INDENI – FREE END USER LICENSE AGREEMENT
Last Updated: October 24, 2017
THIS END USER LICENSE AGREEMENT (THE “EULA“) IS A LEGAL AGREEMENT BETWEEN YOU AND INDENI LTD., ON BEHALF OF ITSELF AND ITS AFFILIATES (COLLECTIVELY, THE “COMPANY“).
THIS EULA GOVERNS YOUR USE OF THE “INDENI” SOFTWARE (THE “SOFTWARE”), UNLESS YOU AND THE COMPANY HAVE EXECUTED A SEPARATE AGREEMENT IN WRITING SIGNED BY BOTH THE COMPANY AND YOU.
BY CLICKING ON “I AGREE”, OR BY OTHERWISE INSTALLING, DOWNLOADING, OPERATING, REGISTERING FOR, OR USING ANY PART OF THE SOFTWARE YOU ARE EXPRESSLY ACCEPTING THIS EULA AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS, AS WELL AS ANY OTHER POLICIES AD GUIDELINES REFERENCED HEREIN THAT ARE EXPRESSLY STATED TO BE INCORPORATED INTO THIS EULA BY REFERENCE (THE DATE OF SUCH OCCURRENCE, THE “EFFECTIVE DATE“). IF YOU DO NOT AGREE TO THIS EULA OR ARE NOT WILLING TO BE BOUND BY IT, DO NOT INSTALL, DOWNLOAD, OPERATE, REGISTER FOR, OR OTHERWISE USE ANY PART OF THE SOFTWARE. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS EULA (AND REFERENCES HEREIN TO “YOU” AND “YOUR” SHALL BE DEEED TO APPLY TO SUCH ENTITY).The Company reserves the right to make changes to this EULA at any time by posting the changed Agreement at https://indeni.com/terms/. (The Company may – but is not obligated to – also provide notice through a pop-up or banner within the Software, by sending an email to any address you may have used to register for the Software, or through other similar mechanisms.) Such changes will be effective ten (10) days after such posting, and your continued use of any part of the Software thereafter shall constitute your acceptance of such changes. In such cases, the Company will also update the “Last Updated” date set forth above. Please check the above webpage regularly for any changes to this EULA.
- Title & Ownership. You acknowledge that the Software is or may be protected by intellectual property (and similar) laws, treaties, and conventions. Any rights not expressly granted herein are hereby reserved by the Company and its licensors, and you agree that you are granted no other right in or to the Software, whether by implied license, estoppel, patent exhaustion, operation of law, or otherwise. As between you and the Company (and except for the License, as defined below), the Company is the sole and exclusive owner of all Intellectual Property Rights (defined below) in and to the Software, as well as any improvements, derivatives works, customizations, adaptations, modifications, or other enhancements thereof or thereto (regardless of authorship or inventorship). For the avoidance of doubt, copies of the Software (as well as the Software itself) are only licensed to you hereunder, and are not for sale and are and shall remain the sole and exclusive property of the Company or its licensors. Nothing in this EULA constitutes a waiver of the Company’s intellectual property rights under any law. “Intellectual Property Rights” means any and all rights, titles, and interests in and to technology, works of authorship, inventions, and other intellectual property (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered), and includes without limitation patents, copyright and similar authorship rights, personal rights (such as moral rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights. If you provide the Company or its authorized third party agents any 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, fully paid-up, assignable, sub-licensable (through multiple tiers), worldwide, perpetual, irrevocable license to use or incorporate such Feedback into the Software and/or any other of its current or future products or services, as well as to otherwise commercially exploit such Feedback.
- License and License Restrictions. Subject to the terms and conditions of this EULA, during the Term (as defined below), the Company grants to you a worldwide, limited, non-exclusive, non-sublicensable, non-assignable and fully revocable license to install and use the Software in accordance to its documentation, solely for the internal purpose of evaluating the Features (defined below) and usability of the Software (collectively, the “License“).
- As a condition to the License, you shall not do (or encourage any other person to do) any of the following to or in respect of the Software, whether in whole or in part: (a) reproduce, copy, mirror, or frame the Software; (b) sell, assign, lease, lend, rent, distribute, or make available the Software to any third party, or otherwise offer or use the Software in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, the Software; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Software; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Software; (f) make a derivative work of the Software, or use the Software to develop any service or product that is the same as (or substantially similar to or competitive with) the Software; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Software; (i) take any action that imposes or may impose (at Company’s sole discretion) an unreasonable or disproportionately large load on the Software infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Software; (j) use the Software to infringe, misappropriate or violate any third party’s Intellectual Property Rights, or any law; (k) use the Software for commercial and/or institutional research purposes in any manner; and/or (l) disclose to the public the results of any internal performance testing, comparison, or benchmarking studies of or about the Software, without first sending the results and related study(ies) to the Company, and obtaining the Company’s written approval of the assumptions, methodologies and other parameters of the testing or study. Failure to comply with the provisions herein may also expose you to civil and/or criminal liability.
