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Milonic Solutions Software License Agreement
These Terms apply to any of the software developed by Milonic Solutions Ltd.
BY DOWNLOADING AND/OR USING SOFTWARE FROM OUR WEB SITE, THE INDIVIDUAL OR
ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND
IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF
THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT INSTALL OR USE ANY OF THE
SOFTWARE DEVELOPED BY MILONIC SOLUTIONS LTD.
1. LICENSE AGREEMENT. In this Agreement "Licensor" shall mean Milonic
Solutions Ltd except under the following circumstances: (i) if Licensee
acquired the Product as a bundled component of a third party product or
service, then such third party shall be Licensor; and (ii) if any third
party software is included as part of the default installation and no
License is presented for acceptance the first time that third party software
is invoked, then the use of that third party software shall be governed by
this Agreement, but the term "Licensor," with respect to such third party
software, shall mean the manufacturer of that software and not Milonic
Solutions Ltd. With the exception of the situation described in (ii) above,
the use of any included third party software product shall be governed by
the third party's License agreement and not by this Agreement, whether that
License agreement is presented for acceptance the first time that the third
party software is invoked, is included in a file in electronic form, or is
included in the package in printed form. If more than one License agreement
was provided for the Product, and the terms vary, the order of precedence of
those License agreements is as follows: a signed agreement, a License
agreement available for review on the Milonic Solutions website, a printed
or electronic agreement that states clearly that it supersedes other
agreements, a printed agreement provided with the Product, an electronic
agreement provided with the Product.
2. LICENSE GRANT. Licensor grants Licensee a non-exclusive and
non-transferable License to reproduce and use for personal or internal
business purposes either the source code version of the Product in the case
of DHTML/JavaScript or otherwise executable, provided any copy must contain
all of the original proprietary notices. This License does not entitle
Licensee to receive from Milonic Solutions Ltd hard-copy documentation,
technical support, telephone assistance, or enhancements or updates to the
Product unless a specific Product has been purchased by the Licensee that
clearly states otherwise. Licensor warrants that it has the right to grant
the foregoing license free and clear of third party intellectual property
claims, and should any third party intellectual property claims arise
Licensor will defend and hold Licensee harmless from such claims.
3. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement,
or in another Licensor agreement to which Licensee is a party such as a
distribution agreement, Licensee may not: (i) decompile, disassemble,
reverse engineer, or otherwise attempt to derive the source code for the
Product (except to the extent applicable laws specifically prohibit such
restriction); (ii) redistribute, encumber, sell, rent, lease, sublicense, or
otherwise transfer rights to the Product; (iii) remove or alter any
trademark, logo, copyright or other proprietary notices, legends, symbols or
labels in the Product; or (iv) publish any results of benchmark tests run on
the Product to a third party without Licensor's prior written consent.
4. FEES. There is no License fee for the Product as long as all action has
been taken with regard to the free Product instructions and the product is
being used on a non-profit basis. Appropriate License fees are applicable if
the product is being used directly or indirectly in any commercial
application or web site. Multiple copies of the product will each require
separate Licenses. If Licensee wishes to receive the Product on media, there
may be a small charge for the media and for shipping and handling. Licensee
is responsible for any and all taxes.
5. TERMINATION. Without prejudice to any other rights, Licensor may
terminate this Agreement if Licensee breaches any of its terms and
conditions. Upon termination, Licensee shall destroy all copies of the
Product.
6. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property
rights in the Product shall remain in Milonic Solutions Ltd and/or its
suppliers. Licensee acknowledges such ownership and intellectual property
rights and will not take any action to jeopardize, limit or interfere in any
manner with Milonic Solution' or its suppliers' ownership of or rights with
respect to the Product. The Product is protected by copyright and other
intellectual property laws and by international treaties. Title and related
rights in the content accessed through the Product is the property of the
applicable content owner and is protected by applicable law. The License
granted under this Agreement gives Licensee no rights to such content.
7. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED FREE OF CHARGE, AND,
THEREFORE, ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING
WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE,
FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE
QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY LICENSEE. SHOULD THE
PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS
SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN
ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE PRODUCT HAVE INHERENT
LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE PRODUCT SUFFICIENTLY MEETS
ITS REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART
OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT
UNDER THIS DISCLAIMER.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF
THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR
MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF
ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE
THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY
CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT
SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS
LICENSE (IF ANY) AND FEES FOR SUPPORT OF THE PRODUCT RECEIVED BY MILONIC
SOLUTIONS LTD UNDER A SEPARATE SUPPORT AGREEMENT (IF ANY), WITH THE
EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR
TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH
CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY
NOT BE APPLICABLE. MILONIC SOLUTIONS LTD IS NOT RESPONSIBLE FOR ANY
LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT
IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH
CONTENT.
9. HIGH RISK ACTIVITIES. The Product is not fault-tolerant and is not
designed, manufactured or intended for use or resale as on-line control
equipment in hazardous environments requiring fail-safe performance, such as
in the operation of nuclear facilities, aircraft navigation or communication
systems, air traffic control, direct life support machines, or weapons
systems, in which the failure of the Product could lead directly to death,
personal injury, or severe physical or environmental damage ("High Risk
Activities"). Accordingly, Licensor and its suppliers specifically disclaim
any express or implied warranty of fitness for High Risk Activities.
Licensee agrees that Licensor and its suppliers will not be liable for any
claims or damages arising from the use of the Product in such applications.
10. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof. (b) This Agreement
may be amended only by a writing signed by both parties. (f) If any
provision in this Agreement should be held illegal or unenforceable by a
court having jurisdiction, such provision shall be modified to the extent
necessary to render it enforceable without losing its intent, or severed
from this Agreement if no such modification is possible, and other
provisions of this Agreement shall remain in full force and effect. (g) The
controlling language of this Agreement is English. If Licensee has received
a translation into another language, it has been provided for Licensee's
convenience only. (h) A waiver by either party of any term or condition of
this Agreement or any breach thereof, in any one instance, shall not waive
such term or condition or any subsequent breach thereof. (i) The provisions
of this Agreement which require or contemplate performance after the
expiration or termination of this Agreement shall be enforceable
notwithstanding said expiration or termination. (j) Licensee may not assign
or otherwise transfer by operation of law or otherwise this Agreement or any
rights or obligations herein except in the case of a merger or the sale of
all or substantially all of Licensee's assets to another entity. (k) This
Agreement shall be binding upon and shall inure to the benefit of the
parties, their successors and permitted assigns. (l) Neither party shall be
in default or be liable for any delay, failure in performance (excepting the
obligation to pay) or interruption of service resulting directly or
indirectly from any cause beyond its reasonable control. (m) The
relationship between Licensor and Licensee is that of independent
contractors and neither Licensee nor its agents shall have any authority to
bind Licensor in any way. (n) If any dispute arises under this Agreement,
the prevailing party shall be reimbursed by the other party for any and all
legal fees and costs associated therewith. (o) If any Milonic Solutions Ltd
professional services are being provided, then such professional services
are provided pursuant to the terms of a separate Professional Services
Agreement between Milonic Solutions Ltd and Licensee. The parties
acknowledge that such services are acquired independently of the Product
licensed hereunder, and that provision of such services is not essential to
the functionality of such Product. (p) The headings to the sections of this
Agreement are used for convenience only and shall have no substantive
meaning. (q) Licensor may use Licensee's name in any customer reference list
or in any press release issued by Licensor regarding the licensing of the
Product and/or provide Licensee's name and the names of the Product licensed
by Licensee to third parties. (r) Text links linking to milonic.com must be
readable and must never be hidden, at least font size 9pt must be used.