END USER EVALUATION LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT (THE “AGREEMENT“) IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AS AN INDIVIDUAL, COMPANY OR OTHER LEGAL ENTITY (“YOU“) AND DATAHEROES LTD. (THE “COMPANY“).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING AND/OR USING THE SOFTWARE (AS DEFINED BELOW). ANY USE OF THE SOFTWARE IS AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, UNLESS YOU AND THE COMPANY HAVE EXECUTED A SEPARATE AGREEMENT IN WRITING, SIGNED BY BOTH YOU AND THE COMPANY WHICH EXPRESSLY SUPERSEDES THIS AGREEMENT.
BY (i) CLICKING “I AGREE”, “ACCEPT” OR SIMILAR BUTTON WHICH REFERENCES THIS AGREEMENT; AND/OR (ii) DOWNLOADING, INSTALLING, OPERATING OR OTHERWISE USING THE SOFTWARE, YOU ARE EXPRESSLY ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND YOU ARE EXPLICITLY ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS.
THE EARLIER OF THE FOREGOING (i)-(ii) SHALL BE CONSIDERED AS THE “EFFECTIVE DATE” OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE NOT WILLING TO BE BOUND BY IT, DO NOT DOWNLOAD, INSTALL, OPERATE OR OTHERWISE USE THE SOFTWARE AND ANY PORTION OF IT IN ANY MANNER AND YOU MUST PROMPTLY UNINSTALL THE SOFTWARE, AND ANY PART THEREOF, FROM YOUR SYSTEM.
1. License grant and restrictions.
1.1 The Company’s Software. The Company is the developer and provider of a Python based library named “skcoreset” (the “Software”). The term “Software” includes the Software (including any APIs with which it is interfaced), its binary code, compilation of data, or visual display resulting from the operation of the Software, and any associated materials and documentation.
1.2 License. The Company hereby grants you, and you accept, a limited, personal, non-exclusive, non-sublicensable, non-transferable, and revocable license to install and use the Software in its binary form for internal evaluation purpose only, for a period commencing on the date in which you will be issued a License Key (as such term is defined below) in accordance with Section 1.3 below, and ending forty five (45) days following such date, unless extended by the Company in its sole discretion, by providing you a notice regarding such extension) (the “Evaluation Period”), all in accordance with the terms contained in this Agreement and the Software’s related documentation (collectively, the “License”). It hereby clarified that you are prohibited from using the Software in production environment and/or for any commercial purpose, and to the extent that you will be interested in using the Software for such purposes, such engagement will be subject to a different agreement which may be executed between you and the Company. The use of the Software as part of the license granted hereunder is free of charge. The Company reserved the right to charge fees for such use, in the future, by providing you with an advanced notice.
1.3 Authentication Process. Subject to the terms of this Agreement, you will be granted with a certain personal license key for accessing and using the Software for the Evaluation Period (“License Key”), and your use of the Software shall be contingent on the successful authentication process of such License Key. You are not allowed to share such License Key with any other party, and such License Key shall be deemed as Company’s Confidential Information (as defined below). As part of the authentication process, we and/or our third party service providers may collect and/or process your License Key together with additional technical information collected from the properties in which you installed the Software (such as your MAC address) (collectively, “Authentication Data”).
1.4 Prohibited Uses. Except as specifically permitted herein, without the prior written consent of the Company you agree not to, directly or indirectly: (i) use, modify, or create a derivative work of any part of the Software; (ii) sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this Agreement with or to anyone else; (iii) copy, distribute, publish or reproduce the Software; (iv) use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express authorization of the Company; (v) use the results of any benchmarking of the Software for your own competing software development activities; (vi) modify, disassemble, decompile, reverse engineer, revise or enhance the Software or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software, except to the extent otherwise permitted under applicable law, in the jurisdiction of use, notwithstanding this prohibition; (vii) remove or otherwise alter any of the Company’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to the Software as delivered to you; (viii) ship, transfer or export the Software into any country, or make available or use the Software in any manner which is in violation of applicable export control laws, restrictions or regulations and/or (ix) disclose, provide or otherwise make available trade secrets contained within the Software and related documentation in any form to any third party without the prior written consent of the Company. You shall implement reasonable security measures to protect such trade secrets.
1.5 Lawful Use: You hereby agree that you shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which you use the Software, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights. The Software should be installed, accessed or other used (as applicable) in accordance with the instructions of the Company and in accordance with the instructions set forth in the Software’s documentation.
