EULA - End User License Agreement
END USER LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR INSTALLING THE PACKAGE CONTAINING THIS COMPUTER BETA VERSION SOFTWARE KNOWN AS TVITTY (THE ”SOFTWARE”). BY DOWNLOADING THE SOFTWARE FROM THE TVITTY MEDIA LTD. (“TVITTY”) WEB SITE, YOU ("YOU," "YOUR", “END USER” OR "USER") ARE ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN DO NOT DOWNLOAD AND/OR INSTALL THE SOFTWARE AND PROMPTLY (within 3 days from the date you received this package) ERASE THE SOFTWARE AND ANY PART THEREOF, FROM YOUR COMPUTER AND DO NOT USE IT IN ANY MANNER WHATSOEVER.
1. License. Subject to the terms and conditions set forth herein, TVITTY hereby grants to you, and you accept, for the duration hereof, a personal (non-commercial), nonexclusive, non-transferable, freely revocable, limited license to use the Software, in executable form only, as described in the TVITTY ”read me” file and only according to the terms of this Agreement.
2. Title & Ownership. The Software, including any revisions, corrections, modifications, enhancements, updates and/or upgrades thereto about to be installed by you, and the related documentation, ARE NOT FOR SALE and are and shall remain exclusively TVITTY’s property. All intellectual property rights (including, without limitation, copyrights, trade secrets, and trademarks) evidenced by or embodied in and/or attached/connected/related to the Software, are and shall be owned exclusively by TVITTY. This License Agreement does not convey to you an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this License Agreement. The rights granted by this License Agreement are limited to those expressly stated herein, and no additional rights or licenses are being granted by implication or otherwise.
3. Prohibited Uses. The Software must be used and maintained in strict compliance with the instructions and safety precautions of TVITTY contained herein and in all supplements thereto or in any other written documents of TVITTY. You agree not to: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share any of your rights under this License Agreement with/to anyone else; (iii) modify, disassemble, decompile, reverse engineer, revise or enhance all or any part of the Software or create any derivative works or otherwise merge or utilize all or any part of the Software with or into other computer programs or other materials or attempt to discover all or any part of the Software’s source code; (iv) copy, print, display, publish or transmit all or any part of the Software.
5. Acknowledgment. You hereby acknowledge and agree that your use of the Software may enable others to download from your computer, data that you have downloaded via the Software, and you hereby hold TVITTY harmless for any loss, damage or expense resulting from such use.
6. Copyright Infringement. TVITTY respects copyright and other laws. TVITTY requires all TVITTY users to comply with copyright and other laws. TVITTY does not by the supply of the Software authorize you to infringe the copyright or other rights of third parties. As a condition to use the Software, you agree that you must not use the Software to infringe the intellectual property or other rights of others, in any way. The unauthorized reproduction, distribution, modification, public display, communication to the public or public performance of copyrighted works is an infringement of copyright. Users are entirely responsible for their conduct and for ensuring that it complies with all applicable copyright and data-protection laws. In the event a user fails to comply with laws regarding copyrights, other intellectual property rights, data-protection and privacy, such a user may be exposed to civil and criminal liability.
7. Maintenance and Support. Other than to the extent specifically enumerated in a separate Maintenance Agreement between TVITTY and End User, if any, which Maintenance Agreement, if any, is hereby incorporated by reference into this License Agreement, TVITTY has no obligation to provide support, maintenance, upgrades, modifications, or new releases under this License Agreement. You acknowledge that TVITTY may automatically issue upgraded versions of the Software and may upgrade the version of the Software that you already installed. You hereby agree that your computer may automatically request and receive such upgrades or updates from TVITTY and that this License Agreement shall apply to the upgraded version of the Software.
8. Warranty Disclaimer. TVITTY disclaims any responsibility for harm resulting from the Software or any software or content downloaded using TVITTY, whether or not TVITTY approved such software or content. TVITTY’s approval does NOT guarantee that software or content from an approved partner will function, sound, or appear as offered or hoped, or be complete, accurate, or free from bugs, errors, viruses, or other harmful content. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TVITTY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, SECURITY, AND NON-INFRINGEMENT. TVITTY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. TVITTY IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE. NO TVITTY DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. FOR THE PURPOSE HEREOF “SOFTWARE” SHALL MEAN THE SOFTWARE AND/OR ANY SOFTWARE AND/OR CONTENT AND/OR DATA MADE AVAILABLE OR THAT YOU DOWNLOAD USING THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES.
10. Indemnification. YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND TVITTY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS OR OTHER PARTNERS, AND EMPLOYEES, AT YOUR EXPENSE, AGAINST ANY AND ALL THIRD PARTY CLAIMS OR DEMANDS, ACTIONS, PROCEEDINGS AND SUITS AND ALL RELATED LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES AND OTHER DISPUTE RESOLUTION EXPENSES) INCURRED, DUE TO OR ARISING IN CONNECTION WITH THE SOFTWARE (AS SUCH TERM IS DEFINED IN SECTION 8 ABOVE).
11. Termination. Your failure to comply with the terms of this License Agreement shall terminate your license and this License Agreement. Upon termination of this License Agreement by TVITTY: (i) the License granted to you in this License Agreement shall expire and you, upon termination, shall discontinue all further use of the Software; and (ii) you shall promptly return to TVITTY all tangible property representing TVITTY’s intellectual property rights and all copies thereof and/or shall erase/delete any such information held by it in electronic form. Sections 2, 7, 8, 9, 10 and 12-15 shall survive any termination of this License Agreement.
12. Governing Law & Jurisdiction. This License Agreement shall be construed and governed in accordance with the laws of the State of Israel (without regard to conflict of law provisions), and the courts of Tel Aviv, Israel shall have exclusive jurisdiction and venue to adjudicate any conflict or dispute arising out of this License Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. 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.
13. Government Regulation and Export Control. You agree that the Software will not be shipped, transferred, or exported into any country or used in any manner prohibited by law. The Software is subject to additional export control law applicable to you or in your jurisdiction, including without limitation, the United States. You warrant that you will comply in all respects with the export and re-export restrictions applicable to the Software and will otherwise comply with any United States law and regulations in effect from time to time.
14. Third Party Software. If the Software contains or requires the use of any software provided by third parties, such third party’s software shall be subject to the terms of the provisions and conditions set forth in the agreements or materials contained/attached to such software within the “read me” file. In the event such agreements or materials are not available, such third party’s software is provided “As Is” without any warranty of any kind, and all the other provisions of this License Agreement shall apply to all such third-party software providers and third-party software as if they were TVITTY and the Software respectively.
15. Miscellaneous. This License Agreement represents the complete agreement concerning this License Agreement and may be amended only by a written agreement executed by both parties. If any provision of this License Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.