End user agreement for Fixya Expert utility software
END USER LICENSE AGREEMENT
This End User License is a legal agreement (the “Agreement”) between you (both the individual downloading our products (the “Software”) and any legal entity on whose behalf such individual is acting) (collectively, “You” or “Your”) and Fixya Ltd. (the “Company" or the "Licensor") or its resellers.
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY CLICKING ON THE “I ACCEPT” BUTTON OR TAKING ANY STEP TO DOWNLOAD, INSTALL, USE, COPY OR TRANSMIT THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, USE, COPY TRANSMIT OR DISTRIBUTE THE LICENSED SOFTWARE.
By clicking on the “I Accept” button or taking any step to download, install, use, copy, or transmit Software, You agree (i) that this Agreement is a legally binding and valid contract, (ii) to accept all of the terms and conditions of this Agreement, and (iii) to take all necessary steps to ensure that the terms and conditions of this Agreement are not violated by any person or entity under Your control or in Your employment or service.
Licensor hereby grants You, and You hereby accept a non-exclusive license to use the Software only as authorized in this Agreement. You may make and distribute unlimited copies of the Software, as long as each copy (i) remains a true and complete copy of the Software; (ii) shall not be sold or distributed for any consideration of any kind; and (iii) contains a full copy of this License Agreement. This license is a license to use the machine-readable object code only, excluding any source code.
You are responsible for the purchase or licensing of all additional hardware and software necessary to install and properly operate the Software. This Agreement does not entitle You to receive any hard-copy documentation, support or telephone assistance. Licensor reserves the right not to release new versions of the Software or, if released, to demand fees, alter prices, features, licensing terms, or other characteristics of the Software.
COPYRIGHT, INTELLECTUAL PROPERTY AND RESTRICTIONS ON USE
Licensor, alone, is the owner of all the intellectual property in the Software and, in particular, the copyright, trademark (whether registered or not) and patents. You are being given a non-exclusive right to use the Software, which shall automatically expire upon the termination of this Agreement or upon the expiration hereof for any reason.
The Software contains copyrighted material, trade secrets and proprietary information owned by Licensor. This Agreement does not grant You any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect to the Software. You further acknowledge that this license is not a sale or an assignment of Licensor's intellectual property rights in the Software, and that Licensor continues to retain at all times all right, title and interest in and to the Software, Company's trademarks, trade-names and logos, Company's confidential information, and any and all intellectual property rights therein worldwide (including without limitation patents, trade secrets, copyrights and all related applications).
You shall not, and shall not allow any third party to, (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Software by any means whatsoever; (ii) provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise use or allow others to use the Software to or for the benefit of third parties; (iii) remove, deface, obscure or otherwise modify any identification, Company marks, or proprietary or copyright restrictions or markings from the Software; (iv) copy, modify, incorporate, in whole or in part, into or with other software or create derivative works of any part of the Software; (v) develop methods to enable unauthorized parties to use the Software; and (vi) sub-license, assign or transfer this License for consideration or make any commercial use thereof.
You may not adapt or use any trademark or trade name that is likely to be similar to or confusing with that of Licensor, or take any other action which infringes upon or impairs the trademark rights of Licensor.
The Software facilitates sending, delivering, transmitting, communicating and receiving information and files between a registered expert ("Expert") and the Company's Members. These transmissions are relayed through public networks, routers and servers ("Systems"). Licensor can not and does not guarantee the performance, availability, quality and reliability of third party Systems or the availability or accuracy of information and files sent, transmitted or received through these Systems, nor does it guarantee that the transmissions and communications will arrive to the intended recipient or that it shall arrive in its entirety.
The Software monitors the length of consulting sessions between Expert and Licensor Members. This is done for billing purposes. Licensor does not guarantee that such measurement shall be accurate or trust worthy.
The Software, like most other Internet applications, may expose You to security risks and hence should not be considered as secure. Such risks may include: Unauthorized intrusion on Your privacy; spoofing; wiretapping; harassment; impersonation; fraud; trespassing; computer viruses and other damaging applications; unauthorized publication of information received or sent via the Software etc'. If You do not want to be exposed to these and other risks, You should not install the Software. Furthermore, You should not use the Software for application that may result in damage.
The Software shall inform Licensor servers when You are on-line. This indication will be available to all of Licensor users, and such users may attempt to communicate with You. If You do not wish to be identified as being on-line, he may change the Software's definitions.
You undertake the accountability not to use the Software in connection with the performance of any illegal act or encourage conduct that is a criminal offense, civil wrong, or otherwise violates any applicable law, impersonate any third party, interfere with or disrupt Licensor's servers, infringe upon intellectual property rights, transmit software viruses, Trojan horses, worms or any other malicious application, or transmit unsolicited mass email. You will not use the Software to transmit or communicate any unlawful, harassing, libelous, privacy-invading, abusive, threatening, defamatory, vulgar, obscene, racial, harmful, or otherwise objectionable material of any kind or stalk, threaten or harass any third party.
