IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" or “LICENSEE”) AND SOFTWATCH TECHNOLOGIES 2009 LTD. AND/OR ANY OF ITS SUBSIDIARIES (“SOFTWATCH”). READ IT CAREFULLY BEFORE USING THE SOFTWATCH’S OPTIMIZEIT™ SOFTWARE, WHICH INCLUDES ANY ASSOCIATED SOFTWARE COMPONENTS, ANY MEDIA, ANY PRINTED MATERIALS AND ANY “ONLINE” OR ELECTRONIC DOCUMENTATION (THE "SOFTWARE"). THIS AGREEMENT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY USING THE SOFTWARE, YOU ARE CONFIRMING YOUR FULL ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AS-A-WHOLE, THEN YOU MAY NOT USE OR ACCESS THE SOFTWARE IN ANY WAY.
1. LICENSE.
The Software is licensed, not sold. SoftWatch grants you a personal, non-exclusive and non-transferable limited license (and without rights to sublicense or otherwise transfer to a third party) only to install and for the use of the Software for your internal business use only, for which the proper fees have been paid.
2. PROPERTY OF SOFTWATCH.
The Software is the confidential property of SoftWatch. All right, title and interest, including without limitation, copyright, in and to the Software is the sole and exclusive property of SoftWatch. For greater certainty, the Software shall include all parts and aspects of the Software, including without limitation any images, graphic user interface, design elements, custom made adaptations, order of operation, socalled “look and feel”, data organization, ideas, concepts, photographs, animations, text and "applets" that are incorporated into the Software and all accompanying printed material of the Software.
3. GRANT OF LICENSE.
The Software is licensed as a single product. Its component parts may not be separated for use on more than one server. You may use this Software on one single server on as many client workstations as you have purchased licenses for. Under no other circumstances may the Software be operated at the same time on more than the number of computers for which you have paid for. After you have purchased the license for Software, you are licensed to install the Software only into the number of computers corresponding to the number of licenses purchased, regardless of the computer network architecture on which the Software is stored and operated. SoftWatch shall have the right, at any time, to audit and verify your compliance with this Agreement.
4. TERMINATION AND TRANSFER.
You may terminate this license at any time by destroying the original and all copies of the Software in whatever form. You may not transfer any of your rights under this EULA without SoftWatch’s prior written consent, considering a condition precedent of any transfer of the Software and your rights under this EULA that the party to whom you transfer agrees to be bound by the terms of this EULA. Without prejudice to any other rights, SoftWatch may immediately terminate this EULA upon a written notice if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software.
5. RESTRICTIONS.
You may not modify, enhance, revise, alter, reverse engineer, decompile, or disassemble the Software and you may not transfer the Software to another entity. You may not sublicence, rent, lease, or lend either the Software or your rights under this EULA. You may not use the Software to perform any illegal purpose and you may use the Software as expressly provided under these provisions. No proprietary or intellectual right, title or interest in or to any trademark, logo or trade name of SoftWatch or its licensors is granted under this EULA.
6. UPGRADES.
Future Software that SoftWatch labels as an upgrade shall replace and / or supplement the Software that constitutes the basis of this EULA. You may use the resulting upgraded Software only in accordance with the terms and conditions of this EULA unless amended by the terms of that upgrade.
7. SUPPORT SERVICES.
SoftWatch may provide you with support services related to the Software. Use of support services is governed by SoftWatch polices and programs described in the user manual, in online documentation, and/or other SoftWatch-provided materials, as they may be modified from time to time. Any supplemental Software code provided to you as part of the support services shall be considered part of the Software and subject to the terms and conditions of this EULA. With respect to technical information you provide to SoftWatch as part of the support services, SoftWatch may use such information for its business purposes, including for product support and development.
8. INTELLECTUAL PROPERTY.
You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of SoftWatch and you will not acquire any rights to the Software except as expressly set forth in this license. You agree that any copies of the Software will contain the same proprietary notices which appear on and in the Software.
9. LIMITED WARRANTY.
SoftWatch warrants to you that for a period of 12 months from the date that you licensed, and paid for, the Software (as evidenced by a copy of such payment receipt) will materially perform in accordance with the written materials that are enclosed with the Software. Except for the foregoing, the Software is provided "AS IS".
10. CUSTOMER REMEDIES.
SoftWatch and its suppliers' sole and absolute liability, and your exclusive remedy, under this EULA shall be, at SoftWatch's sole discretion, to either repair or to replace the Software that does not meet SoftWatch's limited warranty stated in section 9, or refund the fee paid by you for such Software upon receipt by SoftWatch of the Software with a copy of your payment receipt. The limited warranty in section 9 is void if any failure of the Software to operate has resulted from misuse, breach of this EULA, accident, abuse or misapplication by any person other than SoftWatch. Any replacement of the Software will be warranted, on the same terms and conditions as stipulated herein, and for the same period as stipulated under Section 9.
11. DISCLAIMER OF WARRANTY.
UNLESS SPECIFIED IN THIS EULA, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
12. LIMITATION OF LIABILITY.
IN NO EVENT SHALL SOFTWATCH, SOFTWATCH’S SUPPLIERS OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL DAMAGES, ARISING OUT OF, OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SOFTWATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall SoftWatch's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the greater of USD$1.00 or the amount paid by you for the Software under this EULA. You agree and confirm that: you shall not apply for or seek any punitive or exemplary damages against SoftWatch in any connection with this EULA, the Software or the conduct of SoftWatch; and, the provisions of sections 9,10, 11 and 12 have induced SoftWatch to enter into this EULA and that SoftWatch would not have entered into this EULA but for such provisions. Sections 9,10,11 and 12 shall survive any termination of this EULA for any reason whatsoever.
13. GOVERNING LAW.
This EULA shall be governed and interpreted in accordance with the laws of the State of NewYork, USA. The parties submit, attorn and consent to the exclusive jurisdiction of the courts in the State of NewYork, USA.
14. SEVERABILITY.
If any term, clause, paragraph or article of this EULA is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or modify the remainder of this EULA, but the effect shall be confined to the term, clause, sentence or article of this EULA judged to be invalid or unenforceable.
15. ENFORCEABILITY.
The failure or delay of any party to enforce at any time or any period of time any of the provisions of this EULA shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision.
16. ENTIRE AGREEMENT.
This EULA is the entire EULA between you and SoftWatch relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or other communication between the parties relating to its subject matter during the term of this EULA. No modification of this EULA will be binding, unless in writing and signed by an authorized representative of each party. Should you have any questions concerning this EULA, or if you desire to contact SoftWatch Technologies 2009 Ltd. for any reason, please contact by mail at: support@softwatch.com.
SOFTWATCH TECHNOLOGIES 2009 END USER LICENSE AGREEMENT
