End User License Agreement
DOWNLOADING, INSTALLING EXECUTING OR OTHERWISE USING THE ROOF DESIGNER SOFTWARE IS SUBJECT TO THE PROVISIONS OF THIS END USER LICENSE AGREEMENT ('AGREEMENT') PLEASE READ IT CARFULLY BEFORE YOU CONDUCT ANY ACT OF CONSENT TO THE AGREEMENT.
BY CLICKING THE “I AGREE” BUTTON, DOWNLOADING, INSTALLING EXECUTING OR OTHERWISE USING THE ROOF DESIGNER SOFTWARE ('SOFTWARE'), YOU SIGNIFY YOU CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING THE 'I AGREE' BUTTON BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT DOWNLOAD, INSTALL, EXECUTE OR USE THE SOFWARE.
1.1 “BS” – Batzal Software, the owner of the Software, under process of incorporation).
1.2 'Documentation' – any documentation, in any medium, with regard to the Software, which is designated to be delivered and delivered to You with or without the Software including but not limited to; manuals, training materials, programs or modules listings, data models, functional specifications, instructions etc. or any part thereof, whether embedded within the Software or not.
1.3 'Evaluation Period' – a one time 14 days period, per each workstation commencing upon first usage, designated to enabled You experience the software.
1.4 'Evaluation Version' – the default mode of the Software that enables usage of the Software for the Evaluation Period only. In order to enable further usage of the Software You must purchase a license and use a License Activation Code.
1.5 “Hardware Lock Number” – as specified in the Documentation.
1.6 'Intellectual Property Rights' – Collectively, any and all: patents, business processes, data rights, copyrights, trademarks, service marks, trade names, trade secrets, know-how or any other intellectual property rights, whether registered or unregistered.
1.7 “License” – License to use the Software in accordance with the provisions of this Agreement, and especially of clause 2.
1.8 'License Activation Code' – An activation code that enables usage of the Software once the Evaluation Period Ends.
1.9 'Major Software' – the software 'Autodesk 3ds max', or 'Autodesk VIZ' owned by Autodesk Inc. or any other software of Autodesk Inc. specified within the Documentation as a Major Software.
1.10 'Software' – BS's software which is as an add-on to the Basic Software, and can only be used as such, that mainly enables easy design of 3-D roofs, including all versions, corrections, modifications, concepts, techniques, ideas, know how, designs (structure, sequence, organization etc.), and confidential information relating to the Software and or embedded within, as it now exists or as it shall be developed by or for BS from time to time. Specifications, additional descriptions etc can be found in the Documentation.
1.11 'You' – you, as long as you are an authorized licensee of the Software.
2 Grant of License to Use the Software and the Documentation
2.1 Subject to fulfillment of your obligations in this Agreement, (including the lawful usage of License Activation Code purchased from BS) BS grants You a personal, permanent, non exclusive, non transferable, non sub-licensable license to use the Software for its designated purpose as detailed within the Documentation, in accordance with the provisions of this Agreement, and solely together (as an add-on) with the Major Software.
2.2 Usage of the Software is limited to one workstation (whether a stand alone computer of a network computer). The Software is designated to operate only with the License Code. The License Code is generated based upon the Hardware Lock Number of the Basic Software, this means that You can use the Software only with this specific hardware,
2.3 In order to use the Software You must have a valid license to use the Major Software.
2.4 You are allowed to use the Software only with the Major Software, However the scope of this license encompasses usage of the Software (including the Documentation) solely; usage of the Major Software is subject to its applicable license. This Agreement is not and will not be interpreted as a license or permission to use the Major Software.
2.5 License Restrictions: The scope of the license granted hereunder is limited to the rights of use expressly set within the Agreement and You are not granted any other license or other rights with respect to the Software. Without limiting the foregoing, you may not (to the extent permitted by law): (1) decompile, disassemble, reverse engineer or otherwise attempt to identify or discover the Product's source code; (2) modify, change, or create a derivative work of any part of the Software; (3) assign, transfer, lease, rent or share the rights under this Agreement; (4) make any copy of the Software or any part thereof, except as expressly authorized herein (5) modify or otherwise interfere with Evaluation Period mechanisms;
2.6 No implied licenses - The licenses granted to Licensee within this Agreement do not permit any usage which is not expressly stated within this Agreement
2.7 You may not assign, transfer, or otherwise deal with or dispose of any of your rights or obligations under this Agreement, without the prior written consent of BS. You may copy and distribute the Evaluation Version as specified below.
