END USER LICENSE AGREEMENT (“THE AGREEMENT”)
BY DOWNLOADING, ACCESSING, INSTALLING, COPYING OR USING SNAPKEYS' SOFTWARE AND DOCUMENTATION ("THE SOFTWARE"), YOU ("USER" OR "YOU") AGREE TO THE TERMS OF THIS AGREEMENT AND THE TERMS OF ANY SNAPKEYS’S ONLINE SERVICES WITH WHICH THE SOFTWARE MAY OPERATE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR TO ANY OF THE TERMS OF THE SERVICES WITH WHICH THE SOFTWARE OPERATES, DO NOT DOWNLOAD, INSTALL, ACCESS, COPY OR USE THE SOFTWARE.
THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF THIS AGREEMENT.
"We" or "Us" or "Snapkeys" or "Our" or the "Company" refers to Snapkeys Ltd.
"You" and "Your" and "User" refers to the entity and/or individual person, natural or legal, consenting to, and entering into, this Agreement.
"The Parties" refer to Snapkeys and the entity and/or individual person consenting to, and entering into, this Agreement.
"The Software" shall mean the Software made available to You together with this EULA, in addition but not limited to (i) third party's Software incorporated therein; (ii) related explanatory written materials; and (iii) any patches, updates, modified versions, additions, service packs and upgrades, if any, which may be provided by the Company from time to time.
“The Site” shall mean any of Snapkeys’ online services, made available to You together with the services’ Terms and Conditions agreements and related/referenced/applicable agreements, with which the Software may operate (“the Site”).
“Content” shall mean any information, works of authorship, usernames, text, data, files, photos, images, graphics, video clips, audio, sounds, musical works, applications, designs, formulas, links and other materials without limitation.
A. This Agreement is a legal Agreement between You (the User) and Snapkeys, Ltd., including its subsidiaries, affiliates and contractors acting on Our behalf regarding Your use of the Snapkeys, or one of its affiliate's Software. Unless You have another written Agreement with Snapkeys regarding this Software, then Your use of the Software is governed by this Agreement. From time to time, We may in Our sole discretion update or modify this Agreement. The most recent version of the Agreement is located at: http://www.Snapkeys.com/legal
B. IF YOU AGREE TO THIS AGREEMENT, YOU ARE GRANTED A LIMITED, PERSONAL, WORLDWIDE, ROYALTY-FREE, NON-ASSIGNABLE, NON-SUBLICENSEABLE, NON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE TO USE THE SOFTWARE ONLY. YOU ARE PERMITTED TO USE ONE (1) COPY OF THE SOFTWARE FOR YOUR
(A) PRIVATE, NON-COMMERCIAL PURPOSES AS A PRIVATE USER, AND/OR
(B) COMMERCIAL PURPOSES AS A SERVICE PROVIDER IN A COMMERCIAL BUSINESS (“BUSINESS USER”).
C. THIS SOFTWARE IS LICENSED PER COMPUTING DEVICE. EXCEPT FOR THE SNAPKEYS PRODUCTS LISTED BELOW, YOU MAY ONLY DOWNLOAD AND INSTALL THE SOFTWARE ON ONE COMPUTING DEVICE. YOU MAY NOT RE-INSTALL THE SOFTWARE ON A SECOND COMPUTING DEVICE UNLESS THE ORIGINAL COMPUTING DEVICE FAILS OR UNLESS YOU OBTAIN A SEPARATE LICENSE FOR SAID SECOND COMPUTING DEVICE AS PER SECTIONS II AND III HEREIN. AUTHORIZATION CODES MAY BE REQUIRED FOR REGISTRATION, INSTALLATION OR OTHERWISE. YOU MAY NEED TO CONTACT CUSTOMER SERVICE AND REQUEST APPROVAL TO RE-INSTALL THE SOFTWARE ON A NEW COMPUTING DEVICE, AND YOU CERTIFY TO SNAPKEYS THAT YOU REMOVED THE SOFTWARE FROM THE FAILED COMPUTING DEVICE.
