This Publisher License Agreement (the "Agreement") is made by and between you (both the individual installing the software accompanying this Agreement and any legal entity on whose behalf such individual is acting) (hereinafter: “You” or “Your”) on the one hand and Virtual Web Ltd. on the other hand (the “Company”).
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE ACCEPTING, AND/OR BEFORE ADDING THE SCRIPT TO YOUR WEBSITE. THIS SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). TAKING ANY STEP TO SETUP OR INSTALL THE SOFTWARE CONSTITUTES YOUR ASSENT TO AND ACCEPTANCE OF THIS 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 INFERENCE TO THE CONTRARY. THE GRANT BY THE COMPANY OF THIS LICENSE TO YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SOFTWARE AND RETURN ALL COPIES OF THE SOFTWARE AND DOCUMENTATION TO THE COMPANY.
1 - Definitions. “Software” means the object code copy of the software program known as SociaLAVA licensed to You in connection with this Agreement, together with all other related and accompanying documentation (the "Documentation"), provided by the Company (or by any authorized distributor of Company’s products), unless otherwise specifically indicated by the Company, and any update or a new release of the Software.
2 - License. Subject to the terms and conditions of this Agreement and applicable license fees, Company hereby grants You, and You hereby accept, a non-exclusive, non-sublicensable, non-transferable and fully revocable license to use the Software in mechanic-readable object-code form only, and to use the Documentation in the manner described herein below.
3 - Use of Software. The Software and accompanying Documentation is protected by intellectual property laws and international treaty provisions. Unauthorized copying of the Software in whole or in part is expressly forbidden. The Software may only be installed on one (1) URL (web address) for each granted License (a "Licensed Site"), for the sole and exclusive purpose of using the Software in Your web site environment. If You wish to install the Software on additional sites, additional licenses must be granted. You acknowledge and agree that the Company may monitor data processed through the Software to the extent permitted by applicable law, and for the purpose of data protection, any applicable support services and/or verifying compliance with the terms and conditions set forth herein.
4 - Restrictions. Notwithstanding the above, the Software is licensed to You solely for Your own operations. Neither the Software nor any portion thereof may be used by or on behalf of, accessed by, re-sold to, returned to, or distributed to any other party. You agree not to allow others to use the Software and You will not use the Software for the benefit of third parties accept as specifically allowed by the Company and under such terms as allowed by the Company. You acknowledge that the source code of the Software, and the underlying ideas or concepts are valuable intellectual property of the Company and You agree not to, except as expressly authorized in writing by the Company and only to the extent established by applicable statutory law, attempt to (or permit other third parties to) decipher, reverse translate, decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Software by any means whatsoever. You will not develop methods to enable unauthorized parties to use the Software, or to develop any other product containing any of the concepts and ideas contained in the Software. You will not (and will not allow any third party to) modify the Software or create a derivative work of any portion of the Software, except that (i) customize the Software to create the look and feel of Your web site, provided that Your web site contains notification that such customization were exported from and originally created by the Company . The customization You personally create are not owned by the Company so long as they contain no proprietary coding from Company; and (ii) create applications which interface with the the Software provided said application is an original work and provided that you will be using the application interfaces provided by the company if such exists . You will not (and will not allow any third party to) remove any copyright or other proprietary notices from this Software. You will not test the Software or use the Software in connection with any benchmark tests, evaluation or any other tests of which the results are designated or likely to be published in any form or media or otherwise made available to the public, without Company's prior written approval. Other than explicitly permitted hereinabove, You will not rent, lend, lease, sub-license or transfer the Software and/or Your rights to the Software. You or any person under Your authority or control will not make copies of the Software or any portions thereof. You will not use the Software in a manner that is not in compliance with the Documentation and with Company's specific instructions. You will not copy nor modify, adapt or translate into any language the Documentation, nor create derivative works based on the Documentation, without the prior written consent of the Company.
5 - Software Maintenance. The Company shall update the Software with updates and/or enhancements developed by the Company (or any third party on its behalf) made generally available to its customers from time to time, and online e-mail support to one designated technical contact for the sole purpose of addressing technical issues relating to the use of the Software (excluding, for removal of doubt, any form of on-site visits by Company’s personnel or contractors). You may also subscribe for additional service packages which may be offered by the Company, and service under such packages shall be made subject to payment of the applicable service fees.