- Title & Ownership.
- Ownership of the Software. The Software (including all related source code) and the related documentation are licensed and not All right, interest and ownership in and to the Software and the related documentation, including without limitation in and to any and all Intellectual Property Rights evidenced by or embodied in, attached, connected and/or related to the Software, are and shall remain owned solely by Company or its licensors. For the avoidance of doubt, any updates, modifications, improvements, or derivations made to the Software, shall remain the sole property of the Company. This Agreement does not convey to you an interest in or to the Software but only a limited right to use the Software in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Company’s Intellectual Property Rights under any law. “Intellectual Property Rights” means: (i) inventions (whether or not patentable), patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
- If you contact the Company with feedback data (e.g., questions, comments, suggestions, requests for modification or improvement, or the like) regarding the Software or your evaluation process thereof (collectively, “Feedback”), such Feedback shall be exclusively owned by the Company, and you hereby assign to the Company all rights, title and interest that you may have in such Feedback, including without limitation all Intellectual Property Rights embodied therein, and you expressly waive any rights for any consideration whatsoever (including but not limited to royalties) with respect to such Feedback, whether the Company shall incorporate such Feedback in any of its current or future products (including the Software) or not. The Feedback shall be deemed as Company’s Confidential Information (as defined below).
- Meta Data. You hereby acknowledge and agree that the Company may collect, using its APIs, certain information deriving from your use of the Software (such as, technical and behavioral data) (collectively, “Metadata”). You hereby agree that the Company will be the exclusive owner of all anonymous information included in or deriving from such Metadata (i.e., non-identifiable information, aggregated and analytics information) and you hereby expressly waive any claims for any rights whatsoever in such anonymous information.
- Personal Data. You will be required to provide us with your full name, e-mail address and your organization’s name (collectively, “Contact Details”) in order for us to provide you a License Key, and your License Key will be linked with your Contact Details. Therefore, your Contact Details, and any Authentication Data or Metadata cross-referenced with such License Key (collectively, Personal Data”) may be deemed as personal data under applicable privacy laws.
YOU HEREBY CONSENT TO THE COLLECTION AND PROCESSING OF YOUR PERSONAL DATA IN ACCORDANCE WITH THIS SECTION. YOU ACKNOWLEDGE AND CONFIRM THAT YOU ARE NOT REQUIRED TO PROVIDE US WITH YOUR PERSONAL DATA AND THAT SUCH DATA IS VOLUNTARILY PROVIDED TO US.
Your Personal Data may be processed by us for our general administrative and legitimate business purposes, including without limitation for the improvement of the Company’s products and/or services.
You hereby acknowledge and confirm that the Personal Data shall not be transferred to any third party, other than to (a) to satisfy any applicable law or governmental request; (b) to enforce this Agreement, including investigation of potential violations thereof, and to defend against any claims or demands asserted against us by you or on your behalf; (c) to detect, prevent, or otherwise address fraud, security or technical issues; (d) by virtue of undergoing any change in control, including by means of merger, acquisition or purchase of all or substantially all of the assets of the Company, so long as such acquirer maintains the same privacy terms hereunder; (e) pursuant to your explicit approval prior to the disclosure; and/or (f) service providers involved in pursuing the purposes set forth above on the Company’s behalf. You further acknowledge and confirm that such recipients may be located in a country that does not have the same data protection laws as your jurisdiction, and you hereby consent to such cross-border transfer.
Furthermore, your Contact Details may be processed for the purpose of providing you commercial and/or non-commercial materials related to our current and/or future activities and/or products (“Marketing Purposes”). You may withdraw your consent for using your Contact Details for Marketing Purposes by sending a written notice to firstname.lastname@example.org or by following the instructions for removing yourself from the mailing list which are available in the applicable marketing message transmitted to you.
