GLOBUS TECHNICAL EQUIPMENT LTD.
END USER LICENSE AGREEMENT
READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE INSTALLATION OF THE SOFTWARE.
ALL USE OF SOFTWARE OF GLOBUS TECHNICAL EQUIPMENT LTD. (“Globus“), ARE AND SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY DOWNLOADING AND INSTALLING THE SOFTWARE (AS DEFINED HEREUNDER) ON YOUR COMPUTER AND/OR BY USING THE SOFTWARE, YOU ARE ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATLY CEASE USE OF THE SOFTWARE.
- License. THIS IS A LICENSE AGREEMENT AND NOT AN AGREEMENT FOR SALE. Globus hereby grants you, and you hereby accept, a personal, non-transferable, non-assignable, revocable, non-exclusive, limited license (“License“) to use Globus’s XpertMapping CMM Error Map Editor and Compensation Tool, including any revisions, releases, corrections, copies, modifications, derivatives, enhancements, updates and/or upgrades thereto (the “Software“), the Services and Support (as defined below) (subject to maintenance services agreement) and any other documentation or user guide related to the Software, in executable form only, for the limited rental period of which you have purchased and only in accordance with the terms of this Agreement.
- Title & Ownership. All intellectual property rights, (including, without limitation, rights in copyrights, trade secrets, trademarks, tradenames, design right, inventions, source codes, algorithms, patents (as well as applications therefor, continuations and re-issuances), know how, and all improvements, derivatives, modifications and discoveries thereof and goodwill associated therewith) whether registered or not, now existing or subsisting or hereafter developed, evidenced by or embodied in and/or attached, connected, or related to the Software (including, without limitation, the source code, binary code, user guides, and any other documentation) and/or the Services and/or the Support (each as defined below) (subject to maintenance services agreement), are and shall be owned solely by Globus. Nothing in this Agreement constitutes a waiver of Globus’s intellectual property rights under any law.
- Prohibited Uses. You agree not to (1) modify, merge, or adapt the Software; (2) sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this License with/to anyone else; (3) copy, disassemble, decompile, reverse engineer, revise or enhance the Software, or otherwise translate or attempt to discover the Software’s source code; (4) place the Software onto a server so that it is accessible via a public network; or (5) use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy of the Software if it is destroyed or becomes defective.
Without derogating from the above, if you make any modifications and/or derivative work in respect of the Software, any such modifications and derivative works shall be solely owned by Globus, and you will have no right or title therein. You agree to execute any document and provide any assistance required ensuring vesting full title and ownership of such modifications and derivative works in Globus.
- Limited Warranty. Globus warrants, for a period of 1 year after the date of delivery of the Software to you (the “Warranty Period“), that the Software will perform in substantial compliance with the user guide, provided that it is used on the computer hardware and with the operating system for which it was designed (the “Warranty“). The following are excluded from the Warranty: (i) insignificant defects, such as errors that can be easily corrected and will not show up as a performance defect; (ii) defects discovered in Software that has been modified, altered, or enhanced without Globus’s prior consent; and (iii) other damage caused by abuse, misuse, neglect, improper storage, or unauthorized repair or installation, or by the misuse of the Software.
In the event that at any time during the Warranty Period, a significant error is discovered in the Software, your exclusive remedy shall be for Globus to attempt, through reasonable efforts, to provide a correction for such error, free of charge. Warranty claims shall be made in writing during the Warranty Period and within 7 days of the observation of the defect accompanied by evidence satisfactory to Globus.
- Services. By activating the activation key and/or license file and/or any other method or any other in the Software, You authorize Globus to access the computer(s) on which the Software is installed to provide you with certain updates and services (the “Services”), and perform any actions and tasks in respect of such computer(s), as required in order for Globus to provide you with the Services. The above is subject to Service and Support agreement).
- Support. Globus will provide online support via email ([email protected]). Globus is committed to response to any support request within 12 hours from the moment the request has been sent by the user. Online support can be given using instant messaging software.
- Warranty Disclaimer. GLOBUS DOES NOT GUARANTEE (1) THAT THE SOFTWARE, WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR (2) THAT THE SOFTWARE, OR THE SERVER THAT MAKES THE SOFTWARE AVAILABLE, OR ANY ELECTRONIC COMMUNICATION SENT BY GLOBUS TO YOU ARE FREE OF VIRUSES, ADWARE, MALWARE AND/OR OTHER HARMFUL CONTENT, OR (3) THE FULL FUNCTIONALITY, ACCURACY, OR RELIABILITY OF THE RESULTS OBTAINED BY YOU THROUGH THE SOFTWARE.
TO THE EXTENT ALLOWED BY LAW, GLOBUS EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES NOT STATED HEREIN AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Consequential Damages. The parties acknowledge that the Software is inherently complex and may not be completely free of errors. EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY GLOBUS’S NEGLIGENCE, GLOBUS SHALL NOT BE LIABLE (WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) TO YOU, THE USERS OF THE SOFTWARE, SERVICES OR SUPPORTOR ANY THIRD PARTY, FOR ANY LOSS OR DAMAGE (INCLUDING INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES), INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION, SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO ANY USE OF THE SOFTWARE , OR THE SERVICES, OR THE SUPPORT EVEN IF GLOBUS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation of Liability. IN THE EVENT THAT, NOTWITHSTANDING THE TERMS OF THIS AGREEMENT, GLOBUS IS FOUND LIABLE FOR DAMAGES, ITS TOTAL LIABILITY (WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE PURCHASE PRICE, ACTUALLY PAID BY YOU TO GLOBUS, FOR THE SOFTWARE.
- Confidentiality. You acknowledge that the Software , Services and Support includes and constitutes the confidential information of Globus, and agree to maintain the same in the strictest confidence. You further agree not to, at any time, directly or indirectly, use or assist others in using, any part of the Software , the Services and/or the Support to design, develop or manufacture any product which is the same as or similar to the Software.
- Termination. Failure to comply with the terms of this Agreement shall terminate your License and this Agreement. Upon termination of this Agreement by Globus: (1) the License granted to you in this Agreement shall immediately expire and you shall immediately discontinue all further use of the Software; and (2) you shall promptly return to Globus all tangible property representing Globus’s intellectual property rights and all copies thereof and/or shall erase/delete any such information held by you in electronic form. Sections 2 (Title and Ownership), 8 (Consequential Damages), 9 (Limitation of Liability), 11 (Termination), 10 (Confidentiality) and 13 (Governing Law and Jurisdiction) shall survive any termination of this Agreement.
- Severability. If any part of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of this Agreement and shall not affect the validity and enforceability of any of the remaining provisions of this Agreement. In such cases, the rest of the Agreement shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
- Governing Law & Jurisdiction. This Agreement is governed by the laws of the State of Israel, and the competent courts in Tel Aviv-Jaffa shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement, provided however that Globus shall be entitled to seek injunctive relief in any other jurisdiction.
- Assignment. Globus reserves the right to transfer, assign, sublicense or pledge this Agreement, at its sole discretion. You may not transfer, assign, sublicense or pledge in any manner whatsoever any of your rights or obligations under this Agreement, without the prior written consent of Globus.