END USER LICENSE AGREEMENT
All users of COMMUNITAKE TECHNOLOGIES LTD. (the "CT") are required to accept all terms on this page along with the User Legal Agreement when creating your account and upon purchase.
This End User License Agreement (the "License Agreement") govern the use and licensing by CT of the following CommuniTake service(s) and related software: CommuniTake Remote Support and any other related software or services (the "Service") and the Web-based and Device Client software (the "Software" and together with the Service, the "Products").
TAKING ANY FURTHER STEP TO SET-UP, CONFIGURE OR INSTALL THE SOFTWARE AND/OR SERVICE CONSTITUTES YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF YOU SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. BY SIGNING, INSTALLING AND/OR USING ANY OF THE PRODUCTS , YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AUTHORIZED TO SIGN FOR AND BIND YOURSELF AND/OR ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE AND/OR SOFTWARE (the "USER") AND (II) AGREE, FOR YOURSELF AND FOR AND ON BEHALF OF THE USER, TO BE BOUND BY THIS LICENSE AGREEMENT (INCLUDING THE DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW).
1. Use for Lawful Purposes Only
The User may use the CT Products for lawful purposes only. User may not, among other things: (1) enter user details of another person with the intention of impersonating that person, (2) enter details, information or materials in violation of the intellectual property rights of any person, (3) enter details, information or materials that CT considers to be offensive, or (4) send unsolicited bulk e-mail, junk e-mail or unsolicited bulk instant messages. If CT discovers that any of your registration data is inaccurate, incomplete or not current, or if CT determines, in its sole discretion, that the User is not an appropriate subscriber or user of the Products, CT may terminate all rights to access, receive, use and license the Products.
2.1 It is CT’s policy that its customer databases remain confidential and private. CT has not, will not, and won't ever sell names to "spammers" or other parties who would like to use its databases to advertise or solicit their products or services. CT does not collect, retain and/or transfer any information from the User phone other than the information required for the Products’ successful operation. The User’s private information is safe with CT.
2.2 The User's assent to this License Agreement constitutes his express understanding and agreement that when personal data is provided to CT, such data will be processed in the European Union. Any personal data collected from or about users or licensees in connection with the Products, through the CT website, or otherwise under this License Agreement, will be maintained and processed in the European Union by CT or a party acting on its behalf, as CT's Services, Products and website are provided via equipment and other resources located in the European Union.
2.1 CT shall adopt, maintain and enforce appropriate security policies as well as data protection and safeguarding arrangements for the lawful protection of its personal data, communications and systems as applicable to the Products.
2.2 CT may retain data, content or materials necessary and appropriate for its accounting, legal and business records retention purposes provided that it complies with all applicable laws and regulations. CT must take care to anonyms or delete any personally identifiable information contained in retained data.
2.3 Notwithstanding the foregoing, the User agrees that as a result of performance of any services relating to the Products, CT may acquire know-how based on non-identifiable, aggregated data and nothing in this Agreement is intended to restrict CT’s freedom to engage in its own business activities as a result of its exposure to such data.
3. End User License Agreement
3.1 Subject to the terms and conditions of this Agreement, CT hereby grants only to the User, a limited, non-exclusive, non-licensable, non-transferable, revocable license to install and use the Products in accordance with the relevant end user documentation provided by CT for a limited number of devices in User’s organization, as set forth in the applicable purchase order. User has no right to receive, use or examine any source code or design documentation relating to the Products. User’s limited right to install and use the Products shall automatically expire upon termination or cancellation of this Agreement by either party and for any reason.
3.2 Any reproduction, resale or redistribution of the Licensed Programs that is not in accordance with this License Agreement is expressly prohibited, and may result in severe civil and criminal penalties.
3.3 The User agrees that the User is only permitted to use the Licensed Programs as expressly authorized by CT and this License Agreement. The User may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the Software and/or any component therein to a human-readable form. The User may not reproduce (except for archival purposes), distribute or create derivative works based on the Products without expressly being authorized in writing to do so by CT. Further, the User may not rent, lease, grant a security interest in or otherwise transfer rights in and to the Products. All rights not expressly granted in this License Agreement are reserved to CT and its suppliers.
3.4 All content on web sites and computer programs associated with the Products is protected by copyright and other intellectual property laws. Except as specifically permitted herein, no portion of the information or content on such sites may be reproduced in any form, or by any means. The User and any other third party associated with User in any way are not permitted to modify, distribute, publish, transmit or create derivative works of any material found on such sites for any public or commercial purpose.
4. Limited Warranty; Limitation of Liability
4.1 All CT Products are distributed and licensed on an "as is" basis and no warranties or guarantees of any kind are promised by CT as to their performance, reliability or suitability to any particular purpose. In no event shall CT be liable for any loss of data or any damages of any kind, financial, physical, emotional or other, which might arise from its use.
4.2 CT MAKES NO WARRANTY THAT THE PRODUCTS WILL MEET THE USER'S REQUIREMENTS OR THAT THE PRODUCT WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES CT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE PRODUCTS. THE USER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS DONE AT HIS OWN RISK AND THAT THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER OR MOBILE SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE PRODUCTS, WHETHER MADE BY EMPLOYEES OF CT OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY CT FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF CT WHATSOEVER.
4.3 THE USER EXPRESLY AGREES THAT THE USE OF THE PRODUCTS IS AT HIS OWN RISK. IN NO EVENT SHALL CT'S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER, IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT THE USER PAID TO CT, IF ANY, FOR THE PRODUCTS DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE ABOVE LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO THE USER.
