End user agreement for SoliCall
This version of SoliCall is offered to provide our users with a version of our software. This version of the software supports PCs running Windows 2000 or Windows XP.
SoliCall is willing to license the Software to you upon the condition that you accept all the terms and conditions contained in the Test Agreement.
By downloading the Software, you have indicated that you understand the Test Agreement and accept all of its terms.
TEST AGREEMENT AND TERMS
This Test Agreement (herein thereafter referred to as the "Agreement") is made between SoliCall Ltd. ("Company"), and the individual who downloads and or uses this software ("Tester").
A. Company is offering a version of SoliCall software product, hereafter referred to as the "Software".
B. Company and Tester desire to have Tester test and evaluate the Software and provide feedback to Company, subject to and in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. GRANT OF RIGHTS
1.1 Grant of Software License. Subject to Tester's compliance with the terms and conditions of this Agreement, Company hereby grants to Tester a limited, nonexclusive, nontransferable,
revocable license, during the term of this Agreement, to use the Software, in object code form, solely for the purposes of testing and evaluation, and not for any commercial use.
1.2 Restrictions. Tester acknowledges that the Software contains trade secrets of Company, and, in order to protect such trade secrets and other interests that Company may have in the Software,
Tester will not: (a) modify, alter or improve the Software; (b) rent, lease, license, sublicense, loan, resell, transfer, distribute or otherwise make the Software available to any third party;
(c) reverse engineer the Software (or any component thereof), or decompile or disassemble Software, or authorize a third party to do any of the foregoing;
or (d) mortgage, pledge or encumber the Software in any way. Tester will not copy the Software, except as strictly necessary to use the Software in accordance with the terms of Section 1.1.
Tester will reproduce all of Company's copyright notices and any other proprietary rights notices on all copies of the Software that Tester makes hereunder.
The Software may only be stored and run on computer equipment owned by Tester. The Software contains a software key that can disable the Software, and Tester acknowledges and agrees that Company
may disable the Software if Tester breaches or otherwise violates the terms and conditions of this Agreement. Tester represents and warrants that it is not a competitor of Company or an employee,
agent or representative of a competitor of Company.
1.3 Delivery and Installation. Company will deliver the Software to Tester promptly following the execution of this Agreement by both parties. Tester will be responsible for installing the Software.
At Tester's request, Company will provide reasonable assistance to Tester in connection with such installation.
1.4 Limited Rights. Tester's rights in the Software will be limited to those expressly granted in Section 1.1. Company and its licensors reserve all rights and licenses in and to the Software not expressly granted to Tester under this Agreement.
Tester will: (a) test the Software and cooperate with Company in evaluating the Software; and (b) work with Company to identify and resolve any errors, problems or defects in the Software discovered by Tester or Company.
All feedback, comments, and suggestions for improvements that Tester provides to Company hereunder, are referred to collectively as "Tester Feedback."
Tester acknowledges and agrees that all Tester Feedback will be the sole and exclusive property of Company and that Company, at its sole discretion, may publish Tester Feedback.
Tester hereby irrevocably transfers and assigns to Company and agrees to irrevocably assign and transfer to Company all of Tester's right, title, and interest in and to all Tester Feedback,
including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, "Intellectual Property Rights") therein.
At Company's request and expense, Tester will execute documents and take such further acts as Company may reasonably request to assist Company to acquire, perfect and maintain its Intellectual Property Rights and other legal protections for the Tester Feedback.
As between the parties, Company owns all right, title, and interest in and to the Software, including all Intellectual Property Rights therein, even if Company incorporates any Tester Feedback into subsequent versions of the Software and/or Hardware.
Tester will not earn or acquire any rights or licenses in the Software or in any Company Intellectual Property Rights on account of this Agreement or Tester's performance under this Agreement.
4.1 Warranty Disclaimers. Tester acknowledges that the Software is being provided "AS IS." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,
AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
4.2 Acknowledgment of Non-Production Software. Tester acknowledges and agrees that: (a) the Software is not an official product and has not been commercially released for sale by Company; (b) the Software may not operate properly, be in final form or fully functional;
(c) the Software may contain errors, design flaws or other problems; (d) it may not be possible to make the Software fully functional; (e) the information obtained using the Software may not be accurate; (f) use of the Software may result in unexpected results,
loss of data or communications, project delays or other unpredictable damage or loss; (g) Company is under no obligation to release a commercial version of the Software; and (h) Company has the right unilaterally to abandon development of the Software,
at any time and without any obligation or liability to Tester.
4.3 Tester Data. Tester acknowledges and agrees that it should not rely on the Software for any reason. Tester further acknowledges and agrees that it is solely responsible for maintaining and protecting all data, content and information that is stored,
retrieved or otherwise processed by the Software in specific and on the tester's computer in general. Without limiting the foregoing, Tester will be responsible for all costs and expenses required to backup and restore any data, content and information
that is lost or corrupted as a result of Tester's use of the Software.
5. LIMITATION ON LIABILITY.
IN NO EVENT WILL COMPANY BE LIABLE TO TESTER OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE SOFTWARE OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE OR ANY COMPONENT THEREOF, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
6. TERM AND TERMINATION.
6.1 Term. The term of this Agreement will be for a period of ninety (90) days, unless sooner terminated as provided below. At the end of the ninety (90) day period, the Agreement shall be automatically renewed for successive ninety (90) day periods, unless terminated as provided below.
6.2 Termination. Either party may terminate this Agreement at any time, with or without cause.
6.3 Effect of Termination. Upon any termination or expiration of this Agreement: the rights and licenses granted to Tester under this Agreement will automatically terminate; and after any such termination or expiration,
Tester will, at its expense, return to Company or destroy all copies of the Software and any other Confidential Information in Tester's possession or control.
6.4 Survival. The provisions of Sections 2, 3, 4, 5, 6.3, 6.4 and 7 will survive any termination or expiration of this Agreement.
7. GENERAL PROVISIONS.
7.1 Legality. Recording conversations without other parties' consent maybe illegal in the jurisdiction in which you are located; if so, you are not authorized to use this feature.
It is your responsibility to comply with all relevant laws in force at your current location. SoliCall cannot be held responsible in any way for any action resulting from the use of its software in territories where recording conversations without consent is illegal.
7.2 Assignment. Tester may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Company. Any attempted assignment without such consent will be null and of no effect.
7.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Israel.
The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in front of the courts of Tel-Aviv, Israel, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
7.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law,
and the remaining provisions of the Agreement will remain in full force and effect.
7.5 Waiver. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.
7.6 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersede any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.
BY CLICKING ACCEPT BELOW, I HEREBY AGREE TO THE ABOVE TERMS.