide to Licensee with a permanent Software key (“Key”) to enable Licensee to use the Software after the Evaluation Period.
3. LIMITED WARRANTY. PRETON WARRANTS THAT, FOR A PERIOD OF SIXTY (60) DAYS AFTER THE EFFECTIVE DATE, THE SOFTWARE, IF OPERATED AS DIRECTED, AND USED IN THE ENVIRONMENT DESCRIBED, IN THE USER DOCUMENTATION, WILL MATERIALLY COMPLY WITH ITS WRITTEN SPECIFICATIONS. PRETON’S SOLE AND EXCLUSIVE OBLIGATION AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY, FOR ANY BREACH OF THIS SECTION 3, WILL BE FOR PRETON, AT ITS SOLE OPTION AND EXPENSE, TO REPAIR OR REPLACE THE SOFTWARE SO THAT IT COMPLIES WITH THE WARRANTY IN THIS SECTION 3. IF PRETON DETERMINES THAT NEITHER OF THOSE ALTERNATIVES IS PRACTICAL OR OTHERWISE REASONABLY AVAILABLE, LICENSEE WILL DELETE ALL COPIES OF THE SOFTWARE FROM HIS COMPUTERS AND PRETON WILL REFUND TO LICENSEE THE FEES PAID TO PRETON FOR THE DELETED SOFTWARE. THIS LIMITED WARRANTY AND ANY OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED, IN THIS LICENSE AGREEMENT SHALL ONLY APPLY TO LICENSEES WHO PAID THE LICENSE FEE IN FULL.
4. WARRANTY DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 3, PRETON PROVIDES THE SOFTWARE WITHOUT WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, QUIET ENJOYMENT OR NON-INFRINGEMENT. PRETON DOES NOT WARRANT THAT THE SOFTWARE WILL FUNCTION ERROR-FREE. THE DISCLAIMERS IN THIS SECTION 4 WILL APPLY EVEN IF ANY WARRANTY OR REMEDY PROVIDED UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT THAT PRETON MAY NOT DISCLAIM ANY PARTICULAR WARRANTY, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW.
5. LIMITATION OF LIABILITY. PRETON, ITS AFFILIATES, DISTRIBUTORS AND/OR RESELLERS WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS, WHETHER DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE POSSESSION OF, USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY. IN NO EVENT WILL PRETON’S, ITS AFFILIATE’S, ITS DISTRIBUTOR''S AND/OR ITS RESELLER’S LIABILITY IN ANY ACTION RELATING TO OR ARISING FROM THIS AGREEMENT EXCEED THE LICENSE FEES RECEIVED BY PRETON. TO THE EXTENT APPLICABLE LAW PROHIBITS ANY OF THE FOREGOING LIMITATIONS, THE MAXIMUM LIABILITY OF PRETON, ITS AFFILIATES, ITS DISTRIBUTOR''S AND/OR ITS RESELLERS SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THIS SECTION WILL NOT APPLY ONLY TO THE EXTENT THAT APPLICABLE LAW REQUIRES LIABILITY NOTWITHSTANDING THE FOREGOING LIMITATION OR EXCLUSION.
6. OWNERSHIP. Except for the license rights granted to Licensee hereunder, Preton retain all rights, title and interest in and to all copies the Software, including without limitation any Intellectual Property Rights therein.
7. TERMINATION. This License Agreement shall continue in effect perpetually, unless terminated earlier pursuant to the provisions herein. Preton may immediately terminate this License Agreement if Licensee breaches any provision of this License Agreement. This License Agreement will also terminate upon Licensee’s receipt of any refund of License Fee. Licensee may voluntarily terminate this License Agreement at any time by providing written notice to Preton. Upon termination of this Agreement, Licensee will (a) discontinue any and all use of the Software; (b) purge the Software from all computer systems, storage media and other files and return to Preton the Software and the Key and all copies thereof, or at the request of Preton, destroy the Software and the Key and all copies thereof; and (c) deliver to Preton certification that Licensee has complied with these termination obligations. Sections 2(b), 3, 4, 5, 6, 7, 8 and 9 will survive termination of this License Agreement. Termination of this License Agreement shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a party may have under this License Agreement or which may arise out of or in connection with such termination.
8. DISPUTE RESOLUTION. This License Agreement shall be construed exclusively by the Israeli law. Any controversy or claim arising out of or relating to the License Agreement, its breach or interpretation, will be resolved exclusively by arbitration, commenced within 15 days of either party’s written request (“Arbitration”). Arbitration will be conducted in Tel Aviv, Israel, exclusively in accordance with the Israeli Arbitration law then in effect, except to the extent the provisions of such rules are modified by this Agreement . Arbitration will be conducted by a single arbitrator, selected by the Chairman of the Israeli Bar, who is familiar with software distribution and licensing. The arbitrator will be subject to the substantive law but will not be subject to the procedures and evidence law and the arbitrator must substantiate his decision, including interim decisions within 45 days with an option to extend this period by additional 45 days. The parties to the Arbitration shall keep the Arbitration process and documents disclosed thereunder confidential. The ruling of the Arbitrator will be binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Licensee hereby submits to the personal exclusive jurisdiction and venue in Tel Aviv, Israel. The parties to a dispute will share all administrative costs of Arbitration, but otherwise, each party will bear its own costs. Notwithstanding the forgoing, the substantially prevailing party in the Arbitration shall be entitled to recover reasonable fees of attorneys. The arbitration and all pleadings and written evidence shall be in English. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
9. GENERAL PROVISIONS.
(a) No reseller, distributor or dealer is authorized to make any modifications, extensions, or additions to this Agreement. Any modification or waiver of any provision of this Agreement will not be effective unless signed by an authorized officer of Preton and Licensee. No waiver of the breach of any provision of this Agreement will be considered a waiver of any preceding or succeeding breach of the same or similar nature.
(b) Except as explicitly stated otherwise, any notices permitted or allowed under this Agreement must be sent to Preton at:
Preton, Ltd.., 5 Cordova St., Tel Aviv, 62487 Israel, , Attention: Legal
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN.
BY CLICKING ON THE “I AGREE” BUTTON AND/OR CONTINUING TO INSTALL OR USE THE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY THIS LICENSE AGREEMENT.