While using the Software, You shall act according to any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code.
Your right to use the Software is a personal one. You agree not to resell or make any commercial use of the Software without Licensor's prior written consent.
SOFTWARE VERSIONS AND PATCHES
Licensor may, according to its absolute discretion and without being obliged, update or fix the Software, add or remove features, limit or terminate its operability and change or update any other aspects of its functionality (the "Update(s)"). The Updates will be made having regard for the dynamic character of the Internet, including the technological and commercial changes taking place therein, and in the software industry. Licensor may (but is not obliged to) publish notices regarding the Updates on its web site http://www.fixya.com.
Licensor may, from time to time, update the Software automatically, in order to maintain its compatibility with Licensor servers. Such updates will be delivered to Your computer when You are connected to the Internet. Licensor will request that You accept such Updates, unless You give a prior consent to accept the Updates either during installation of the Software or during a previous session that performed an Update. If You refuse to accept an Update, the Software shall become fully or partially inoperable as the case may be.
The terms and conditions of this License Agreement shall apply on any such Update.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
THE EXPERT ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS BEING PROVIDED FOR USE AS IS, AND, THEREFORE, THE EXPERT SHALL NOT HAVE ANY PLEA, CLAIM OR DEMAND VIS-A-VIS LICENSOR IN RESPECT TO THE SOFTWARE'S PROPERTIES, ABILITIES, LIMITATIONS OR COMPATIBILITY WITH THE EXPERT'S NEEDS.
LICENSOR DOES NOT GUARANTEE THAT THE FUNCTION AND SERVICES PERFORMED BY THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. EXPERT IS SOLELY RESPONSIBLE TO USE SAFETY MEASURES AND ANTI-VIRUS SOFTWARE SO THAT UNAUTHORIZED ACCESS OR INFECTION TO HIS COMPUTER SYSTEM WILL NOT DAMAGE ANY INFORMATION ON HIS SYSTEM.
THE INSTALLATION AND USE OF THE SOFTWARE ARE ACCORDINGLY BEING MADE AT THE EXPERT'S EXCLUSIVE AND FULL LIABILITY, WITHOUT WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. ANY OTHER
SOFTWARE AND ANY HARDWARE FURNISHED WITH OR ACCOMPANYING THE SOFTWARE IS NOT WARRANTED BY LICENSOR.
SINCE THE SOFTWARE IS PROVIDED TO THE EXPERT FOR FREE, LICENSOR, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS SHALL NOT BE LIABLE FOR ANY DAMAGE (WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL), LOSS, EXPENSE OR PAYMENT OCCASIONED TO THE EXPERT IN CONSEQUENCE OF THE USE OF THE SOFTWARE, THE INABILITY TO USE THE SOFTWARE, INSTALLATION OF THE UPDATES OR THE FAILURE TO DELIVER OR INSTALL THE UPDATES. THE EXPERT WILL HAVE NO PLEA, CLAIM OR DEMAND AGAINST LICENSOR, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS IN RESPECT OF THE SOFTWARE OR THE UPDATES.
THE CONTENT DISPLAYED IN THE SOFTWARE IS PROVIDED BY THE EXPERTS AND USERS AND MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO SUCH CONTENT, INCLUDING ANY STATEMENTS OR CONDUCT OF ANY THIRD PARTY DISPLAYED ON THE SOFTWARE OR OTHERWISE IN THE SYSTEM.
You shall indemnify Licensor, its officers, directors, shareholders, employees, sub-contractors, agents and anyone acting on its behalf in respect of any damage, loss, loss of profit, payment or expense occasioned to them (including attorney's fees and legal expenses) resulting from a breach of Your obligations pursuant to the Agreement.
LAW AND JURISDICTION
The laws of the State of Israel shall alone apply to this End User License Agreement.
The competent courts in the City of Tel Aviv, Israel, shall have sole jurisdiction to hear any claim in connection with the Software and in respect of any matter relating to the validity, applicability, performance or interpretation of this Agreement.
No waiver, concession, extension, representation, alteration, addition or derogation from this agreement or pursuant hereto shall be effective unless effected in writing and expressly.
The provisions of this Agreement exhaust everything agreed between the parties with regard to the Software. Licensor is not liable to perform any act or provide any software in addition to its obligations in this Agreement.
Licensor may change this Agreement or any part hereof at any time according to its absolute discretion and without any prior notice. Therefor, You are encouraged to check the terms of this Agreement frequently. By using the Software after the changes You agree to be bound by such changes to this Agreement.
The paragraph headings herein are solely for the sake of convenience and shall not be applied in the interpretation hereof. In case of a contradiction between a provision of this Agreement and Licensor's "User Service and Site Agreement" then the provision that reflect a narrower responsibility on behalf of Licensor shall prevail.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
Last modified 2/15/07