D. You hereby give Your consent that the Software may automatically download and install updates from time to time. Such updates may be done for several purposes including, but not limited to, look and feel attributes/features, bug fixes, enhancements, complete revision of Software, and change in functionality of any kind. You permit Us to deliver such updates to Your device as part of Your use of the Software.
II. LICENSE TO USE THE SOFTWARE.
A. The Software that You download and/or install is licensed to You for Your use and is not sold to You. You retain no ownership rights concerning the Software. You must lawfully acquire the Software from Snapkeys, or Our authorized resellers/distributors otherwise You do not have any right to use the Software. You may only purchase and/or download the Software from Snapkeys' or its authorized reseller's/distributor’s store, eStore, or website that is located in the country in which you hold legal residency.
B. You may not allow the Software to be accessed, operated, or viewed from other computing devices in any manner except for Your own use/purpose, or installed or uploaded to other computing devices in any manner including through a network connection, data transfer device, and/or data storage device. A separate license agreement must be entered into with Snapkeys to obtain the right to use the Software for a virtualization environment, network cloud or for volume purchases.
C. You agree that if the Software requires mandatory activation or email validation, You will complete the process providing Snapkeys with accurate and truthful information. Your use of the Software is suspended until You complete the activation and/or registration process.
D. The Software may include digital images, stock photographs, clip art, fonts, sounds or other artistic works ("Stock Files"). The responsibilities and restrictions relating to the Software apply to the Stock Files. You hereby confirm that Stock Files are only licensed to You and You retain no ownership rights concerning them.
E. SNAPKEYS RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT.
F. BUSINESS USERS: If You are a business, You agree to maintain records, systems and/or procedures that accurately record the number of copies of the Software that have been acquired and installed on Your computing device(s) and will keep the records for two (2) years from the date that Your license to use the Software ends. Snapkeys may conduct an audit (remotely or at Your facility) of records and systems from Your business, to verify that Your installation of the Software conforms with a valid license from Snapkeys.
Snapkeys hereby undertakes not to conduct more than one (1) audit per year. If the audit results find that Your use does not conform to a valid license, then You hereby undertake to immediately obtain a valid license for the Software.
G. You consent that the Software and/or Site may include/insert a graphic element/icon of any Snapkeys mark in any Content that is used and/or edited by application of the Software and/or Site. Snapkeys may condition the removal of said mark on acceptance of a license fee or related fee mechanism. You acknowledge that any graphic element/icon may not be able to be retroactively removed from Content in which case You will have no claim against Us for any damages, costs or expenses or any other liability whatsoever.
III. YOUR RESPONSIBILITIES WHILE USING THE SOFTWARE.
A. With regard to Your Use of the Software under this Agreement, You have certain responsibilities as described herein. The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not sell, rent, assign, lease, resell, license out or loan the Software to any person, natural or legal.
B. Purchasing on behalf of third parties. If You purchase the Software as a gift for a third person, the third person must accept the terms of this Agreement before using the Software.
C. Prohibition on modifying the Software. You hereby undertake not to reverse engineer, decompile or disassemble the Software nor may you authorize, assist or enable any third person to reverse engineer, decompile or disassemble the Software. You may not modify or create derivative works based upon the Software.
D. Propriety rights in the event of a modification of the Software. In the event that you violate section C above, any and all modifications, improvements or derivative works created by You shall be the sole and exclusive property of Snapkeys.
E. Prohibited Uses. You represent and warrant to Us that You will comply with all applicable laws and regulations impacting Your use of the Software including data protection and privacy laws.
You agree that You will not use the Software in any way that is unlawful or that violates the rights of any third party.
F. Without derogating from the general provisions above, You hereby undertake not to:
(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party, the Software in whole or in part in any way;
(ii) create Internet “links” to the Software or “frame” or “mirror” any content thereof on any other server, wireless or Internet-based device;
(iii) access the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software; or
(iv) use the Software and/or Site to market, promote, or advertise goods or services for Your own or on behalf of any third party.
