LICENSE AGREEMENT


IMPORTANT: PLEASE READ BEFORE INSTALLING THE PRODUCT. 
 
PLEASE READ THE FOLLOWING LICENSE AGREEMENT (THE "LICENSE"). THIS LICENSE IS A LEGAL DOCUMENT AND REPRESENTS AN AGREEMENT BETWEEN YOU, THE END-USER, YOUR EMPLOYER (IF THE PRODUCT IS BEING USED IN THE COURSE OF YOUR DUTIES OF EMPLOYMENT) (COLLECTIVELY, "YOU", "LICENSEE") AND XIV LTD OR XIV LTD SUBSIDARIES ("THE COMPANY"). BY OPENING THE PRODUCT PACKAGE AND/OR BY INSTALLING THE PRODUCT, YOU ACCEPT AND AGREE (AND ARE AN AUTHORIZED AGENT OF YOUR EMPLOYER TO ACCEPT AND AGREE) TO THE TERMS AND CONDITIONS OF THIS LICENSE. 

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS LICENSE YOU MAY RETURN THE PRODUCT WITHIN THIRTY (30) DAYS FOLLOWING THE DATE OF YOUR ORIGINAL ORDER TO THE COMAPNY. 

1.	GRANT OF LICENSE 

a. 	Subject to the restrictions contained in this Agreement and any additional restrictions specified in the applicable purchase order, The Company grants LICENSEE a non-exclusive, non-transferable, non divisible, non sublicensable right, revocable to use the product contained herein (the “Product”), subject to the terms and conditions of this license agreement (the “Agreement”), as set forth herein
b.	Unless otherwise specified in this Agreement, the foregoing sublicense shall be limited to use (i) in Israel or united states; (ii) at LICENSEE’s address or other location specified in this Agreement; (iii) solely for LICENSEE’s and its Affiliates’ internal business purposes, and not for the benefit of any third party or on a rental, time-sharing, service bureau or similar basis. “Affiliate” means an entity that is controlled by, is under common control with, or controls (“control means ownership of more than 50% of the outstanding stock or similar interest).
c. 	You are granted the right to use the Product as licensed, in an ordinary and reasonable manner provided to you by the Company. The Company may update this Agreement from time to time, without granting you prior notice of such updates.
d.	The use of the Product is subject to all additional terms and conditions, which might be published by the Company, from time to time. Unless specifically otherwise provided, this Agreement shall be binding in all aspects regarding any modification, upgrade, new version or any other authorized change of the Product.

2.	PERMITTED USES

LICENSEE may:
a.	Use the product TB capacity only to the limit purchased from the Company. 
b.	Load the Product into the computer's temporary memory (RAM)
c.	Use the Product on no more than three (3) different computers at a time
d. 	Install the Product onto a permanent storage device (e.g a hard disk drive) as detailed in the instructions contained in the user documentation

3.	NON PERMITTED USES.

LICENSEE shall not, without the Company’s prior, written consent: 

a. 	Copy or reproduce the Licensed Product, documentation or any part thereof
b. 	provide, disclose or otherwise make available the Licensed Product in any form to anyone other than LICENSEE’s and its Affiliates’ employees, consultants or independent contractors (“Personnel”), who shall use the Licensed Product solely for LICENSEE’s and such Affiliates’ internal business purposes in accordance with this Agreement; 
c. 	reverse engineer, reverse compile, Alter, adapt, translate, decompile, disassemble or otherwise attempt to derive the source code of the Licensed product or underlying ideas, sequence, structure, organization or algorithms of the product. LICENSEE shall be fully responsible for the compliance of its Personnel herewith. 
d. 	Rent, lease, lend, sell, transmit or otherwise distribute or dispose of the Product or LICENSEEs' rights under this LICENSE temporarily or permanently to another person or entity without the prior written consent of the Company. 
e. 	Remove, modify or obscure any copyright, trademark, and /or any other proprietary notices contained in or on the Product. 
f. 	Export, re-export or transfer the Product from the country in which it is originally delivered to LICENSEE, without the Company's prior written consent.

