SECURE CONNECTION LTD.
END USER LICENSE AGREEMENT
[Last updated: May 2019]
This End User License Agreement (“License Agreement“), applies to the application/software Celtinel (the “Software“) developed by Secure Connection Ltd. (the “Company“, “we” or “us“) and installed on or after the “Last Updated” set forth at the title of this License Agreement (collectively, the “Service“).
THIS LICENSE AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND COMPANY. IF YOU DO NOT UNDERSTAND OR AGREE WITH ANY PART OF THE TERMS OUTLINED IN THIS LICENSE AGREEMENT, PLEASE DO NOT USE THE SOFTWARE. IF YOU HAVE ANY QUESTIONS OR CONCERNS REGARDING WHAT IS WRITTEN HERE, PLEASE LET US KNOW BY EMAILING US AT email@example.com. DO NOT USE THE SOFTWARE UNTIL THESE QUESTIONS AND CONCERNS HAVE BEEN ANSWERED TO YOUR SATISFACTION AND YOU AGREE TO ABIDE BY THIS LICENSE AGREEMENT.
BY CLICKING THE “ACCEPT” BUTTON (OR OTHER SIMILARLY DESIGNATED CALL TO ACTION) OR BY OTHERWISE INSTALLING OR USING THE SOFTWARE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THIS LICENSE AGREEMENT AND TO ABIDE BY ALL ITS TERMS AND CONDITIONS, JUST AS IF YOU HAD PHYSICALLY SIGNED IT. THIS LICENSE AGREEMENT APPLIES TO THE SOFTWARE AND ALL FEATURES AND FUNCTIONALITIES DEVELOPED BY US.
LICENSE GRANT. Subject to the terms and conditions of this License Agreement, we grant you a non-exclusive, revocable, non-transferable, personal, limited license, to (a) install the most current generally available version of the Software offered to you, and (b) use such Software solely for your personal, non-commercial purposes.
PROHIBITED USE. You may not rent, sell, lease, sublicense, distribute, market, assign, copy, or in any way transfer the Software, the Service or this License Agreement or use the Software for the benefit of any third party in any manner. You may not modify, decompile, disassemble, or otherwise reverse-engineer the source code of the Software and Service or attempt to do so for any reason. Further, you may not access, create or modify the source code of the Software in any way. You do not have the right to and may not create derivative works of the Software or the Service. All modifications or enhancements to the Software are our sole property. You understand that we, in our sole discretion, may modify or discontinue or suspend your right to access any of our services or to use the Software at any time, and we may at any time suspend or terminate any license hereunder and disable the Software or any of its component features. You represent and warrant that you are either the owner or an authorized user of the computer where the Software is installed. You may use the Software or Services only for lawful purposes. The Services are subject to, and you agree that you shall at all times comply with, all local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of our Software and Services. You agree not to use the Software or Services to conduct any business or activity or solicit the performance of any activity, which is prohibited by law or by any contractual provision by which you are bound. You may not violate or attempt to violate the security of our Software.
UPDATES. We reserve the right to add or remove features or functions to or from the Software and Service. YOU HEREBY AGREE THAT THE COMPANY MAY UPDATE THE SOFTWARE, FROM TIME TO TIME, WITHOUT PRIOR NOTIFICATION. THESE UPDATES ARE DESIGNED TO IMPROVE, ENHANCE AND FURTHER DEVELOP THE SOFTWARE.
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS. You acknowledge and agree that the Software and the Service and any associated components thereto are licensed, not sold to you. You acknowledge that the Software, including all associated components, code, protocols, software and documentation provided to you by us in conjunction with the Software or our Service are the Company’s property or the property of our licensors, and are protected by international copyright, trademarks, patents and other proprietary rights and laws relating to trade secrets, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral or similar rights. You may not delete, alter, or remove any copyright, trademark, or other proprietary rights notice we have placed on the Software or associated components. All rights not expressly granted hereunder are expressly reserved to us and our licensors. In the event of any third party claim that the Software infringes any third party’s intellectual property rights, Company will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
NON-DISCLOSURE. You acknowledge that the Software embodies confidential and trade secret information owned by the Company and/or its affiliates, suppliers and licensors. You undertake that any information and documentation relating to the Software supplied by the Company will be maintained in strict confidence and shall not be disclosed to any third party without the prior written consent of the Company, with the exception of that which is already generally known to the public. You may disclose such confidential information to other individuals within your organization, but only to such persons who have a need to know such information for authorized use of the Software and only to the extent such persons have a need for such information for such authorized use. You will notify the Company immediately of any breach of this Section 5. You agree that the Company shall be entitled to obtain a temporary injunction against any such imminent or occurring disclosure.