6 - Title and Intellectual Property. You acknowledge and agree that the Software and the Documentation, including any revisions, corrections, modifications, enhancements and/or upgrades thereto, are the Company's property protected under any applicable laws and treaties. You further acknowledge and agree that all rights, title and interests in and to the Software, including associated intellectual property rights (including but not limited to, copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the Software are and shall remain with Company. This Agreement does not convey to You an interest in or to the Software, but only a limited right of use, revocable in accordance with the terms and conditions of this Agreement. Nothing in this Agreement constitutes a waiver of Company's intellectual Property rights under applicable Law. The Software may contain open source code components licensed as specified in Virtual Web’s web site.
7 - Third Party Software. If the Software contains any software provided by third parties, such third party software shall be subject to its applicable license and to the conditions found in separate license agreements as applicable, in the event that no such third party license agreements exist, the restrictions contained in this agreement shall apply on all such third party software mutatis mutandis. You may find in the Virtual Web’s web site of the Software copyright notices and other information with respect to such third party software licenses, to the extent they exist.
8 - Commercial Content. You confirm and agree that the company may, at its sole and absolute discretion, embed, include, change and replace publications of third party in the Company’s Software which will be displayed on the software that will be active onYour website or any other website in which the Software is used by You (“Commercial Content”). The content of the Commercial Content is and shall remain the Company’s sole and absolute discretion. You agree and confirm that you shall not be entitled to any revenues generated from the Commercial Content and that such revenues shall belong solely to the Company.
9 - Data Base. You confirm and agree that the Software is collecting information about users, content and action (“Data Base”). You agree and confirm that you the Data Base shall be the property of the Company and the Company shall have any and all rights with respect to such User Data Base.
10 - Term and Termination. This Agreement is effective until terminated by Company, at any time according to its sole and absolute discretion, or as otherwise set forth in the Quote issued to You by the Company or in the Purchase Order issued by you, provided that it has been approved in writing by the Company. Upon expiration of the License granted to You hereunder, or in the event of any violation by You of any of the provisions of this Agreement, rights to use the Software and Documentation shall automatically terminate and the Software, the Documentation and all copies thereof must be returned to Company or destroyed. In the event of violation by You of any provisions of this Agreement, You shall indemnify Company for any loss expenses and/or damages incurred by Company pursuant to such breach or violation, in addition to any other rights and remedies available to Company under applicable law. You may also terminate this Agreement at any time by returning to Company or destroying all copies of the Software and Documentation in your possession or control;. If the Company makes a request via public announcement or press release to stop using the copies of the Software, you will comply immediately with this request. The provisions of paragraphs 4, 6, 9, 10 and 12 will survive any termination of this Agreement.
11 - No Warranty and Disclaimer. The Company does not warrant that Your use of the Software will be uninterrupted or error-free or that any security mechanisms implemented by the Software will not have inherent limitations.
12 - Limitation on Warranty. THE SOFTWARE AND THE DOCUMENTATION ARE LICENSED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. YOU COFIRM THAT YOU WERE INFORMED THAT THE SOFTWARE IS A BETA VERSION AND IS CURRENTLY UNDERGOING BETA TESTING AND THEREFORE MAY INCLUDE A HIGHER NUMBER OF ERRORS, BUGS, OUTAGES AND MALFUNCTIONS.
14 - Export Control. You shall comply with all applicable government trade and export control laws and regulations with respect to the Software. You agree that the Software will not be transferred or exported into any country or used in any manner prohibited by any applicable laws in any jurisdiction.
15 - Miscellaneous. You may not assign Your rights or obligations under this Agreement without the prior written consent of Company. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect. 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. The laws the official offices of the Company as set forth in the Web Site shall govern all issued arising under or relating to this Agreement, without giving effect to the conflict of laws principles thereof. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate court sitting in the state of the Company's official offices. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. This Agreement sets the entire understanding and agreement between You and Company, it supersedes any prior proposal, representation and understanding concerning the Software, and may be amended only in writing signed by both parties. If You are a corporation, partnership or similar entity, then the license to the Software granted hereunder is deemed to be accepted by a person authorized to sign for and bind the entity.