4. 	PROPRIETARY RIGHTS

a. 	This LICENSE gives LICENSEE certain limited rights to use the Product. However, this LICENSE is not a sale of the Product or any portion thereof, and the Company and its licensors retains all title to, and, except as expressly and unambiguously licensed herein, all rights and interests in the Product and any and all new releases, updates and enhancements of the Products and all intellectual property and proprietary rights in the Products throughout the world The Product is protected by copyright law.
b.	The Company reserves all rights in the Product not expressly granted to LICENSEE. LICENSEE owns only the physical media on which the Product is delivered to LICENSEE. Any new releases, updates, or enhancements to the Product that are delivered to LICENSEE by the Company shall be governed by this LICENSE whether or not this LICENSE is delivered with the new release, update or enhancements. LICENSEE acknowledges that the Product contains impels valuable unpublished information which is proprietary and confidential to the Company, LICENSEE shall keep all such information confidential and binds its employees, consultants, agents and other third parties — in writing — to maintaining the confidentiality thereof. 
c. 	All trade Secrets belong to the Company include without limitation, any know-how, technical data, technical information, secret processes, market information, the Company lists, file, source code, object code, or other related information concerning or relating to the Company and/or the Product which has been disclosed or which may from time to time be disclosed by the Company and without limitation all products design, modular program structure, product logic flow, file content, screen and report formats, coding techniques and routines, file handling and special search techniques, screen and data entry handling and report generation procedures, and any embodiment of any of the foregoing or part thereof.
d. 	Product name and design, manuals, documentation, and any other data required in order to operate and use the Product, including data bases, algorithms, plans, codes, sketches, techniques, etc. contain classified information, and are either patented, copyrighted, trademarked, or owned by the Company as trade secrets or other proprietary information.
e.	Your use of the Product is subject to the Company’s proprietary rights, as specified in this LICENSE, and you are hereby obliged to use the Product in accordance thereof.
f. 	The use of the Product shall not grant any other right to the user except for the right to use the Product as herein specified

5. 	TERMINATION

a. 	This LICENSE shall commence on the day LICENSEE installs the Product and will continue until the LICENSE is terminated.
b. 	The LICENSE may be immediately terminated by the Company with or without notice to LICENSEE in the event LICENSEE breaches any of the terms or conditions hereof, Upon termination, LICENSEE shall immediately cease all use, erase from its computers, and return the Product to the Company at LICENSEE's expense, or destroy all copies of the Product in LICENSEE'S possession or control, and so certify to the Company. Termination is not an exclusive remedy and all other remedies will be available to the Company whether or not this LICENSE is terminated. 
c. 	The provisions of this LICENSE which protect the proprietary rights of the Company and the provisions designed to protect the Company against claims related to the Product or its use, including indemnification provisions, shall survive termination of this LICENSE regardless of its reason, and shall remain in full force and effect following such termination

6.	USER’S INDEMNIFICATION  

In the event of any claim or demand arising, directly or indirectly, out of your use of the Product, including user’s infringement of third parties rights, user shall indemnify and hold the Company, its subsidiaries, employees, directors, managers, distributors, agents, dealers and assignees free from any such claim, and will pay all damages, loss, punitive damages, etc., according to a final decision of a court of competent jurisdiction, and  reasonable  attorney’s fees that result from such a claim or demand.

7.	DISCLAIMER OF WARRANTY AND LIMITED WARRANTY

EXCEPT AS SPECIFIED IN THIS PARAGRAPH THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY FOR A PARTICULAR PURPOSE.
THE PRODUCT IS PROVIDED "AS IS", AND IN NO EVENT WILL THE COMPANY, OR ANY DISTRIBUTOR OR DEALER, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING DUE TO LOSS OF PROFITS, REPUTATION, AND ANY OTHER INTANGIBLE ASSETS) ARISING OUT OF, OR CONNECTED IN ANY WAY WITH, YOUR USE OF THE PRODUCT, INCLUDING: (a) A BREACH OF THIS LICENSE; (b) YOUR USE, MISUSE OR LACK OF ABILITY TO USE THE PRODUCT; (c) PERFORMANCE OF AN UNAUTHORIZED ACCESS OR CHANGE OF THE PRODUCT OR OF YOUR TRANSMISSIONS OR DATA THEREIN; (d) THIRD PARTY ACTIONS OR  STATEMENTS REGARDING  THE PRODUCT; (e) UNAVAILABILITY OF DATA, A FAILURE IN TRANSMITTING, SUPPLYING, ERASING OR STORAGE OF DATA, OR INADEQUATE OR INAPPROPRIATE  FUNCTIONS AND DEFINITIONS OF THE PRODUCT.