IV. INTELLECTUAL PROPERTY RIGHTS.
A. The Software is protected by United States and other Intellectual Property laws as well as international intellectual property Conventions and treaties.
B. You may not distribute the Software in whole or in part without express written permission from Snapkeys.
C. If You purchase or download the Software in any jurisdiction, You may not copy the Software or printed materials accompanying the Software for any purpose. However, copying is permitted provided that You make only one (1) copy of the Software or You keep one (1) copy of the Software on a single storage device for backup or archival purposes only.
D. For backup or archival purposes only, You may either make only one (1) copy of the Software and the Printed Materials or print one copy of any user documentation if You downloaded the Software or You may keep one (1) copy the Software and printed materials (or user documentation) on a single storage device. Otherwise, You may not copy the Software or the printed materials accompanying the Software (or print copies of any user documentation if You downloaded the Software).
E. The provisions of this Section apply even in the event that You gain access to the Software or are enabled to use the Software in any other way not in accordance with this Agreement and even in breach of this Agreement.
F. Trademarks. Snapkeys' logos and product and service names are trademarks or service marks of Snapkeys (collectively: "Marks") or any of its affiliates. The User agrees not to display or use, in any manner, any of Snapkeys' Marks or copyrighted material without Snapkeys's written consent.
K. It is Snapkeys's policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Snapkeys does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, You choose to send us content, information, ideas, suggestions, or other materials, You further agree that Snapkeys is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.
V. LICENSE FEES.
A. In the event that You acquire the Software without paying for same or without any initial obligation to pay a License Fee, Snapkeys reserves the right to condition the continuation of any license granted hereunder, after initial acceptance of the license regardless of updates, upgrades and/or improvements of the Software, upon the payment of the License Fee to be accepted/rejected between You and Snapkeys.
B. It is hereby understood that Snapkeys may, in its sole and exclusive discretion, condition the use of the license upon the inclusion of Snapkeys' advertising content and/or third party advertising content. You hereby agree that Snapkeys may place such advertising and promotions on/in the Software/Site or on, about, or in conjunction with your Content. You acknowledge that We may not always identify paid services, sponsored content, or commercial communications as such. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to You.
C. At its sole and unilateral discretion, Snapkeys may insert advertising content into the Software in addition to the License Fee. Nothing in this Paragraph shall be construed to imply a waiver of any kind of the License Fee.
D. In the event that You do not agree to the License Fee and conditions for use of the Software, as they may be adjusted from time to time, and/or You do not agree to accept advertising, Snapkeys may, at its sole and unilateral discretion, terminate this Agreement in which case You shall immediately cease using the Software and shall delete the Software from Your computing device/s in its entirety.
VI. USAGE AUDITING.
We have the right to audit Your software usage for anti-piracy purposes, to verify a valid registration, and identify if new updates are available for Your computing device, and to assess Your use of the Software. You consent to the Software collecting, storing, and/or sending usage data (e.g. the number of instances the Software is launched, the device IP address, and/or the version of the Software, etc.), for registration, uninstallation, authentication, use and anti-piracy auditing, license enforcement, and law enforcement purposes.
VII. THIRD PARTY RIGHTS.
A. All rights to third party Software, including all propriety rights, are reserved and remain with such third parties.
B. You agree that such third parties may enforce their right against You directly in their own name. We are not liable for Your failure to comply with any applicable local or international laws, treaties, regulations, or any contracts and agreements applicable to Your use of any third party Software.
C. You further acknowledge and agree that such third parties are not subject to this Agreement other than as beneficiaries and are not responsible for providing maintenance and support services with respect to the Software.
D. Nothing in this Agreement shall be interpreted or construed to create any rights in any third party as a third-party beneficiary under this Agreement and no third party shall have any right or authority to enforce this Agreement in whole or in part.
