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CONSOLE SOFTWARE LICENSE AGREEMENT

(last updated July 17, 2023)

THIS IS A LICENSE, NOT A SALE

THIS IS A SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) BETWEEN WING CLOUD, INC., A DELAWARE CORPORATION AND/OR ITS AFFILIATES (dba “WING CLOUD”) ("COMPANY"), AND THE END USER (“YOU” (AND ITS DERIVATIVES) OR “LICENSEE”), EACH A “PARTY” AND TOGETHER, THE “PARTIES.” PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF COMPANY’S PROPRIETARY CONSOLE SOFTWARE APPLICATION, WHETHER INSTALLED ON LICENSEE’S DEVICE OR ACCESSED VIA A WEB PORTAL (“SOFTWARE”), AND ANY ACCOMPANYING DOCUMENTATION (“DOCUMENTATION”) (COLLECTIVELY, THE “CONSOLE”). BY: (1) SUBSCRIBING TO THE CONSOLE, DOWNLOADING IT OR OTHERWISE USING OR ACCESSING IT, (2) CLICKING ON THE “I AGREE” BUTTON FOLLOWING THIS AGREEMENT, OR (3) AUTHORIZING COMPANY (OR ITS AUTHORIZED AGENTS) TO INSTALL THE CONSOLE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT ON BEHALF OF YOURSELF PERSONALLY OR THE ENTITY OR INDIVIDUAL BY WHICH YOU ARE EMPLOYED AND/OR ARE OTHERWISE REPRESENTING AND WARRANTING THAT YOU HAVE ADEQUATE LEGAL POWER AND CAPACITY TO ENTER INTO THIS AGREEMENT AND ARE AUTHORIZED TO BIND SUCH ENTITY OR INDIVIDUAL. IF YOU DO NOT AGREE WITH ALL OF THE TERMS HEREOF OR DO NOT UNDERSTAND THESE TERMS, YOU MUST: (1) CLICK THE “I DO NOT AGREE” BUTTON; AND (2) NOT ACCESS OR OTHERWISE USE THE CONSOLE.

The license to use the console herein is provided, as of the date hereof, free of charge. the company reserves the rights to cease such free-of-charge license and use and charge fees therefor at any time subject to an order form which shall detail the fees, features, scope, duration and such additional terms and conditions, as incorporated by reference to this agreement, which you have executed, signed or otherwise authorized in conjunction with the purchase of the right and license to use the console (“ORDER FORM”).

  1. Platform Provider Terms: Since you may download the Software from a third party platform or an online public registry (e.g. NPM), (“Platform” and “Platform Provider”) such Platform Provider may have established usage rules and policies which may include additional restrictions and obligations related to your use of such Platform the Console (“Usage Rules”). You undertake to comply with all the applicable Platform Provider’s Usage Rules. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the Console. Any download and/or use of the Console by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the console is expressly prohibited.

  2. Grant of License: Subject to the terms and conditions of this Agreement, including, without limitation, the payment of all fees (if any, pursuant to the Order Form), COMPANY hereby grants to Licensee, and Licensee hereby accepts, a limited, personal, non-exclusive, revocable, non-sublicensable, and non-transferable license to use the Software in object code format solely for the purpose for which it was intended in accordance with all documentations provided to Licensee, for Licensee’s own internal use, within the scope and for the limited term specified herein or under the Order Form (if any), subject to earlier termination or expiration of the Agreement and solely for the purpose designated by COMPANY in the Documentation.

Source Available License: Subject to the terms and conditions of this Agreement, COMPANY hereby grants to Licensee, and Licensee hereby accepts, a limited, personal, non-exclusive, revocable, terminable, non-sublicensable, and non-transferable license to view the Software’s source code (or selected parts thereof) as provided by Licensor, without the right to copy, reproduce, distribute, make derivatives of or modify such source code (or the selected parts thereof), solely for Licensee’s own educational and non-commercial purposes and for the purpose of communicating to Licensor any found bugs or other Source Code Feedback (as defined below). For the sake of clarity, the license to the source code is a “source available” license and not an “open source” license, notwithstanding its availability in Platform which may encourage the use of “open source” licenses. The license to the Software’s source code, provides the right to review the source code and not to use it for any purpose other than as provided herein. Any use of the source code may not be made in connection with any Licensee’s or other third party’s commercial activity (to the widest interpretation possible for the term “commercial activity”) unless explicitly agreed otherwise by Licensor in writing. The source code may not by assigned, provided, transferred or otherwise divulged to any third party other than those parties who executed this Agreement in whole.