- You acknowledge that the Software contains information and materials that are confidential and proprietary to the Company (and may even constitute the Company’s trade secrets), and therefore you agree that a breach or threatened breach of this Section may cause the Company to suffer irreparable harm or damage for which monetary damages will be inadequate, and accordingly, if the Company seeks an injunction, specific performance, or other equitable relief to enforce any provision under this Section, the Company shall not be required to post a bond or to prove the likelihood of irreparable harm
- You must not give others access to your username and password, nor share any registration code(s) you receive.
- “Feature” means any module, tool, and/or feature of the Software. All references herein to the “Software” shall include its Features as well. The Company reserves the right to remove, modify, and/or add Features at any time, without any notice or obligation to you, and for any reason whatsoever. Some Features may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by the Company in its sole discretion. Moreover, if the Company determines that you are in breach of any provision of this EULA, the Company reserves the right to block you from certain Features. The Company makes Features available because the Company believes it enhances the user experience of the Software; but you acknowledge and agree that just because the Company makes a Feature available, it does not mean the Company endorses, or can otherwise control, every manner in which such Feature is used. A new or modified Feature may be accompanied by separate or additional terms and conditions, in which case such terms and conditions will (as determined in such terms and conditions) apply instead of, or in addition to, this EULA. The Company uses a Freemium pricing strategy, so the Software is provided free of charge, but the Company may in its sole discretion charge for new Features and/or require additional personally identifiable information.
- Updates. All references herein to the “Software” shall include the Updates (defined below) we provide as well. The Company may from time to time provide Updates, but shall not be under any obligation to do so. Such Updates will be supplied according to whatever then-current policies Company may have in place, and some Updates may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by Company in its sole discretion. Some Updates may include automatic updating or upgrading without any notice or obligation to you, and you consent to any such automatic updating or upgrading of the Software In some cases, you may be required to install the Update manually. An Update may be accompanied by separate or additional terms and conditions, in which case such terms and conditions will (as determined in such terms and conditions) apply instead of, or in addition to, this EULA. Company may in its sole discretion charge for Updates and/or require additional personally identifiable information. Company is under no obligation to provide any technical support for the Software. “Update” means an upgrade, update (such as a fix or patch), or other modification, improvement, enhancement or customization to or of the Software.
- Warranty Disclaimer. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY THE COMPANY AND ITS LICENSORS. IN ADDITION, NEITHER THE COMPANY NOR ITS LICENSORS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (B) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SOFTWARE; OR (C) THAT THE SOFTWARE’S OPERATION WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS.INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMERS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE DISCLAIMERS MAY NOT APPLY.
- Limitation of Liability. IN NO EVENT SHALL THE COMPANY OR ANY OF ITS LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS EULA, FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; (B) ANY LOSS OF, OR DAMAGE TO, BUSINESS, PROFITS, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, DATA, OR DOCUMENTATION; OR (C) FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES. THE AGGREGATE LIABILITY OF THE COMPANY UNDER, OR OTHERWISE IN CONNECTION WITH, THIS EULA SHALL NOT EXCEED THE GREATER OF: (X) FIVE U.S. DOLLARS (US $5), AND (Y) THE AMOUNTS ACTUALLY PAID BY YOU (IF ANY) TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (ii) EVEN IF THE COMPANY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (iii) EVEN IF ANY REMEDY IN THIS EULA FAILS OF ITS ESSENTIAL PURPOSE; AND (iv) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT THEORY. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATION MAY NOT APPLY. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION (LIMITATION OF LIABILITY) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY.
- Indemnity. If any third party (including, but not limited to, a regulatory or governmental authority) brings any kind of demand, claim, suit, action or proceeding against the Company and/or any of its respective directors, officers, employees, or representatives (each, an “Indemnitee“), and it is based upon or arises from (a) your use of the Service; and/or (b) your breach of any provision of this EULA (each of the foregoing, an “Indemnity Claim“) then, upon written request by the Company (to be decided in its sole discretion), you agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (c) the Company reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with the Company’s defense activities at your own cost and expense; and (d) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s). In addition, and regardless of whether (or the extent to which) you controlled or participated in the defense and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against: (e) any costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (f) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including without limitation any fines or penalties).
- Third Party Software. 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“). These Third Party Components are licensed to you under the terms of their applicable open source license conditions and/or copyright notices that can be found in the license file, the Software or its documentation. You acknowledge that your use of the Software is also governed by such Third Party Components and to the extent of any conflict between the licensing terms of such Third Party Components and this EULA, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. A list of Third Party Components is available on http://www.indeni.com/ and may 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 Third Party 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 the Company’s cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on or via a medium customarily used for software interchange. For that purpose, you should contact the Company at: email@example.com. Under no circumstances shall the Software or any portion thereof (except for the Third Party Components) be deemed to be “open source” or “publicly available” software. Any undertakings, representations, warranties, guarantees, conditions, indemnities or other commitments made by Company in this EULA concerning the Software (if any), are made by the Company and not by any authors, licensors, or suppliers of, or contributors to, such Third Party Components. Notwithstanding the foregoing sentence or anything in this EULA to the contrary, the Company does not make any representation, warranty, guarantee, or condition, and does not undertake any defense or indemnification, with respect to any Third Party Components, and such Third Party Components are provided on an “AS IS” and “AS AVAILABLE” basis.
