zeZebra 1.1.0.11

EULA - End User License Agreement

END-USER LICENSE AGREEMENT FOR TOTAL AVAILABILITY LTD. SOFTWARE PRODUCTS AND SERVICESIMPORTANT-READ CAREFULLY:

This End-User License Agreement ("Agreement") is an Agreement between you and Total Availability Ltd. (“Zezebra”) FOR THE SOFTWARE PRODUCT WHICH YOU DOWNLOADED FROM ZEZEBRA'S WEBSITE ("Software"). BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND TO BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, YOU ARE REQUESTED NOT TO INSTALL OR USE THE SOFTWARE. UPON THE INSTALLATION YOU ARE CONSENTING TO BE BOUND BY, AND BECOMING A PARTY TO, THIS AGREEMENT.

PLEASE NOTE: IF YOU USE THE SOFTWARE ON BEHALF OF A THIRD PARTY, YOU WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF THIS THIRD PARTY, AND THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO THE THIRD PARTY.

DEFINITIONS As used in this Agreement, the following terms will have the meanings set forth below: "Effective Date" – the date which you installed the SoftWare.
"Software" –the software product this Agreement is attached to, in machine-readable, object code form only, including any improvements, modifications, enhancements, fixes, updates, upgrades and future versions thereto.
"Services" – any services provided by Zezebra. The services are, in general, of several types, including free Services and Services provided in exchange for a fee or subscription fee.

LICENSE OF SOFTWARE AND LIMITATIONS

The Software is licensed to you under the terms herein. It is agreed that the software or any part thereof is not sold to you. You hereby acknowledge that the Software and its accompanying documentation are the exclusive property of Zezebra and that title to the above shall at all times remain with Zezebra. You further acknowledge that you have no rights in the Software except those expressly authorized by this End User License Agreement.

With respect to all of the terms and conditions of this Agreement and subject to your compliance with them, Zezebra grants to you a personal, non-transferable, non-exclusive, non-assignable, terminable license to install and use the Services from the Effective Date for your subscription. While Zezebra shall use all reasonable efforts to ensure the availability of the access to its Services, it is understandable and agreed that there will be times when the Services will not be available to you. It is therefore agreed that Zezebra shall not be liable for any Service unavailability and you hereby wave any claims regarding the unavailability of any of Zezebras Service.

In order to use the Software you will need a broadband internet connection. You are responsible for providing all equipment required to access the Internet or enable communications.

As a condition to your use of the services, you hereby agree not to use the Services for any use or purpose that:
is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism or any similar offence;
is unlawful;
you do not have the lawful right to copy, transmit, distribute, and display;
infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, moral right, or right of publicity);
is in violation or may encourage any manner of acting that would violate any applicable local, state, national and foreign laws, treatises and regulations;
drive or encourage any third party to do any of the foregoing.
As condition to your use of the Services, you hereby further agree not to:
try to check or test the vulnerability of the Software or the Services or to breach or cause to the failure of any of the security related means thereof;
attempt to decompile, disassemble, re-engineer or reverse engineer any of the software used to provide the Services or otherwise create or attempt to create or permit, allow, or assist others to extract source code of the Software, or its structural framework;
Send unsolicited email, junk mail, spam, chain letters, promotions, advertisements, virus or any other harmful contents;
resell, transfer, sublicense, pledge, lease, rent, or share your rights under this Agreement;
modify, update, reproduce, duplicate, copy all or any part of the Software.
You may not use the Software in whole or in part for any purpose except as expressly provided under this Agreement. Any unauthorized use of the Services without Zezebra's prior written consent, is expressly prohibited.

RESPONSIBILITY OF YOUR FILES OR DATA

You understand and agree that Zezebra does not provide a back-up data storage service and the services that you are granted are not pretend to intend to protect your files or data, and therefore should not be relayed upon as a back-up service. You have sole responsibility for all files that you send through your use of the Services. It is hereby agreed that Zezebra will not be responsible for any failure of the Services to store or send files, or for the deletion, corruption, or loss of any data or files stored or sent using the Services.

PROPRIETARY RIGHTS AND CONFIDENTIALITY

It is hereby acknowledged and agreed that the Software is a proprietary product of Zezebra and third parties related to it, protected under copyright laws and international treaties. You further acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights are and shall remain with Zezebra.

