1. Preamble: This Agreement sets the terms, rights, restrictions and obligations on using [ software] (hereinafter: The Software) created and owned by Licensor, as detailed herein
  2. License Grant: Licensor hereby grants a Personal, Non-assignable & non-transferable, Commercial, Royalty free, Without the rights to create derivative works, Non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
    1. Limited: Customer (the entity or individual that purchases the Software) may use Software for the purpose of:
      1. Running Software on Customer’s Website[s] and Server[s];
      2. Allowing 3rd Parties to run Software on Customer’s Website[s] and Server[s];
      3. Publishing Software’s output to Customer and 3rd Parties;
      4. Distribute verbatim copies of Software’s output (including compiled binaries);
      5. Modify Software to suit Customer’s needs and specifications.
    2. Binary Restricted: Customer may sublicense Software as a part of a larger work containing more than Software, and may not distribute the Software solely in Object or Binary form.
    3. Non Assignable & Non-Transferable: Customer may not assign or transfer his rights and duties under this license.
    4. Commercial, Royalty Free: Customer may use Software for any purpose, including paid-services, without any royalties
  3. Term & Termination: The Term of this license shall be until terminated. Licensor may terminate this Agreement, including Customer’s license in the case where Customer :
    1. became insolvent or otherwise entered into any liquidation process; or
    2. Customer was in breach of any of this license’s terms and conditions and such breach was not cured, immediately upon notification; or
    3. Customer in breach of any of the terms of clause 2 to this license; or
    4. Customer otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.
  4. Applicable Law: This license shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of California. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
  5. Upgrades, Updates and Fixes: Licensor may provide Customer, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. Customer hereby warrants to keep The Software up-to-date and install all relevant updates and fixes, and may, at his sole discretion, purchase upgrades, according to the rates set by Licensor. Licensor shall provide any update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.
    1. Upgrades: for the purpose of this license, an Upgrade shall be a material amendment in The Software, which contains new features and or major performance improvements and shall be marked as a new version number. For example, should Customer purchase The Software under version 1.X.X, an upgrade shall commence under number 2.0.0.
    2. Updates: for the purpose of this license, an update shall be a minor amendment in The Software, which may contain new features or minor improvements and shall be marked as a new sub-version number. For example, should Customer purchase The Software under version 1.1.X, an upgrade shall commence under number 1.2.0.
    3. Fix: for the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair the The Software’s functionality. A fix shall be marked as a new sub-sub-version number. For example, should Customer purchase Software under version 1.1.1, an upgrade shall commence under number 1.1.2.
  6. Support: Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide Customer with support or fixes to any bug, failure, mis-performance or other defect in The Software.
    1. Bug Notification: Customer may provide Licensor of details regarding any bug, defect or failure in The Software promptly and with no delay from such event; Customer shall comply with Licensor’s request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.
    2. Feature Request: Customer may request additional features in Software, provided, however, that (i) Customer shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Customer shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Customer warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Customer developed, envisioned or created the feature solely by himself.
  7. Liability: To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Customer as a result of Software’s actions, failure, bugs and/or any other interaction between The Software  and Customer’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services.  Moreover, Licensor shall never be liable for any defect in source code written by Customer when relying on The Software or using The Software’s source code.
  8. Warranty:
    1. Intellectual Property: Licensor hereby warrants that The Software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
    2. No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Customer’s computers or to Customer, and that Software shall be functional. Customer shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software on Customer’s Server[s] and Website[s].
    3. Prior Inspection: Customer hereby states that the Customer inspected The Software thoroughly and found it satisfactory and adequate to Customer’s needs, that it does not interfere with Customer’s regular operation and that it does meet the standards and scope of Customer’s computer systems and architecture. Customer found that The Software interacts with Customer’s development, website and server environment and that it does not infringe any of End User License Agreement of any software Customer may use in performing these services. Customer hereby waives any claims regarding The Software’s incompatibility, performance, results and features, and warrants that Customer inspected the The Software.
  9. No Refunds: Customer warrants that Customer inspected The Software according to clause 7(c) and that it is adequate to Customer’s needs. Accordingly, as The Software is intangible goods, Customer shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains material flaws.
  10. Indemnification: Customer hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Customer’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor’s intellectual property rights or Licensor’s title in The Software. Licensor shall promptly notify Customer in case of such legal action and request Customer’s consent prior to any settlement in relation to such lawsuit or claim.
  11. Governing Law, Jurisdiction: Customer hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Customer against Licensor be denied, in part or in full.

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