END USER SOFTWARE LICENSE AGREEMENT
IMPORTANT—READ CAREFULLY: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.
BY CLICKING ON THE “ACCEPT” BUTTON, OPENING THE PACKAGE, DOWNLOADING THE PRODUCT, OR USING THE SOFTWARE THAT CONTAINS THIS PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DONT ACCEPT” BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE, RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND, OR DO NOT DOWNLOAD THE PRODUCT.
Single User License Grant: Testview grant to Customer (“Customer”) a nonexclusive and nontransferable license to use the Testview software (“Software”) in object code form solely on a single central processing unit owned or leased by Customer or otherwise embedded in equipment provided by Testview.
Multiple-Users License Grant: Testview grant to Customer (“Customer”) a nonexclusive and nontransferable license to use the Testview software (“Software”) in object code form: (i) installed in a single location on a hard disk or other storage device of up to the number of computers owned or leased by Customer for which Customer has paid a license fee (“Permitted Number of Computers”); or (ii) provided the Software is configured for network use, installed on a single file server for use on a single local area network for either (but not both) of the following purposes: (a) permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers; or (b) use of the Software over such network, provided the number of computers connected to the server does not exceed the Permitted Number of Computers. Customer may only use the programs contained in the Software (i) for which Customer has paid a license fee and (ii) for which Customer has received a product authorization key (“PAK”). Customer grants to Testview or its independent accountants the right to examine its books, records and accounts during Customer’s normal business hours to verify compliance with the above provisions. In the event such audit discloses that the Permitted Number of Computers is exceeded, Customer shall promptly pay to Testview the appropriate licensee fee for the additional computers or users. At Testview’s option, Testview may terminate this license for failure to pay the required license fee.
Customer may make one (1) archival copy of the Software provided Customer affixes to such copy all copyright, confidentiality, and proprietary notices that appear on the original.
EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT: COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE.
Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Testview. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written in advance consent of Testview. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with Testview.
Testview warrants that for a period of sixty (60) days from the date of shipment from Testview: (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software substantially conforms to its published specifications. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to Customer as the original licensee. Customer’s exclusive remedy and the entire liability of Testview and its suppliers under this limited warranty will be, at Testview or its service center’s option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to Customer. In no event does Testview warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. This warranty does not apply if the software (a) has been altered, except by Testview, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Testview, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultrahazardous activities.
EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
IN NO EVENT WILL TESTVIEW BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF TESTVIEWOR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Testview’s liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which Testview does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.
This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from Testview if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software.
CONSENT TO USE OF DATA.
You agree that Testview and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software. Testview may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
ASSIGNMENT OF RIGHTS
You may not assign or transfer your rights in and to the Service, without the prior written consent of Testview. Testview may assign its rights in and to the Service to a third party at its sole and absolute discretion, provided that the third party undertakes Testview’s obligations to you under these Terms.
All intellectual property rights in and to the Site, the Service and its database, including copyrights, trademarks, industrial designs, patents and trade secrets – are either the exclusive property of Testview or its affiliates or are exclusively licensed to Testview. The Service is protected, among others, by the Israeli Copyright Law, 2007 as well as by applicable copyright provisions prescribed by any other law, in Israel and elsewhere.
“Testview”, the Testview logo, and other trade and/or service marks are the property of Testview or its affiliates and you may not use such logos or marks for any purpose that is not expressly authorized in these Terms without the prior written consent of Testview.
Testview may protect the Service by technological means intended to prevent unauthorized use of the Service. You undertake not to circumvent these means. Without derogating from Testview’s rights under these Terms or under any applicable law, you are advised that any attempted or actual infringement of this provision will result in the termination of all your rights under these Terms. If you circumvent any of the means taken by Testview to protect the Service from unauthorized use, you must immediately cease any and all use of the Service, and you undertake to do so.
This License shall be governed by and construed in accordance with the laws of the State of ISRAEL, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire License between the parties with respect to the use of the Software.
GOVERNING LAW AND JURISDICTION
These Terms, the Software and the Service will be governed solely by the laws of the State of Israel, without giving effect to any conflicts of law principles. Any dispute, claim or controversy arising out of, connected with or relating to these Terms, the Software and the Service, will be under the exclusive jurisdiction of the competent court in the Tel Aviv district in ISRAEL.