5. Term and Termination
5.1 Term. This Agreement is affective until the lapse of the license term unless earlier terminated as set forth below. CT may, in its sole discretion, provide User with a written notice prior to the lapse of the applicable license term and refer User to the option and means of extending his license term. For the avoidance of any doubt, CT is not and will not be responsible for notifying User on the lapse of the license term. Therefore, it is User’s responsibility to ascertain whether his license is still valid.
5.2 Termination. CT may in its sole discretion immediately terminate this License Agreement and the license and right to use any Product if (i) the User fails to comply with any term of this License Agreement, (ii) the User declares bankruptcy, is involved in any bankruptcy proceedings or is otherwise insolvent, (iii) CT is unable to verify or authenticate any information the User provided to CT; (iv) such information is or becomes inaccurate; or (v) CT decides, in its sole discretion, to discontinue offering the Product. CT shall not be liable to the User or any third party for termination of the Service or use of the Products. Upon expiration or termination for any reason, the User is no longer authorized to use the Products.
5.3 Effect of Termination. In the event of termination, the User must destroy all copies of the Software and Software license key. In addition, the User must remove all copies of the Software, including all backup copies, from his/its server and all computers and terminals on which it is installed. Upon termination of this License Agreement and/or cancellation of the license term, the User will no longer have access to data and other material the User has stored in connection with any Service and that material may be deleted by CT. All disclaimers, limitations of warranties and damages, and confidential undertakings set forth in this License Agreement or otherwise existing at law, shall survive any termination, expiration or rescission of this License Agreement.
6. Maintenance and Updates
The User understands that CT may update the Products at any time, but is under no obligation to inform the User of or furnish to the User any such updates. This License Agreement does not grant the User any right, license or interest in or to any support, maintenance, improvements, modifications, enhancements or updates to the Products or supporting documentation. To the extent that CT supplies any updates to the User, such updates will be deemed to be subject to the terms of this License Agreement unless CT indicates otherwise. CT reserves the right to charge fees for any future versions of, or updates to, the Products.
The User shall maintain the confidentiality of information that has been, and will continue to be, provided by CT in connection with the use of the Products. The User specifically agrees as follows:
7.1 Confidential Information. Information considered confidential by CT includes, without limitation, information of CT relating to (but not limited) (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) matters of a human resources nature such as employment policies and practices, personnel, compensation and employee benefits, (d) other information of a similar nature not generally disclosed by CT to the public or other information the User should reasonably believe the be confidential given the circumstances, (e) information concerning his use of the Products, and (f) the Products.
7.2 The User shall (a) maintain in confidence all such information, (b) not disclose any such information to anyone except his employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by the terms of these confidentiality terms), and (c) not use CT's confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of CT.
7.3 All right, title and interest in and to CT’s confidential information (including, without limitation, the Products) is and shall remain at all times CT. CT’s confidential information is protected under international copyright, trademark, and trade secret and patent laws. The license granted herein does not constitute a sale of the Products or any portion or copy of them, nor does it convey to User an interest in or regarding the Products, but only a limited, revocable right of use, in accordance with the terms of this License Agreement. User shall cooperate fully with CT in protecting CT’s rights in the Products. Without limiting the foregoing, User further agrees to notify CT promptly in the event that he becomes aware of any infringement of such rights.
7.4 The parties agree that the remedy at law for any breach of any of the covenants and agreements set forth in these confidentiality terms may be inadequate and that, in the event of any such breach or threatened breach, CT shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without the necessity of proving damages. The User further agrees that the confidentiality terms herein shall in no way restrict or limit any other remedies CT may have against the User. CT shall be entitled to recover the costs including reasonable attorney's fees, to enforce its rights under these confidentiality terms.
7.5 Return of Confidential Information. Upon the written request of CT, the User shall return, or certify that it has destroyed, all information disclosed hereunder and any memorandum, diagrams, or any other documents containing any information disclosed hereunder.
7.6 Application. This Confidentiality Agreement shall control in lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with these confidentiality terms that may be associated with any particular information disclosed hereunder.
7.7 Survival. The confidentiality obligations under this License Agreement shall survive any termination, expirations, or rescission of this License Agreement, as well as continue beyond any time in which the User was using the Service.
8. Force Majeure
No party shall be liable for any performance failure, delay in performance, or lost data under this License Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by (i) failures of Software or other computer programming, (ii) natural weather events, or (iii) down town of the system from any kind of reason (iiii) any other causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this License Agreement, provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
9. Governing Law and Jurisdiction
This License Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Please note that the use of the Services may be subject to other local, state, national, and international laws. The User expressly agree that exclusive jurisdiction for any claim or dispute with CT or relating in any way to the use of the Services resides in the courts of the United Kingdom and the User further agree and expressly consent to the exercise of personal jurisdiction in the courts of the United Kingdom in connection with any such dispute including any claim involving CT or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.
10.1 This License Agreement represents the complete agreement concerning the subject matter of the Terms and license granted hereunder and, except as set forth herein, may be amended only by a writing executed by both parties. The User understands and agrees that the User is solely responsible for periodically reviewing this License Agreement.
10.2 CT shall have the right to publish the identification of the User as user of the Products. The User agrees that CT may use any logo and/or name associated with the User on CT's web site and other marketing materials in order to identify the User as CT's customers.
10.3 The headings and captions used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this agreement.
10.4 In the event any one or more of the provisions of this License Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.