  1. Ownership: Except for the limited rights expressly granted herein, the license granted hereunder does not transfer to Licensee or any third party any title or any proprietary or intellectual property rights including any copyrights, patents, trademarks, database rights, embodied in, or pertaining to, the Software or Documentation. Nothing in this Agreement shall be construed to convey any title or ownership rights to Licensee. The Console, in whole or in part, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Software and/or Documentation and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered and further including without limitation, any and all derivatives, enhancements, modifications and/or improvements thereto, and any and all intellectual property or proprietary rights under any and all of the foregoing and all copies thereof (however, excluding all data, information and material input, uploaded to, or transmitted through the Software by the Licensee (“Licensee Data”)) are and shall remain the sole and exclusive property of COMPANY and its licensors. All rights not expressly granted herein are hereby reserved to COMPANY and its licensors.

All logos and other proprietary identifiers used by COMPANY in connection with the Console, and other COMPANY products and services (“COMPANY Trademarks”) are all trademarks and/or trade names of COMPANY or its affiliates, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Console belong to their respective owners (“Third-Party Marks”). No right, license, or interest to COMPANY Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to COMPANY Trademarks or the Third-Party Marks and you will not use any of these marks, unless expressly permitted to do so.

The Licensee and/or its licensors shall, as between the Parties, remain the owner of all intellectual property rights in the Licensee Data. The Licensee hereby grants COMPANY, free of charge, a royalty-free, worldwide, non-exclusive license to use the Licensee Data only to such extent as is necessary to enable COMPANY to license the Console and to perform its obligations under this Agreement. The Licensee hereby warrants that the Licensee owns the Licensee Data and/or is otherwise entitled to grant the foregoing license. If this Agreement is terminated, the foregoing license will automatically terminate.

Licensee hereby grants COMPANY a perpetual, irrevocable, royalty-free, and fully paid-up right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations , designs, source code, object code or other documents and/or information provided by Licensee and/or any end-users related to the Console or other COMPANY products or services, including for the purpose of improving and enhancing the Console and/or such other products or services (“Feedback”). Licensee hereby represents and warrants that it shall not provide any Feedback which is subject to any third-party rights or any limitations, and, without derogating from the foregoing, shall promptly inform COMPANY as soon as it becomes aware of any third- party right or limitation which may apply to COMPANY already provided.

In addition, Licensee hereby assigns to COMPANY any and all right, title and interest, including intellectual property rights, and further including any moral rights therein (which to the extent may not be assigned by Licensee, are hereby expressly waived by Licensee), in and to any suggestions, ideas, enhancement requests, feedback, recommendations, designs, source code, object code or other documents and/or information provided by Licensee as a result of its utilization of the Source Available View License as referred to hereinabove, as well as any findings, errors and software bugs detected by Licensee, and any derivatives of any of the foregoing (“Source Code Feedback”). It is being clarified that any contributions of any kind (including but not limited to any suggestions, ideas, enhancement requests, feedback, recommendations, designs, source code, object code or other documents and/or information) made by Licensee in connection with the Console, including if such contribution is made while engaging in any other contribution projects run by Company (even if such other projects are themselves under an open-source licensing or other separate licensing regime) shall be considered as Source Code Feedback and governed by the provisions hereunder (i.e. and NOT by any other terms and conditions or agreements that apply to such other projects (“Other Terms and Conditions”)). In the event of any contradiction or inconsistencies between such Other Terms and Conditions and the provisions hereunder with respect to the Feedback and/or the Source Code Feedback, the provisions hereunder shall govern. The Licensee hereby acknowledges and agrees that it shall not be entitled to any monetary compensation, royalties or the like in consideration for the Source Code Feedback, however, for all intents and purposes the assignment to COMPANY of such Source Code Feedback is hereby made for good and sufficient consideration the receipt of which is acknowledged by Licensee. COMPANY shall be free and under no restriction to use, copy, publish, review, assess, test, adapt, modify, implement and otherwise analyze the Source Code Feedback in any way it deems fit, including the incorporation thereof in the Software for commercial purposes. You hereby represent and warrant that your submission of any Source Code Feedback is your own work, that you have not used information owned by another person or entity, and that you have the legal right to provide the Source Code Feedback to COMPANY and that such Source Code Feedback does not infringe or misappropriate any third party rights (including intellectual property and privacy rights). You further agree that the Source Code Feedback shall be deemed the Confidential Information (as defined below) of COMPANY and that you shall not publish, discuss or disclose the Source Code Feedback to any third parties; provided however that you may publish and discuss the Source Code Feedback only after receiving written notice that any related vulnerability, error or bug is fixed, subject in any event to the prior written consent of COMPANY.