VIII. PRE-COMMERCIAL RELEASE OR BETA SOFTWARE.
If the Software You have received with this Agreement is a pre-commercial release or a beta version, then You understand the Software is a pre-release, non-commercial version and does not represent a final product of Snapkeys. The Software may contain bugs, errors and other problems that could cause computer system failures and data loss. THEREFORE, ALL PRE-RELEASE OR BETA SOFTWARE IS PROVIDED ON AN "AS-IS" BASIS AND SNAPKEYS DISCLAIMS ANY AND ALL WARRANTIES OR LIABILITY TO YOU OF ANY KIND.
IX. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY AGREE THAT USE OF THE SOFTWARE IS AT YOUR OWN RISK. NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM - EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE - INCLUDING BUT NOT LIMITED TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE SOFTWARE IS GIVEN OR ASSUMED BY SNAPKEYS. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED. SNAPKEYS MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTEDLT, TIMELY, SECURELY, OR ERROR FREE OR THAT ANY INFORMATION OR DATA RECEIVED/TRANSMITTED ON OR THROUGH THE SOFTWARE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES.
SNAPKEYS MAKES NO REPRESENTATIONS AS TO THE SUITABILITY OF THE INFORMATION DELIVERED OR RECEIVED/TRANSMITTED ON OR THROUGH THE SOFTWARE FOR ANY PURPOSE NOR ABOUT ITS LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS.
X. LIMITATION OF LIABILITY.
D. You acknowledge and agree that Snapkeys, or third parties working on Snapkeys’s behalf, may process information gathered from any User of the Software, including for the purpose of building aggregate information about the User. Based on this information, Snapkeys, or third parties, may send You advertisements, offers, upgrades and content, or other notices as the case may be.
E. By connecting, registering, and/or subscribing by a third party service, such as Facebook, Twitter, Pinterest, Instagram, etc., You give Us unencumbered permission to access and use Your information from that service as permitted by that service and to store Your account log-on credentials for that service.
F. The Software and/or Site may collect non-personally identifiable statistical information of usage and/or performance data of Software and/or Site, which may include data relating to usability characteristics, crash/failure events, and other information.
XII. SOFTWARE PREREQUISITES.
A. You acknowledge that the use of the Software may require one or more compatible devices and/or operating systems/platforms, Internet access or any type of network access, certain compatible software, and may require obtaining updates or upgrades from time to time ("Software Prerequisites"). You hereby acknowledge that the use and performance of the Software may require, at a minimum, a suitable level of system requirements/facilities, compatible device, operating system, and Internet access and applicable updates as the case may demand. You further acknowledge and agree that such system requirements, which may be changed from time to time, are your sole responsibility and Snapkeys has no responsibility in assuring Software Prerequisites.
B. Snapkeys has no obligation to actively notify You before, during, or after installation of the Software or upgrades, or any versions thereof, about compatibility of the Software with any operating system or computing device.
You hereby understand and agree that Snapkeys has the right to suspend its activities and/or stop selling, distributing, servicing or updating the Software (any part of it), and services or offerings at any time, without notice.
XIV. U.S. GOVERNMENT-RESTRICTED RIGHTS.
The Software and any accompanying documentation are "commercial computer software" and "commercial computer software documentation," under the United States Defense Federal Acquisition Regulation and the Federal Acquistion Regulations (DFAR Section 227.7202 and FAR Section 12.212), amended from time to time. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
XV. EXPORT RESTRICTIONS.
A. Without derogating from the generality of any other provision of this Agreement, You hereby undertake not to download, distribute, export, re-export, or redistribute the Software, including any Snapkeys product:
(a) to a person (whether natural or legal) who is a national or resident of or organized under the laws of any country or territory to which the United States or Israel has embargoed goods, or
(b) to person (natural or legal) prohibited by applicable law from receiving this Software.
B. By downloading or using the Software, You hereby represent and warrant that You are not located in, under the control of a person (natural or legal) who is ar a national or resident of or organized under the laws of any country or territory or on any such list of countries to which the United States or Israel has embargoed goods.
C. Except pursuant to an express, written, fully-executed agreement with Snapkeys, You may not purchase a license to use the Software for the purpose of exporting it to a country other than the original country of sale, nor may You retain the services of a third party to purchase a license to use the Software
You hereby acknowledge reading this Agreement, understanding it, and agreeing to be bound by its terms and conditions.