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 of this Agreement. Therefore, the Software must be treated like any other copyrighted material except that you grant the right to install the Software. You shall not remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by Zezebra in or on the Software. You may not use any of our trademarks, service marks, product names or trade names without our express written consent.

The Software contains confidential information and trade secrets that have been developed by Zezebra through the expenditure of a great deal of time and money. You are requested to maintain and protect the confidentiality of these trade secrets and agree not to disclose them or use them for any purpose not contemplated by this Agreement.

Some parts of the Software may contain software licensed from third parties and are subject to the terms and conditions of third party license agreements. You hereby agree to comply with all such terms and conditions.

The use of the Software may require using a password and a username which will be issued to you by Zezebra. You shall treat them as confidential and it is agreed that you shall not share such information with any third party, irrespectively to the Service type that you are registered to. You shall notify Zezebra immediately if you are aware of any third party having access to such confidential information.

LICENSE FEES

In general, the types of subscription are diverse and in subscribing, you are allowed to choose the type of Services you may require. As of today, access to or use of the Services are offered by Zezebra free of charge. You may cancel your subscription at any time in accordance with the provisions prescribed under "Termination" section.

Notwithstanding the above, you hereby acknowledge and agree that Zezebra reserves the right, at its sole discretion, to modify, discontinue or terminate the Services and the services' types, to modify the terms of the Service and to establish revised practices and policies concerning the use of the services or any fees to be charged therefor, at any time and without prior notice.

SUBSCRIPTION PERIOD AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect unless terminated earlier by either party.

Both of the parties are allowed to terminate this Agreement at any time, with or without any reason. Upon termination of this Agreement;
all and any rights and licenses granted to you under this Agreement shall terminate;
you shall cease all use of the Services; and
Zezebra shall be entitled, at its own discretion, to purge your data and/or files and account information.
In such event, you must destroy all copies of the Software and all of its component parts. Termination of this Agreement does not entitle you to any refund of fees paid by you hereunder. WARRANTIES AND LIABILITY LIMITATIONS

EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE SOFTWARE IS PROVIDED "AS IS" AND, UP TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEZEBRA DISCLAIMS ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT ZEZEBRA DOES NOT WARRANT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE OR THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. ALSO, ZEZEBRA DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR SERVICES WILL OPERATE PROPERLY WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEM OR DATA; THAT THE SERVICES OR THE; ZEZEBRA DOES NOT WARRANT OR REPRESENT THAT THE SERVICES AND/OR ZEZEBRA'S SERVER AND/OR ANY DATA OR FILES CONTAINED IN IT ARE HARMFUL-COMPONENTS FREE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ZEZEBRA'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY)) NOT EXCEED THE LOWER OF (1) THE ANNUAL LICENSE FEE PAID FOR THE USE OF THE SOFTWARE (2) US$5. IN NO EVENT SHALL ZEZEBRA OR THIRD PARTY ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF ZEZEBRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

The Services and/or the Software may contain software programs which will be installed (with or without notification) and/or links to other websites. You understand and agree that Zezebra shall not be responsible or liable for matter pertaining to such websites, including but not limited to the content, information, products, or services on, or available from, such websites. You agree to have the sole responsibility and risks arising from your use of any such websites

GENERAL

You may not assign this Agreement, in whole or in part, without the prior written consent of Zezebra. We may use some of the information collected through the use of the Software and Services, please refer to our privacy policy in connection with such use.
You consent to the use by Zezebra of your name and IP address if required to do so due to a breach of this Agreement or pursuant to a judicial order.
This Agreement shall be construed and governed in accordance with the laws of the State of Israel, regardless of its conflict of laws rules, and the competent courts of Tel-Aviv shall have sole and exclusive jurisdiction over any dispute under this Agreement or otherwise related to the Software or the Service, provided that Zezebra may turn to any other court as it deems fit in order to obtain immediate relief. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. This Agreement represents the entire agreement concerning the program between you and Zezebra, and it supersedes any prior proposal, representation, or understanding between the parties. 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.
Any failure by any party to this Agreement to enforce at any time any term or condition under this Agreement will not be considered a waiver of that party's right thereafter to enforce each and every term and condition of this Agreement.
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, made with respect to the subject matter hereof and cannot be altered except by agreement in writing executed by an authorized representative of each party.
If you have a specific question regarding this Agreement, you may call the Zezebra Technical Information Person at +972 (0)3-6033047 or send inquiries via electronic mail to: support@zezebra.com