2.8 Any use, copying, or distribution of the Software not authorized by this Agreement shall automatically terminate your License under this Agreement.
2.9 Evaluation Version
2.9.1 Subject to fulfillment of your obligations in this Agreement, BS grants You for the duration of the Evaluation Period a non exclusive, non transferable, non sub-licensable license to use the Software for non commercial purposes and for its designated purpose as detailed within the documentation, in accordance with the provisions of this Agreement, and solely together (as an add-on) with the Major Software.
2.9.2 Evaluation Period – You are entitled to use the Software for a one time 14 days period commencing upon first execution of the Software. Once the Evaluation Period ends You will not be able to use the Software unless you'll purchase a valid License Code.
2.9.3 Subject to the descriptions within the Documentation, once the Evaluation Period ends and as long and the Evaluation Version (and the Basic Software) is properly installed You should be able to view your designs that were made based upon the Software (the Evaluation version of the Software), but You will not be able to edit them. Ways to enable ability (or partial ability) to view your designs once the Software is uninstalled are specified in the Documentation.
2.9.4 You may freely copy and distribute the Evaluation Version, subject that You'll distribute the Documentation as well, won't erase or take out any note, copyright notices or this Agreement and the receiver must express his consent to this Agreement.
2.10 Additional Permitted Usages –
2.10.1 Archival Copy – You may copy unlimited number of archival copies of the Evaluation Version. Once You erase the original copy of the Software (in irretrievable manner) You’ll be entitled to use the archival copy of the Software and to make an archival copy of it.
2.10.2 Copy of Documentation - You may make one copy of the Documentation.
3 On-line Delivery
3.1 The Software and the Evaluation Version are distributed on-line from BS’s website. Before you download the Software please read the precaution measures published on BS's website.
3.2 In order to purchase a License Code You should follow the instructions published on BS's website.
4 Limited warranty
4.1 BS warrants to You that for a period of ninety (90) days following its download the Software will substantially conform to functional descriptions provided in the Documentation. BS does not warrant that the Software will operate uninterrupted or that it will be free form any bugs or errors. Upon receipt of notice, within the warranty period, with respect to any malfunction of the Software, BS shall at sole discretion either: (1) attempt to correct Bugs that are found in the Software causing the malfunction. ('Bug', or 'Error' - any discrepancy between the Documentation and actual performance of the Software, not caused by external cause) or work around, or (2) refund You the license fee and terminate this Agreement.
4.2 EXCEPT FOR THE EXPRESS LIMITTED WARRANTY PROVIDED IN CLAUSE 4.1 ABOVE BS DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED (IN LAW OR IN FACT), INCLUDING WITHOUT LIMITATION FITNESS FOR ANY SPECIFIC NEEDS OR SATISFACTORY QUALITY, THE SOFTWARE IS PROVIDED AS-IS. BS MAKES AND YOU RECEIVE NO OTHERE REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THE SOFTWARE. BS FURTHER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY DESIGN, OR ACT PALNED OR CONDUCTED IN RELIANCE OF OR THROUGH THE USE OF THE SOFTWARE.
4.3 Exceptions to the Limited Warranty. BS's warranty does not include:
4.3.1 Any malfunction of the Software caused by (directly or indirectly) or due to any external cause.
4.3.2 Refusal to install Bug fix or work around patch.
4.3.3 The use of the Software in combination with any software other than the Major Software or with any service, software or hardware not supplied or authorized by BS.
4.3.4 The use of the Software other than in accordance with the Documentation and this Agreement.
4.3.5 Any alteration or modification of the Software not authorized by BS.
4.3.6 Malfunction due misuse, negligence usage of the Software usage, accident or improper installation or maintenance by anyone other than BS.
4.4 In addition to the provisions of clause 4.3 The limited warranty does not cover repair of Bugs which do not adversely affect the ability of the Software to perform its usual designated function.