  1. Accounts & Passwords: In order to access and use the Console you may be required to create an account (“Account”) and provide certain details requested therein. If you are not logging on through a third party network (such as Google SSO), you must also create a password to access your Account. You are solely responsible to maintain the confidentiality of your Account and password and you must not share such credentials with any third party. You should ensure that you exit from your Account at the end of each session and take particular caution when accessing your Account from public or shared computers. You agree to notify us immediately (at [email protected]) of any unauthorized access to or use of your Account or password or any other breach of security. All information you provide for registration of your Account will be stored and used in accordance with COMPANY’s then in effect privacy policy.

  2. Term and Termination

The term of this Agreement (“Term”) will be effective for the period during which the Console is offered free-of-charge or for the duration of the subscriptions terms set forth in the Order Forms (“Subscription Terms”). The Subscription Terms shall be automatically renewed for the same period as in effect on time of expiration (e.g. 1 month/1 year), unless either Party provides written notice of non-renewal to the other at least thirty (30) days before expiration of the applicable initial term or then-current renewal term.

COMPANY has the right to terminate or suspend your access to all or part of the Console for any or no reason, including without limitation, any violation of this Agreement. Further, COMPANY reserves the right to modify, correct, amend, enhance, improve, make any other changes to, suspend or discontinue, temporarily or permanently the Software and/or Documentation (or any part thereof, including but not limited to any content, features, functionalities and the ‘look and feel’) without notice, at any time and at its sole discretion. You agree that COMPANY shall not be liable to you (and/or to end-users) for any such actions, including without limitation, modification, suspension, or discontinuance of the Software and/or Documentation. Further, COMPANY shall have the right to immediately terminate this Agreement, the license granted hereunder, and Licensee’s use of the Console in the event Licensee: (a) breaches this Agreement or any agreement or legal instrument, further and if applicable subject to the Order Form, or (b) becomes the subject of a voluntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within thirty (30) days of filing. Upon termination or expiry, all rights granted hereunder shall immediately expire and Licensee shall cease using the Console and at COMPANY’s option destroy or return all copies of the Software and the Documentation to COMPANY. Termination of this Agreement shall not limit COMPANY from pursuing any other remedies available to it, including, but not limited to, injunctive relief. Such sections intended to survive termination shall so survive termination or expiry of this Agreement.

  1. Consideration: If COMPANY ceases the free-of-charge offering of the Console (as described in the preamble hereof), then in consideration for the rights and services granted under this Agreement, Licensee shall pay COMPANY the fees specified under the Order Form in accordance with the payment and other terms specified thereunder. All orders are non-cancellable and all fees paid are non-refundable and not subject to set-off or any withholding. Fees are subject to periodical update as shall be notified in advance by COMPANY or otherwise agreed in writing by the Parties. Unless otherwise set forth in the Order Form, all fees will be invoiced in advance. All invoices issued hereunder are due and payable according to the payment terms in the Order Form, if applicable, or within thirty (30) days from invoice send date. If Licensee provides COMPANY with credit card information for payment, Licensee acknowledges that an invoice may not be sent and Licensee authorizes COMPANY to charge the credit card provided for the charges listed in the Order Form for the applicable Subscription Term(s). If the Licensee requires the use of a purchase order or purchase order number, the Licensee (a) must provide the purchase order number at the time of purchase and (b) agrees that any terms and conditions on a Licensee purchase order will not apply to this Agreement Terms and are void. Past due amounts are subject to a finance charge of 1.5% per month (or the highest rate permitted by law) from the payment due date until paid in full. Licensee will be responsible for all reasonable expenses (including attorneys’ fees) incurred by COMPANY in collecting past due amounts. COMPANY may suspend or terminate this Agreement and any licenses and/or services hereunder due to default in payment of fees. Licensee is responsible for all taxes, except those directly relating to COMPANY’s net income, gross receipts, or capital stock. COMPANY will invoice Licensee for VAT or sales tax or any other similar tax when required to do so and Licensee will pay such taxes unless Licensee provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Licensee agrees that it has not relied on the availability of any future functionality of the Console and/or any related services or any other future product or service in executing this Agreement or any Order Form. Licensee acknowledges that information provided by COMPANY regarding future functionality should not be relied upon to make a purchase decision. COMPANY, with reasonable prior notice to Licensee, shall have the right to monitor Licensee’s use to ensure the usage of the Console and Licensee’s compliance with this Agreement. For the avoidance of any doubt, nothing shall limit the right of COMPANY to monitor and add monitoring tools to Software for such purpose.

