PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SIVIZION ON-LINE (WEB) SERVICES AND/OR SIVIZION PRODUCTS FROM SIVIZION COMPANY (THE "SERVICE"), CONNECTING, USING AND/OR INSTALLING THE SIVIZION PRODUCTS CONTAINING THIS VERSION OF PRODUCT KNOWN AS 'DVI DONGLE KIT’ (THE "PRODUCT"). BY USING THE WEB SERVICE OR INSTALLING AND/OR USING THE PRODUCT, YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION ("End User") AND AGREEING TO BE BOUND BY ITS ACCESSIBILITY AND PRIVACY AND TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO THE TERMS SET FORTH HEREIN DO NOT USE THE SIVIZION ON-LINE SERVICE, INSTALL AND/OR USE THE PRODUCT AND PROMPTLY (within 3 days from the date you received this package) RETURN THE PRODUCT AND DO NOT USE IT IN ANY MANNER WHATSOEVER.
2. Title & Ownership. The Product, including any revisions, corrections, modifications, enhancements, updates and/or upgrades thereto about to be installed by you, and the related documentation (the "Documentation"), ARE NOT FOR SALE and are and shall remain exclusively SiVizion’s property. All intellectual property rights (including, without limitation, copyrights, trade secrets, and trademarks) evidenced by or embodied in and/or attached/connected/related to the Product, are and shall be owned exclusively by SiVizion. This License Agreement does not convey to you an interest in or to the Product, but only a limited right of use revocable in accordance with the terms of this License Agreement. The rights granted by this License Agreement are limited to those expressly stated herein, and no additional rights or licenses are being granted by implication or otherwise.
3. Prohibited Uses. The Product must be used and maintained in strict compliance with the instruction and safety precautions of SiVizion Company contained herein and in all supplements thereto or in any other written documents of SiVizion Company. Except as specifically permitted in Sections 1 and 2 above, you agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share any of your rights under this License Agreement with/to anyone else; (iii) modify, disassemble, decompile, reverse engineer, revise or enhance all or any part of the Product or create any derivative works or otherwise merge or utilize all or any part of the Product with or into other computer programs or other materials or attempt to discover all or any part of the Product’s source code; (iv) copy, print, display, publish or transmit all or any part of the Product; or (v) use of the Product (or allow someone else to use the Product) for any purpose that is prohibited by these Terms and Conditions.
4. Your Content. You agree that SiVizion.com may download on its servers and/or provide the right for users to upload/download, documents, information and/or any content ("Content") contained in your emails or on your computer, for the purpose of enabling the functionality of the Product and provision of the Services. You hereby grant SiVizion Company a personal, nonexclusive, worldwide, fully paid-up, royalty-free license to use, host, transfer, display and otherwise exploit the Content, in any media formats, solely for the purpose of enabling the functionality of the Product and provision of the Services. Such license will apply to any form, media, or technology now known or hereafter developed. You hereby warrant and represent that: (i) you are the sole owner of and/or hold all rights in and to the Content; (ii) there are no restrictions, limitations which prevent or restrict you from granting SiVizion Company the license above; and (iii) the Content will not: (a) facilitate or promote illegal activity, or contain content that is illegal; (b) contain content, material or information that is defamatory, obscene, distasteful, racially or ethnically offensive, harassing, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability; (c) contain sexually suggestive or explicit content; (d) infringe upon or violate any right of any third party; (e) disparage, defame, or discredit SiVizion Company or any third person; (f) Content is free of any digital rights management, including any software designed to limit the number of times Content may be copied or played; or (g) otherwise contain content that violates any laws, rules, regulations or policies of any competent jurisdiction. SiVizion Company may disallow the use of the Product and/or Service when content is flagged or blocked at SiVizion’s sole discretion without any prior notice. You will have no complaint, claim or demand towards the SiVizion Company regarding the deletion, blocking or removal of content you created, contributed to or used.
5. Maintenance and Support. Other than to the extent specifically enumerated in a separate Maintenance Agreement between SiVizion Company and End User, if any, which Maintenance Agreement, if any, is hereby incorporated by reference into this Agreement, SiVizion Company has no obligation to provide support, maintenance, upgrades, modifications, or new releases under this Agreement.
Only in the event you are licensed the non-evaluation version of the Product and subject to payment of all applicable license fees, SiVizion Company warrants, for your benefit alone, that for a period of thirty (30) days from the receiving the Product ("Warranty Period"), the Product, if operated as directed, shall operate substantially in accordance with the functional specifications in the SiVizion Company User Guide. SiVizion’s Company sole liability for any breach of this warranty shall be, in SiVizion’s Company sole discretion: (i) to replace or repair your defective Products; or (ii) to refund the price paid by you for the Product. Any replacement or repaired Product will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. Only if you inform SiVizion Company in writing of your failure during the applicable Warranty Period and provide evidence of the date you purchased the Product, will SiVizion Company be obligated to honor this warranty. SiVizion Company will use reasonable commercial efforts to repair, replace or refund pursuant to the foregoing warranty within 30 days of being so notified. You agree that the foregoing constitutes your sole and exclusive remedy for breach by SiVizion Company of this warranty.
7. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SIVIZION COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT AND/OR SERVICE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF SIVIZION COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Termination. Your failure to comply with the terms of this License Agreement shall terminate your license and this License Agreement. Upon termination of this License Agreement by SiVizion Company: (i) the License granted to you in this Agreement shall expire and you, upon termination, shall discontinue all further use of the Product and Service; and (ii) you shall promptly return to SiVizion Company all tangible property representing SiVizion’s Company intellectual property rights and all copies thereof and/or shall erase/delete any such information held by it in electronic form. Sections 2, 6, 7and 9 shall survive any termination of this License Agreement.
9. Governing Law & Jurisdiction. This Agreement shall be construed and governed in accordance with the laws of the State of Israel (without regard to conflict of law provisions), and the courts of Tel Aviv, Israel shall have exclusive jurisdiction and venue to adjudicate 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. 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.
10. Third Party Software. If the Product contains any software and/or hardware provided by third parties, such third party's software and/or hardware shall be subject to the terms of the provisions and conditions set forth in the agreements or materials contained/attached to such software and/or hardware. In the event such agreements or materials are not available, such third party's software and/or hardware is provided "As Is" without any warranty of any kind, and all the other provisions of this License Agreement shall apply to all such third-party software and/or hardware providers and third-party software and/or hardware as if they were SiVizion Company and the Product respectively.