a.	The sole and exclusive remedy you will be entitled to receive from the Company in connection with the Product shall be, at the Company’s option either (i) to replace the Product or any part thereof, or (ii) to refund the amount paid by you for the Product. Under no circumstances will the Company’s total liability regarding this LICENSE exceed the total purchase price paid by you as consideration for the Product.
b.	While reasonable effort has been made to ensure that you will receive a Product that you can use, neither the Company nor any distributor or dealer of the Product warrant that Products’ functions will meet your requirements or that the operation of the Product will be uninterrupted, error-free, secured, supplied immediately on request, produce accurate and reliable results and contain true and correct information. 
c.	The warranty contained in this Section shall apply only to the versions of the Licensed Product originally delivered to LICENSEE, and shall not apply to any upgrades, updates, new releases or revisions thereof unless otherwise agreed by the Company in writing. Due to the complex nature of computer programs, the Product (like all large programs) will probably never be completely error-free.

8.	CONFIDENTIALITY  

LICENSEE acknowledges that the Licensed Product and other materials furnished by the Company in connection herewith constitute valuable, proprietary information and trade secrets of the Company, the disclosure or misuse of which would cause the Company irreparable harm.  Accordingly, LICENSEE agrees to maintain such Licensed Product and materials in confidence, using at least the same degree of care as LICENSEE uses to safeguard its own confidential information, but in no event less than reasonable care.  LICENSEE further agrees that it will promptly inform the Company of  any known or suspected unauthorized use or misuse of such Licensed Product or materials, whether by LICENSEE Personnel or by any third party, and will cooperate with the Company in investigating and halting such unauthorized use or misuse.

9.	MISCELLANEOUS

a. 	No delay or omission by the Company to exercise any right or to remedy any breach of the terms and conditions of this LICENSE shall be deemed a waiver of such a right or breach.
b.	Should any provision specified herein be held to be void, invalid or inoperative, the remaining provisions shall not be affected and shall be interpreted as if such provision has been excluded from this LICENSE.
c. 	This LICENSE, together with any additional terms of use of the Product, should such additional terms be indeed published by the Company, constitute the complete and exclusive statement of LICENSE between you and the Company, and supersedes all proposals or prior LICENSEs, verbal or written, and any other communications between the parties relating to  the use of the Product.
d.	Anything to the contrary notwithstanding, you might be subject to some additional terms and conditions regarding the use of certain Product components and services manufactured or provided by third parties, together with the Product or regarding it, and are required in order to properly use it. Such terms and conditions shall be binding towards third parties manufacturing or providing the Components or services, and towards the Company, provided, however, that Company itself is obliged by such terms and conditions. 
e. 	This LICENSE shall be governed by and construed in accordance with the laws of the State of Israel, and all disputes, controversies, differences or questions arising out of or related to it shall be settled by the competent courts in Tel Aviv, Israel/Delaware, USA which shall have exclusive jurisdiction over such matters.
f. 	Anything to the contrary notwithstanding, no action, suit or procedure regarding the Product shall be filed against the Company later than one (1) year following the day on which the cause for such action, suit or procedure was created.
g. 	Messages regarding the Product, its use, updates and other related subjects will be sent to your e-mail address or any other address provided by you to the Company for this matter. You might also receive messages regarding this LICENSE, change of terms and other subjects by way of massages or links sent to you through the Product.  
h. 	The titles of the provisions in this LICENSE are designed only for readers’ convenience, and should not be used for interpretation.