  2. Certain Restrictions: Licensee shall not use, copy or convey the Software or the Documentation except as specifically authorized under this Agreement. Without limiting the generality of the foregoing sentence, Licensee shall not: (a) modify, disassemble, reverse compile, reverse engineer, reproduce, create derivative works or modifications of the Software, Documentation or any part thereof, or otherwise attempt to derive any intellectual property underlying the Software or Documentation; (b) provide or make available the Software, Documentation or related materials in any manner, including but not limited to flow charts, logic diagrams, technical data and code, in any form, to any third person or entity; (c) sublicense, rent, lease, assign, transfer or otherwise convey the Software and/or Documentation to any other person or entity; (d) use the Software on a “service bureau” basis; or (e) otherwise commercially utilize the Software or Documentation, or any part thereof except as expressly permitted under this Agreement. The license granted herein shall cover any updates or upgrades to the Software only to the extent it was agreed in the Order form and to that extent only. Except for the express license granted herein, no other licenses are granted by COMPANY by implication or otherwise.

Licensee acknowledges and agrees that COMPANY has the right, at any time and for any reason, to redesign or modify the organization, structure, specifications, “look and feel,” navigation, features and other elements of the Software and/or any part thereof, provided that such do not result in the Software being materially and adversely different than the Software as first made available following the execution of this Agreement.

  1. Copyright: Licensee shall not remove or destroy any proprietary marking, legends, notices, or license documents (collectively, “Proprietary Notices”) placed upon or contained with or within the Software or the Documentation. Proprietary Notices may appear in any of several forms, including machine-readable form.

  2. Certain Responsibilities of Licensee: Licensee is responsible for ensuring that it holds a valid license for the use of the Console. Further, Licensee shall comply fully with all applicable laws and regulations, including any applicable export restrictions and regulations, applicable to the Software and Documentation. The Licensee further represents and warrants that (i) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) it is not listed on any U.S. Government list of prohibited or restricted parties.  Unless agreed otherwise under an applicable Order Form, Licensee is exclusively responsible and liable for the installation, supervision, management, support and control and use of the Software by Licensee, its agents and employees.

  3. Third Party Services: The Console may be linked to and/or through certain third-party websites and other third-party services (collectively, “Third-Party Services”). Such Third-Party Services are independent from the Console. You hereby acknowledge that COMPANY has no control over such Third-Party Services, and further acknowledge and agree that COMPANY is not responsible for the availability of Third-Party Services, and does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third Party Services. You further acknowledge and agree that COMPANY shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third-Party Services. Most Third-Party Services provide legal documents, including terms of use and privacy policy, governing the use of each such Third-Party Services, their contents and services. COMPANY encourages you to read these legal documents carefully before using any such Third-Party Services. No reference made in the Console to any specific commercial product, process, or service (or provider of such product, process or service) other than such products, processes, or services of COMPANY, constitute or imply an endorsement, recommendation or favoring by COMPANY. In any event, you must comply with applicable third party terms of agreement when using the Third-Party Services, and you must not be in violation thereof. 