- Disclaimers. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. THE COMPANY OR ITS AFFILIATES, AGENTS, RESELLERS, LICENSORS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE’S OPERATION WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER SOFTWARE LIMITATIONS. TO THE EXTENT ALLOWED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INTERFERENCE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY AND RELIABILITY OF THE RESULTS AND OTHER DATA PRODUCED BY USE OF THE SOFTWARE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY WITH THE SOFTWARE (IF ANY), WILL BE FREE OF VULNERABILITY, INTRUSION OR ATTACK.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) THE COMPANY OR ITS SUPPLIERS AND/OR LICENSORS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, 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 THE INSTALLATION AND/OR USE OF THE SOFTWARE OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY (IF ANY) AND/OR ANY USE OF OR INABILITY TO USE THE SOFTWARE (INCLUDING THE RESULTS AND CONSEQUENCES OF USE OF THE SOFTWARE AND THE ACCURACY OF SUCH RESULTS AND THEIR RELIABILITY) OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY (IF ANY), EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL EXCEED ONE HUNDRED (100) US DOLLARS. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
6. Third Party Software. The Software is based on software which is developed and owned by the Company and/or its licensors. The Software may use or include third party software, files and components that are subject to open source and third party license terms. A list of third party components that their licenses require certain notification (“Third Party Components“) is available in the Software or its documentation or in the Company’s website, and may be updated from time to time. Your right to use such Third Party Components as part of, or in connection with the Software is subject to any applicable acknowledgements and license terms accompanying such Third Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. You hereby agree to such terms associated with the Third Party Components. Under no circumstances shall the Software or any portion thereof (except for the Third Party Components contained therein) be deemed “open source” or “publicly available” software.
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 Components, the Company will provide you and any third party, during a period set forth by each such license, for a charge of no more than Company’s cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. For that purpose, you should contact the Company at: email@example.com
7. Indemnification. You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your unauthorized use of the Software; (ii) your infringement of the Company’s Intellectual Property Rights; and/or (iii) your violation of any term of this Agreement.
8. Termination. This Agreement will immediately terminate upon the expiration of the Evaluation Period, unless earlier terminated as set forth in this Section. The Company may immediately terminate this Agreement (including the License granted therein) by written notice to you at any time and for whatever reason, including without limitation in case you fail to comply with, or breach, any provision of this Agreement. Upon termination of this Agreement: (i) the License granted to you in this Agreement shall expire and you, shall discontinue all further use of the Software and you shall delete the documentation; and (ii) you shall promptly remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control. Upon the Company’s request you shall within three (3) days certify destruction of, all full or partial copies of the Software, documentation and related materials provided to you by the Company or on its behalf. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Termination of this Agreement shall not limit Company from pursuing any other remedies available to it under the applicable law.
9. Maintenance and Support. The Company is not obligated to provide you support and/or maintenance services with respect to the Software (such as, upgrades, modifications, or new releases of the Software).
The Software (including all related source code), the documentation and any and all information therein or relating thereto, including but not limited to trade secrets, technology, methodology, data, know-how, techniques and look and feel of the Software, and all other information provided to you by the Company or its affiliates (if any), whether written or oral that, given the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, shall all be deemed as confidential information of the Company (collectively, “Confidential Information”). You shall take reasonable measures, at least as protective as those taken to protect your own confidential information, but in no event less than reasonable care, to protect the Confidential Information from disclosure to a third party. You shall not use or disclose the Confidential Information except as expressly permitted under this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Company.
11. Miscellaneous. This Agreement shall be construed and governed in accordance with the laws of the State of Israel (except for conflict of law provisions) and the competent courts of the Tel-Aviv-Jaffa District, Israel shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement represents the complete agreement concerning the license granted herein and the subject matter hereof. The Company may, at its sole discretion, change the terms contained herein by providing you a notice. Such notice may be delivered via email. 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. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign your rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and/or obligations under this Agreement without restriction or notification.
NOTE: THE SOFTWARE IS CURRENTLY IN ITS BETA VERSION AND IS UNDERGOING BETA TESTING. THEREFORE, THE SOFTWARE MAY SUFFER DISRUPTIONS, MAY CONTAIN BUGS AND MAY NOT OPERATE AS DESIGNATED OR INTENDED. YOUR USE OF THE SOFTWARE CONSTITUTES YOUR AGREEMENT TO PARTICIPATE IN SOFTWARE BETA TESTING. YOU MAY CONTACT US BY USING THE CONTACT INFORMATION PROVIDED BELOW WITH RESPECT TO ANY SUPPORT QUESTIONS REGARDING THE BETA VERSION OF THE SOFTWARE.
Contact information: at firstname.lastname@example.org
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. BY CLICKING “I AGREE”, “ACCEPT” OR SIMILAR BUTTON, AND/OR CONTINUING TO DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE (AS APPLICABLE), YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT.