END USER LICENSE AGREEMENT (EULA)
IMPORTANT: This document is a binding agreement between Ghotit Ltd. (the “Company“) and the undersigned (“you“). Any usage of “Ghotit Real Writer & Reader for Windows Version 10” (together with any related documentation provided by the Company, the “Product“), which you are about to install, and any usage of updates, upgrades, modifications and fixes of the Product, which may be distributed by the Company at its discretion, is subject to this Agreement.
BY CLICKING ON THE “I Understand and Agree” BUTTON BELOW, OR BY DOWNLOADING, COPYING, INSTALLING OR OTHERWISE USING THE PRODUCT, YOU IRREVOCABLY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. DO NOT INSTALL OR USE THE PRODUCT UNLESS YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO THE FOLLOWING TERMS:
1. License. The Company hereby grants to you a limited, personal, non-commercial, non-exclusive, non-assignable (without right of sublicense) and non-transferable License to install and use Company’s Product (including any related documentation, updates, amendments and media, if provided by the Company. You are only allowed to use the Product for your own internal benefit, at your premises, and solely in the Product’s usual and customary user environment, as it is intended to be used.
The Product is protected as a “binding to hardware” (the program can run only on that computer which hardware-ID is indicated in the License Manager). The number of licenses equals the number of machines on which you can install and activate the Product, in other words, if you have one license, then you can install and activate the Product on only one particular computer. Any changes in computer hardware could lead to “binding to hardware” invalidation and the License being unusable. You are not allowed to install and/or run this product under a Virtual Machine.
2. Restrictions. You may not, and may not attempt to: (i) make copies of the Product or any part thereof, except that you may make one copy of the Product, provided that it will be used solely for back-up and archival purposes and subject to the terms of this Agreement; (ii) modify or create derivative work of, decompile, disassemble, decrypt, extract, reverse engineer or assemble the Product or any part thereof, or obtain access to the source code of the Product; (iii) remove from the Product any notices of proprietary rights or other product identification contained on or within the Product, or alter or obscure such notices; or (iv) make any joint or group use of the Product, including by way of time sharing or co-use; (v) install or run the Product under a Virtual Machine.
3. Fees and Payments. The Company reserves its absolute and unlimited right to charge fees for usage of the Product at any time. To enable services, the Company may collect and store your billing and credit card information (you will have the option to review, update and modify such information). This information will only be shared with third parties who perform tasks required to complete purchase transactions, such as fulfilling orders and processing credit card payments. You shall pay all fees and charges incurred (including applicable taxes) through your account, at the rates in effect for the billing period in which such fees and charges are incurred.
You may use the Product as one of two user types defined by the Company: (i) as a Paying User, or (ii) as a Trial User for a limited trial period. The Company reserves its absolute and unlimited right (i) to change the rights of any particular user type, (ii) to cancel or re-classify any user type,
or (iii) to charge fees from any user type for access to the Product, at any time. If, at any time, a fee will be required for services that are now free, advance notice of such fees will be clearly posted on the Company’s website, and an opportunity to cancel the account before such fees are imposed will be given.
4. Proprietary Rights of Company. Company retains exclusive ownership of the Product and any patent, copyright, trade secret, trade name and other proprietary or intellectual property rights related to the Product. You agree to notify the Company in writing of any actual or suspected infringement or unauthorized use of the Product that you become aware of. You agree that all rights, title and interest in any development made with respect to the Product, and all intellectual property rights in such developments (whether registered or unregistered, and in any jurisdiction) will be the sole and exclusive property of the Company, and hereby assign, for no consideration, all such rights, title and interest to the Company.
5. Privacy. You agree to comply with and be bound by the instructions of the Company’s privacy policy (as may be amended from time to time), which is an integral part of this Agreement. The updated privacy policy is available at any time at the Company’s web site, at https://www.ghotit.com/privacy-policy/. Subject to the provisions of the privacy policy regarding personal information (including your user name and password, and your billing and credit card), any data or material submitted by you to the Company will be treated as non-confidential and non-proprietary information, and may be used and made public by the Company freely and for any purpose.
6. Confidentiality. You agree that neither you, nor your employees or representatives, nor any third party, will use (except as expressly permitted under this Agreement), transfer, make available or disclose to any third party the Product (including its specific features), any information regarding the Product, any know-how, technical data and other information disclosed to you by Company, and any other Company proprietary material or information (collectively, “Confidential Information“). Confidential Information shall not include information which has become publicly known and made generally available through no wrongful act of you or of others who were under confidentiality obligations as to the information involved. You must keep Confidential Information in strict confidence, and allow its use only by your employees who have executed in advance a confidentiality agreement containing terms similar to those set forth above. You agree to implement adequate security measures (the highest degree of care that you use to protect your own confidential information of similar nature, but no less than a reasonable degree of care) to ensure against unauthorized access to, use or copying of the Product, and to notify Company in writing of any misuse or misappropriation of Confidential Information of which you are aware.
7. Availability. You understand that the Product’s operation is dependent on successful Internet communication with the Company’s License Management servers. The Company does not guarantee that such communication will be available continuously or at any particular time, or that it will function properly or completely. If access to the Product is interrupted or prevented, the Company will make its best efforts, at its reasonable discretion, to promptly restore general access to the Product. However, the Company shall not be liable (to you or generally) for any access failure or unavailability of its servers. In addition, the Company may, at its sole discretion and without need of prior notice, refuse access to any person or entity in violation of this Agreement, or to cease providing access (in whole or in part).
8. Limited Warranty. The Product is provided on a strictly “as is” basis. Support for the Product, if any, shall be provided by the Company at its sole discretion. Company does not guarantee nor make any representation regarding the use of or the results of the use of the Product in terms of correctness, accuracy, fitness to a purpose or otherwise, unless and to the extent expressly provided otherwise in a separate written agreement executed by duly authorized officers of the Company. In particular, the Company clarifies that the Product uses word definitions from many different sources over which the Company has no control or responsibility (including third party databases not managed or owned by the Company, definitions submitted by end users, and open sources). In accordance, the Company assumes no liability with respect to the contents of any word definition, including, but not limited to, definitions which you or any third party may find libelous, inflammatory, defamatory, obscene, pornographic, abusive, or otherwise illegal in any way. THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES OR CONDITIONS WITH RESPECT TO THE PRODUCT OR THE USE OR OPERATION THEREOF, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT DEROGATING FROM THE GENERALITY OF THE AFORESAID, THE COMPANY RESERVES THE RIGHT TO ALTER OR DISCONTINUE THE PRODUCT AT ANY TIME. YOUR ONLY RIGHT OR REMEDY HEREUNDER IS TO TERMINATE THIS AGREEMNT AND YOUR USE OF THE PRODUCT, AS PROVIDED HEREIN.
9. Limitation of Liability. Company’s maximum liability arising out of the subject matter of this Agreement is limited to an aggregate amount equal to the amount actually paid by you to the Company for use of the Product, if any. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGES (INCLUDING WITHOUT LIMITATION LOST REVENUE, PROFIT OR DATA, PROCUREMENT OF SUBSTITUTE PRODUCTS, UNAUTHORIZED OR FRAUDULENT USE OF PERSONAL INFORMATION, OR OTHER SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT, INFIRNGEMENT OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE SUBJECT TO A JURISDICTION IN WHICH ANY OF THE LIMITATIONS OF LIABILITY HEREIN IS INVALID, YOU AGREE TO BE BOUND BY THE LIMITATIONS TO THE MAXIMUM EXTENT PERMITTED BY SUCH JURISDICTION. The parties acknowledge that this is a reasonable allocation of risk.
10. Termination. This Agreement and the license granted hereunder may be terminated by the Company immediately upon written notice if you breach any of the material provisions of this Agreement and fail to cure a curable breach within 30 days. In addition, you may terminate this Agreement and the license granted hereunder any time by removing all copies of the Product from your system and destroying such copies. Upon termination of this Agreement, in addition to any other rights that the Company may have under applicable law, in equity or otherwise, the license granted under this Agreement shall automatically terminate, and you shall promptly return to Company or destroy all copies of the Product and any related materials, as directed by Company. Sections 2 to 12 hereof shall survive termination or expiration of this Agreement.
11. Amendments. Company reserves the right to modify this Agreement at any time by providing you with the revised terms hereof, or by publishing the revised terms on its website. The revised Agreement shall enter into effect 7 days of its publishing or provision to you, unless you explicitly accept the revised Agreement earlier. Either your explicit acceptance, or your continued use of the Product after expiry of the 7-day notice period, shall constitute your irrevocable acceptance to be bound by the terms and conditions of the amended Agreement. The latest, most updated version of this Agreement may be found at any time at the Company’s web site.
12. Miscellaneous. This is the entire agreement and understanding between you and the Company with respect to its subject matter, and supersedes any prior oral or written agreement. If any provision of the Agreement is held to be void or unenforceable, than such provision is herewith amended to the extent necessary for the Agreement to be otherwise enforceable. No failure or delay of a party in exercising any right hereunder shall operate as a waiver thereof, nor will any partial exercise of any right hereunder preclude further exercise. Neither party may assign this Agreement except to its successors (by merger, asset or share purchase, or otherwise). This Agreement is governed by and subject to the laws of the State of Israel, without regard to its conflict of laws rules. The competent courts of Tel Aviv, Israel shall have exclusive jurisdiction over any dispute arising out of this Agreement, except that the Company shall be entitled to seek injunctive or declaratory relief in any court of competent jurisdiction.