  4. DSICLAIMER OF WARRANTIES: UNLESS OTHERWISE EXPRESSLY AGREED UNDER THE APPLICABLE ORDER FORM, THE CONSOLE IS LICENSED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED ON THE CONSOLE FURNISHED HEREUNDER, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR BY USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY DOES NOT WARRANT: (1) THAT OPERATION OF THE CONSOLE SHALL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, (2) THAT THE CONSOLE SHALL MEET LICENSEE’S OPERATIONAL REQUIREMENTS, OR (3) THAT ANY DEFECTS OR ERRORS SHALL BE SUPPORTED, REPAIRED, CORRECTED OR FIXED. COMPANY SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, UNDER ANY INDEMNITY OR OTHERWISE, FOR ANY LOSS, DAMAGE, EXPENSE OR LIABILITY INCURRED OR SUSTAINED AS A RESULT OF: (I) THE USE OF THE CONSOLE EXCEPT FOR ITS NORMAL INTENDED PURPOSE; (II) ANY ADAPTATION OR MODIFICATION OF THE CONSOLE, OR INTEGRATION OR COMBINATION WITH ANY OTHER EQUIPMENT, SOFTWARE, HARDWARE, PRODUCT OR MATERIAL NOT SUPPLIED OR APPROVED TO USE BY COMPANY, IN EACH CASE CARRIED OUT BY ANYONE OTHER THAN COMPANY OR WITHOUT COMPANY’S EXPRESS WRITTEN CONSENT; (III) ANY DEFECT ARISING IN THE CONSOLE AS A RESULT OF MISUSE, WILFUL DAMAGE, NEGLIGENCE ON THE PART OF ANYONE OTHER THAN COMPANY, ABNORMAL OPERATING CONDITIONS OR ANY FAILURE BY THE LICENSEE TO FOLLOW ANY INSTRUCTIONS OF COMPANY AS TO USE; (IV) THE COMPLIANCE BY COMPANY WITH ANY DESIGN, SPECIFICATION OR INSTRUCTIONS PROVIDED BY THE LICENSEE OR ON THE LICENSEE'S BEHALF; OR (V) ANY LICENSEE DATA.

  5. LIMITATION OF LIABILITY AND INDEMNIFICATION: IN NO EVENT SHALL COMPANY, ITS LICENSORS, AGENTS OR SUPPLIERS BE LIABLE FOR ANY OF THE FOLLOWING: (A) LOSS OF, OR DAMAGE TO, LICENSEE’S RECORDS, FILES OR LICENSEE DATA; (B) LOSS OF SALES, TURNOVER, REVENUE OR BUSINESS; (C) LOSS OF CUSTOMERS, CONTRACTS OR OPPORTUNITY; (D) LOSS OF OR DAMAGE TO REPUTATION OR GOODWILL; (E) LOSS OF ANTICIPATED SAVINGS; (F) LOSS OF USE OF HARDWARE, SOFTWARE OR DATA; (H) LOSS OR WASTE OF MANAGEMENT OR OTHER STAFF TIME; OR (I) INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE; ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE) ARISING OUT OF THIS AGREEMENT OR OTHERWISE OUT OF LICENSEE USE OF THE SOFTWARE OR THE DOCUMENTATION, EVEN IF COMPANY, ITS AGENTS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY RELATED TO THIS AGREEMENT OR OTHERWISE ARISING OUT OF LICENSEE’S USE OF THE SOFTWARE OR THE DOCUMENTATION EXCEED ONE THOUSAND UNITED STATES DOLLARS (US$1,000).

NOTHING IN THIS SECTION WILL CONFER ANY RIGHT OR REMEDY UPON LICENSEE TO WHICH IT WOULD NOT OTHERWISE BE LEGALLY ENTITLED.

Licensee shall, at its sole expense, defend or settle any suit or claim brought against COMPANY, its affiliates, licensors, agents or suppliers, and shall indemnify and hold COMPANY and its affiliates, licensors, agents and suppliers and their respective officers, directors and employees (“COMPANY Indemnitees”), indemnify COMPANY Indemnitees and hold COMPANY Indemnitees harmless from and against any and all liabilities and expenses (including reasonable legal expenses) incurred, resulting from or arising out of a claim that: (a) Licensee’s unauthorized use of the Software infringes or misappropriates any third party rights; (b) any Licensee Data, Source Code Feedback or COMPANY's receipt, possession and/or use, in accordance with this Agreement, of any Licensee Data and/or Source Code Feedback; and/or (c) any claim by a third party, as a result of Licensee's use of Console.

  1. Confidentiality:

“Confidential Information” means any and all technical, business, client or proprietary information disclosed by COMPANY to Licensee, directly or indirectly, including, but not limited to, information regarding COMPANY, its affiliates’, licensors’, agents’ or suppliers’ business strategies and practices, methodologies, trade secrets, know-how, pricing, technology, software, product plans, services, relationships with any third party, client lists and information regarding COMPANY, its licensors’, agents or suppliers’ employees, clients, vendors, consultants and affiliates, and, without limiting the foregoing, the Software and the Documentation.