- Term; Termination. This EULA is effective upon the Effective Date and shall be in full force and effect for an initial term of three (3) months (“Initial Term“). Thereafter, and provided your Community Account remains active on a calendar monthly basis (by having at least one interaction per month within your Community Account), this EULA shall automatically renew for successive three (3) month periods (each, a “Renewal Term“, and together with the Initial Term, the “Term“). The Company reserves the right to immediately terminate this EULA, or otherwise modify, suspend or discontinue your access to and use of the Software (or any part thereof), for any reason whatsoever, at any time, and without notice or obligation to you, and you agree that the Company shall have no liability to you for any such termination, modification, suspension, or discontinuance. You may terminate this EULA at any time and for any reason, but only by either: (a) cancelling your Software account via the functionality offered; or (b) giving the Company ten (10) days’ prior written notice, at firstname.lastname@example.org. If you object to any term or condition of this EULA or any subsequent changes thereto, or become dissatisfied with the Software in any way, your sole remedy is to terminate this EULA. Upon termination of this Agreement the License will automatically terminate and be deemed revoked, and you must immediately cease use of the Software and uninstall and permanently delete any copies of the Software, as well as promptly return to the Company all tangible and intangible property representing the Company’s Intellectual Property Rights and erase any confidential Company information held by you in electronic form. Termination shall not affect any rights and obligations accrued as of the effective date of termination. All provisions of this EULA which by their nature ought to (or are stated to) survive termination shall survive termination, including, without limitation, Section 1 and Sections 5 through 12 (inclusive).
- Governing Law & Jurisdiction. This EULA (including its validity and formation) shall be construed and governed in accordance with the laws of the State of Israel, regardless of its conflict of laws rules. The competent courts of Tel-Aviv-Jaffa, Israel shall have exclusive jurisdiction in any conflict or dispute arising out of this EULA or otherwise related to the Software, and you hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. The application of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this EULA. Furthermore, you:
(a) agree that any proceedings to resolve or litigate any claim, dispute or controversy will be conducted solely on an individual basis (and not in any class action or class-wide proceeding), and that you may initiate such proceedings only on your own behalf;
(b) hereby irrevocably and unconditionally waive the right to litigate such claims, disputes, or controversies in court before a jury;
(c) agree not to participate in claims, disputes, or controversies brought in an attorney general or representative capacity, or in consolidated claims, disputes, or controversies involving another person’s Software account.
- Miscellaneous. This EULA represents the complete agreement between the Company and you with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and the Company with respect to such subject matter. You acknowledge and agree that in entering into this EULA you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this EULA. The language of this EULA is expressly agreed to be the English language. By entering into the EULA you hereby irrevocably waive, to the maximum extent legally permitted, any law applicable to you requiring that the EULA be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. If any provision of this EULA is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this EULA shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision. The Company may assign this EULA (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This EULA is personal to you, and you shall not assign (or in any other way transfer) this EULA (or any of your obligations or rights hereunder) without the Company’s express prior written consent. Any prohibited assignment shall be null and void. Except as may be expressly stated otherwise in this EULA, no right or remedy conferred upon or reserved by any party under this EULA is intended to be, or shall be deemed, exclusive of any other right or remedy under this EULA, at law or in equity, but shall be cumulative of such other rights and remedies. No failure or delay on the part of any party in exercising any right or remedy under this EULA shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by the Company, the writing must be duly signed by an authorized representative of the Company), and shall be valid only in the specific instance in which given. The relationship of the parties is solely that of independent contractors. Nothing in this EULA shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties. You agree that the Company may send you notices by email, via your Software account, by regular mail, and/or via postings on or through Software. Except as stated otherwise in this EULA or required by law applicable to you, you agree to send all notices to the Company, to email@example.com. You must not use or otherwise export or re-export the Software except as authorized by Export Control Laws. “Export Control Laws” means all applicable export and re-export control laws applicable to you, as well as the United States’ Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State. The Company shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (A) act of God, (B) war, riot or civil commotion, (C) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (D) other similar cause beyond Company’s reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Software shall not be deemed within the Company’s reasonable control. The Section and sub-Section headings in this EULA are for convenience of reading only, and may not to be used or relied upon for interpretive purposes. You represent that you are of a legal age in your jurisdiction to form a binding contract, but in any event at least thirteen (13) years old.
- Contact Information. If you have any questions concerning this EULA, please contact us at firstname.lastname@example.org.