XVII. APPLICABLE LAW AND VENUE.
A. This Agreement is governed by the laws of the State of Israel, without reference to its conflict of laws principles/rules of private international law. Any dispute between You and Snapkeys regarding this Agreement will be subject to the exclusive venue of the competent courts located in the City of Jerusalem, State of Israel.
B. This Agreement specifically excludes the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such convention, if otherwise applicable.
C. Except as expressly set forth herein and to the extent permitted by applicable law, this Agreement shall not prejudice the non-excludable, statutory rights of any party dealing as a consumer as defined in Sec. 1 of the Israeli Consumer Protection Law, 5741-1981, as amended from time to time.
XVIII. ENTIRE AGREEMENT.
A. You hereby acknowledge that this Agreement is the complete and exclusive statement of Agreement between the Parties and supersedes all proposals or prior Agreements, verbal or written, and any other communications between the Parties relating to the subject matter of this Agreement.
C. Your use of the Site or Software is also governed by the Terms and Conditions, and Agreements applicable to the Site, the provisions of which are hereby incorporated within this Agreement. The Terms and Conditions, and Agreements applicable to the Site may be viewed at the Site.
A. The Software, or any feature or part thereof, may not be available in all languages or in all countries. If Snapkeys has provided You with a translation of the English language version of this Agreement, You agree that such translation is provided for Your convenience only and that the English language version, not the translation, of this Agreement will be legally binding on You.
B. In the event of a conflict between the English language version of this Agreement and the translation, the English version and not its translation(s) will govern.
A. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable but only to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.
B. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
XXI. WAIVER and AMENDMENT
A. No term or provision in this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted.
B. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.
C. Failure on the part of Snapkeys to insist upon strict performance of any provision of this Agreement shall not be deemed a waiver of its rights or remedies.
A. Snapkeys may, in its sole discretion, amend this Agreement from time to time by posting an amended version at http://www.Snapkeys.com/legal and/or notifying You when You enter the Site. By continuing to enter or use the Site You express Your consent and agreement to the amendments.
B. Except as provided in subparagraph (A) above, no modifications or amendments to this Agreement will be binding upon Snapkeys unless made in writing and duly executed by You and an authorized representative of Snapkeys.
A. This Agreement shall take effect from the moment that You indicate your acceptance or by downloading, copying, installing or using the Software in any other way. This Agreement remains valid for an indefinite period of time.
B. Without prejudice to any other rights, Snapkeys may, at its sole discretion, terminate this Agreement without prior notice in any case where You breach your undertakings under this Agreement.
The termination will take place immediately.
C. In the event that Snapkeys terminates this Agreement, any transfer, transaction, sale, license up until the termination will be processed and corresponding due compensation will be paid out.
D. You are entitled to terminate this Agreement at all times. Upon termination, You shall promptly, in not more than 5 days, return/delete all and any of the Software. Such termination in no way entitles You to any form of compensation.
E. Termination of this Agreement, for whatever reason, shall, with immediate effect, terminate all rights and licenses granted by Snapkeys to You under the provisions of this Agreement.
SNAPKEYS IS A LIMITED LIABILITY COMPANY, REGISTERED UNDER THE LAWS OF THE STATE OF ISRAEL WITH ITS PRINCIPAL PLACE OF BUSINESS IN THE STATE OF ISRAEL AND WHICH HOLDS AN EXCLUSIVE LICENSE FROM KEYLESS SYSTEMS, LTD, A LIMITED LIABILITY COMPANY REGISTERED UNDER THE LAWS OF ISRAEL, TO DEVELOP, PROCESS, MODIFY, BUILD UPON, SUB-LICENSE AND DISTRUBUTE THE SOFTWARE THROUGHOUT THE WORLD.
XXIV. QUESTIONS AND CONTACT INFORMATION.
DocID = Si1-EULA-28MAY2013
Copyright 2013 Snapkeys Ltd.