During the Term of this Agreement and thereafter, Licensee shall treat as confidential all Confidential Information, shall not use such Confidential Information except as expressly set forth herein or otherwise authorized in writing by COMPANY, shall implement reasonable procedures to prohibit the unauthorized use, disclosure, duplication, misuse or removal of Confidential Information and shall not disclose Confidential Information to any third party except as may be necessary and required in connection with the rights and obligations of Licensee under this Agreement and only if disclosure to such third party is made subject to written confidentiality obligations at least as protective as those set forth herein. Without limiting the foregoing, Licensee shall use at least the same procedures and degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care. Except as expressly authorized in this Agreement, Licensee shall not copy Confidential Information without COMPANY’s prior written consent. Licensee shall have the right to disclose Confidential Information only pursuant to the written order or written requirement of a court, administrative agency, or other governmental body and only provided that Licensee provides prompt, advance written notice thereof to enable COMPANY to seek a protective order or otherwise prevent such disclosure if COMPANY so elects. In the event such a protective order is not obtained by COMPANY, Licensee shall disclose only that portion of the Confidential Information which its legal counsel advises in writing that it is legally required to disclose. Confidential Information so disclosed shall continue to be deemed Confidential Information as between the Parties hereto. If Licensee breaches any of its obligations with respect to confidentiality or unauthorized use or disclosure of Confidential Information hereunder, COMPANY is entitled to obtain equitable and injunctive relief in addition to all other remedies that may be available to protect its interest, in any competent court. Upon COMPANY’s written request, Licensee shall promptly return or destroy, at COMPANY’s option, all tangible copies of Confidential Information.

  1. Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, including Israel’s copyright laws, but excluding that body of law pertaining to conflict of laws. Any action arising under or relating to this Agreement shall be brought solely in the appropriate court of Tel-Aviv, Israel. The Parties hereto consent to the exclusive jurisdiction of such court, and expressly waive any objection to the jurisdiction or convenience of such courts; provided, however, that nothing in this Section shall prevent COMPANY from seeking interim or any other equitable relief, in any jurisdiction it deems fit. COMPANY may sell, transfer, assign or delegate, in whole or in part, this Agreement, or any rights, duties, obligations or liabilities under this Agreement, without prior consent of Licensee. Licensee shall not sell, transfer, assign or delegate this Agreement, in whole or in part, or any rights, duties, obligations or liabilities under this Agreement, without the prior written consent of COMPANY. Any assignment of this Agreement which is not in compliance with the foregoing, shall be null and void. This Agreement shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns. No waiver will be implied from any conduct or failure to enforce rights, nor be effective, unless in a writing signed on behalf of the Party against whom the waiver is asserted. Any part of this Agreement found to be unenforceable shall be enforced to the maximum extent permitted by law, and the remainder of this Agreement will remain in full force. This Agreement contains the entire agreement between the parties relating to its subject matter and supersedes all prior representations, discussions and agreements (both written and oral) regarding such subject matter. Except as otherwise set forth in this Agreement, notices under this Agreement shall be deemed effective immediately upon delivery if delivered personally, one (1) business day after delivery if sent by facsimile or e-mail with a confirmation, one (1) business day after sending via a registered overnight carrier and five (5) days after posting if mailed by registered, certified mail. In addition, COMPANY may provide notices electronically in the Software or otherwise in its website, as long as they are provided in a visible form to Licensee.

  2. Agreement Updates: COMPANY reserves the right, at its discretion, to update, change, modify, add, or remove portions of this Agreement (“Agreement Updates”) by providing Licensee a written notice to such effect or by otherwise posting such Agreement Updates within the Software or in COMPANY’s website, in a form visible to Licensee. Unless Licensee provides a written notice to COMPANY within fourteen (14) days, objecting to such Agreement Updates, such Agreement Updates shall become binding upon Licensee. In any event, Licensee’s continued use of the Software shall constitute Licensee’s binding acceptance of the Agreement Updates.

  3. Contact: If you have any questions concerning this Agreement or the Console (or you otherwise have any complaints or claims with respect to the Console) you are welcome to send us an email to the following address, and we will make an effort to reply within a reasonable timeframe: (at [email protected]). We can also be reached at:

Address: 30 Ibn Gabirol st, Tel Aviv, Israel

Telephone: +972-544220356

By contacting us, you represent that you are free to do so and that you will not knowingly provide COMPANY with information that infringes upon third parties’ rights, including any intellectual property rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such information provided, shall belong exclusively to COMPANY, and COMPANY may use or refrain from using any such information at its sole discretion.