INDEMNIFICATION. You agree to indemnify and hold the Company harmless from and against any loss, liability, costs or expenses (including but not limited to reasonable attorney’s fees) arising from or incurred as a result of any third party claims, to the extent that such claims relate to or are based on your breach of this License Agreement or your use of the Software.
INJUNCTIVE RELIEF. You acknowledge that, in the event you breach any provision of this License Agreement, Company will not have an adequate remedy in money or damages. Company shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request without posting bond. Company’s right to obtain injunctive relief shall not limit its right to seek further remedies.
DISCLAIMER OF WARRANTY. THE SOFTWARE AND THE SERVICE ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND BY US OR ANY OF OUR AFFILIATES, SUPPLIERS OR DISTRIBUTORS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.EXCEPT AS EXPRESSLY SET FORTH ABOVE, WE DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES RELATING TO THE SOFTWARE AND THE SERVICE, INCLUDING ITS CONDITION, SUITABILITY, AND CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION OR ITS FITNESS FOR A PARTICULAR USE. IN THE EVENT OF ANY FAILURE OF THE SOFTWARE TO CONFORM TO ANY APPLICABLE WARRANTY, YOU MAY NOTIFY APPLE, AND APPLE WILL REFUND THE PURCHASE PRICE FOR THE SOFTWARE TO YOU; AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE SOFTWARE.
LIMITATION OF LIABILITY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST OF PROFITS, LOST OF BUSINESS OR LOST OF OPPORTUNITY, GOODWILL, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR OTHER RELIEF ARISING OUT OF, OR RELATED TO, THIS LICENSE AGREEMENT OR TO YOUR USE OR THE INABILITY TO USE THE SOFTWARE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR DAMAGES, IN SUCH STATE OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.
TERM & TERMINATION. This License Agreement becomes effective upon the earlier of your receipt or installation of the Software. This License Agreement shall remain in effect for so long as you continues to (i) use the Software in compliance with applicable law, (ii) pay for the use thereof in accordance with the terms and conditions of any and all agreements pertaining to the Software, and (iii) comply with the terms of this License Agreement. In the event that You fail to use the Software in compliance with applicable law, fail to pay for the Software or otherwise comply with any terms and/or conditions hereof, this License Agreement shall terminate automatically and we shall be entitled to all remedies in accordance with applicable law. Upon expiration or termination of the License Agreement, for any reason, you shall immediately cease and refrain from any use of the Software, remove and uninstall Software (and any files thereof) downloaded or installed by you or on your behalf. The termination of this License Agreement shall not affect any provisions which are intended expressly or by implication to continue in force after such termination, including without limitation the provisions of Sections 2, 4 through 9 and 10.
MISCELLANEOUS. THE COMPANY’S ACCEPTANCE OF YOUR USE OF THE SOFTWARE, IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. If any provision of this License Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This License Agreement shall be construed and governed in accordance with the laws of the State of Israel (regardless of its conflict of law provisions) and the competent courts in Tel-Aviv, Israel shall have exclusive jurisdiction over any dispute arising out of or related to this License Agreement. Failure of the Company to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. The party providing your mobile OS has no obligation whatsoever to furnish any maintenance and support with respect to this Software.
SOFTWARE QUESTIONS, COMMENTS, AND CONTACT INFORMATION.
If you have any questions, complaints and/or claims, you may contact us at:
Secure Connection Ltd.
We reserve the right to modify or change any of the terms and conditions of this License Agreement at any time and without prior notice. If Company shall materially modify this License Agreement, it will post a notification from the Software or on its website or by other reasonable means to notify you of the changes. We will also amend the “Last updated” date at the title of this License Agreement. PLEASE NOTE: By continuing to use the Software after the Company has posted a modification of this License Agreement, you agree to be bound by the modified version. If the modified version is not acceptable to you, your only recourse is to uninstall the Software. This License Agreement will also govern any software upgrades or updates provided by us that upgrade or supplement the Software or Service, unless such upgrades or updates are accompanied by a separate license, in which case the terms of that separate license will apply.