Evaluation License Agreement
PLEASE READ THE TERMS AND CONDITIONS OF THIS EVALUATION LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. BY CLICKING THE “I CONFIRM” BUTTON BELOW, YOU ARE ACCEPTING AND AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ANY OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, CLICK THE “NO” BUTTON BELOW, DO NOT INSTALL OR USE THE PRODUCT AND IMMEDIATELY DELETE ANY COPY OF IT FROM ALL STORAGE MEDIA.
THIS LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AN INDIVIDUAL OR A SINGLE ENTITY (HEREINAFTER, “YOU” OR “LICENSEE”) AND JUSTAD T.V. LTD., (HEREINAFTER, THE “LICENSOR” OR “JUSTAD”).
1.Grant of Evaluation License
1.1.Scope of License: Subject to the terms and conditions of this Agreement, JUSTAD hereby grants to Licensee a personal, non-exclusive, non-transferable license, without right to sub-license, to use of the JUSTAD's software application, known by the name “justAd.TV SDK and Cloud Services” (the “Application”), solely for a limited period of 180 days from the initial installation of the Application by or for Licensee (the “Evaluation Period”)and solely for the purpose of non-commercial internal evaluation by Licensee.
1.2.Restrictions: Other than the rights expressly licensed hereunder to Licensee, no other rights or interest whatsoever in the Application are transferred or granted to Licensee. Without limiting the foregoing, Licensee may not: (i) use the Application for purposes other than the purposes explicitly set forth hereunder including internally use the Application other than as necessary for Licensee to perform its responsibilities under this Agreement; (ii) reverse engineer or decompile, modify or revise the Application or any part thereof, or create derivative works thereof; (iii) sub-license or transfer the Application to any third party; (iv) commercially utilize the Application, or any part thereof.
2. No Warranty
LICENSEE ACKNOWLEDGE THAT, THE APPLICATION, DOCUMENTATION AND OTHER RELATED FILES AND MATERIALS PROVIDED TO LICENSEE UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE APPLICATION IS BORNE BY LICENSEE. JUSTAD DISCLAIMS ANY AND ALL WARRANTIES RELATING TO ANY AND ALL SUCH AFOREMENTIONED WORK AND MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
3.Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JUSTAD BE LIABLE TO LICENSEE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR TORT DAMAGES OF ANY NATURE OR KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, IN CONNECTION WITH OR ARISING OUT OF THE USE OR LICENSING OF THE APPLICATION AND SUPPORT MATERIALS, EVEN IF JUSTAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.Proprietary Rights
JUSTAD (and to the extent applicable its third party licensors) owns and shall retain all rights, including intellectual property rights (including, without limitation, copyrights, trade-secrets, trademarks, trade-names, patents, know-how, and other proprietary rights whether or not registered), in and to the Applicationand any part thereof, and any and all modifications, enhancements, updates, derivatives etc. thereto.
5.Term and Termination
5.1.Term. This Agreement commences upon your initial installation of the Application and will continue until the expiration of the Evaluation Period, unless sooner terminated as per the provisions of Section 5.2 below. Either party may terminate this Agreement upon three (3) days written notice of a material breach of this if such breach is not cured within such three (3) day period.
5.2.Termination by JUSTAD. JUSTAD reserve the right to terminate this Agreement, the rights granted hereunder, and the availability and use of the Application at any time upon 14 days prior notice to be posted on JUSTAD website (www.justad.tv). JUSTAD shall not be required to provide Licensee with any personal or further notice of such termination.
5.3.Effects of Termination. All rights granted hereunder shall immediately expire and any and all use and/or exploitation by Licensee, of the Application, and any part thereof and related materials, in any form or manner immediately cease and expire.
Provisions contained in this Agreement that are expressed or by their sense and context are intended to survive the termination of this Agreement shall so survive the termination, including without limitation Sections 2-7.
6.Commercial License and Agreement
Should Licensee be interested to use the Application, and/or any part thereof and related materials, following the Evaluation Period and/or for purposes beyond the scope expressly authorized by this Agreement, then Licensee must enter into a separate license agreement with JUSTAD under terms to be agreed upon by the parties. Any use of the Application, beyond the scope expressly authorized by this Agreement without an appropriate license from JUSTAD is in violation of copyright and patent laws and other intellectual property laws.
7.Miscellaneous
7.1.Governing Law. This Agreement shall be governed by and construed under the laws of Israel, exclusive of its choice of law rules, and all disputes arising out of or in relation to this Agreement shall be exclusively submitted to the competent courts of Tel-Aviv.
7.2.Non-Assignment. Licensee may not assign this Agreement, and any rights or obligation hereunder, in whole or in part without the prior consent of JUSTAD, and any attempt to so assign this Agreement by Licensee shall be deemed null and void. JUSTAD may assign this Agreement at its discretion.
7.3.Entire Agreement. This Agreement constitutes the entire agreement between Licensee and JUSTAD with respect to the subject matter.
7.4.No Waiver. The failure by JUSTAD to enforce any provisions of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.
7.5.Export. LICENSEE will not export or re-export the Application, or related materials without the appropriate required (if required) governmental or other licenses and/or permits.