5 Limited Liability
5.1 IN NO EVENT SHALL BS BE LIABLE (whether by contract, tort or any other cause of action) FOR ANY DAMAGE (whether direct, indirect, special, incidental, or consequential INCLUDING profit loss, data loss, data restoration, etc) COSTS, EXPANCES, OR INCONVIEINACE, incurred with respect to usage of the Software (including the inability to use the Software or in connection with this Agreement EVEN IF BS HAS BEEN ADIVSED OF THE POSSIBLITY OF SUCH DAMAGES, COSTS OR EXPANCES. THE SOLE LIABLITY OF BS WILL BE TO TAKE REASONABLE EFFORTS TO COMPLY WITH ITS LIMITED EXPRESS WARRANTY PROVIDED IN CLAUSE4.1 ABOVE.
5.2 Overall Limit of Liability - The provisions of this Clause ?shall apply regardless of whether a claim arises in contract, tort or otherwise. Without prejudice to other limitations and exclusions upon the liability of BS, in case that a competent court shall rule that such other limitations are not enforceable than the aggregate liability of BS arising under or in connection with this Agreement shall not exceed a total of half of the license fee actually paid by You to BS.
6 Risks Associated with Installing and Executing New Programs and Relying on Programs - Warnings and Caution Measures
6.1 Installing and Executing New Software – while BS conducted reasonable tests to assure proper functionality these tests are limited in nature and can not cover all or even most possible situations. In order to avoid possible damages due the Software installation and execution you should prior to execution of these actions, back up of your computer and data. In addition install and execute the Software on a stand alone in an empty designated folder.
6.2 Action and Decisions based upon the Software – the Software is a technical tool designated to assist professionals. It is not and shouldn’t be treated as substitute for professional judgment. In addition it might not be error free or take all relevant factors into account. Before you make any decision or conduct any action based upon the Software usage, You should make external independent inquiries or procedures as the case may be. BS is not and will not be responsible for any damages that occurred due to Your usage of the Software.
6.3 Please note that BS can not and is not responsible for any damage occurred due to such risks, If you do not wish to be subjected at all to these risks, you are advised not to install or use the Software.
7 Intellectual Property
7.1 All Intellectual Property Rights in the Software and the Documentation, and each part thereof are and shall remain the sole and exclusive property of the BS.
7.2 All Intellectual Property Rights in the Major Software and its documentation and each part thereof are and shall remain the sole and exclusive property of Autodesk Inc.
7.3 You are not allowed to remove or alter any notices of Intellectual Property Rights, trademarks, trade names, logos or hyperlinks, from the Software, the Documentation or any part thereof.
7.4 You shall not modify, add to, transfer, copy, adapt, translate, create derivative work of, reverse engineer, decompile or disassemble the Software.
7.5 Clause 7.4 is subject to permitted actions under the Israeli Copyright Law (2007) and only to the extent that such actions are permissible.
7.6 BS's Indemnity – BS shall defend, indemnify and hold You harmless from and against all claims and resulting liability, damages, losses, costs and expenses payable to a third party (and any reasonable costs of defending, including legal fees, to the extent that Licensee is required to assist in defending) arising or resulting from or in connection with any allegation that the use of the Software, constitutes an infringement of any Intellectual Property Rights of such third party, except for claims under patents and patent applications.
7.7 The indemnity set forth in this clause shall not apply unless You:
7.7.1 Gives BS reasonably prompt notice of any such claim and permits BS, through counsel of BS’s choice to defend the claim, and
7.7.2 Reasonably co-operates with BS with respect to the defense of such claim.
7.7.3 Enable BS to replace infringing parts of the Software.
7.8 BS shall not be responsible for any settlement made by You without BS's prior written consent.
7.9 BS shall have no liability under this Clause to the extent that the claim arises from one or more of the causes identified in clause 4.3 above.
7.10 In Case the BS can not (at its sole discretion) settle the claim BS will have the right to terminate this Agreement and to refund You the license fees actually paid by You.
8.1 You are not entitled to support. BS at its sole discretion might publish support information on its web site.
9 Governing law and jurisdiction
9.1 This Agreement shall be exclusively governed and construed pursuant to the laws of the State of Israel without giving effect to conflict of laws principles, or any reference to other foreign laws, and the parties hereby waive their right to any other jurisdiction to which they may be entitled.
9.2 Binding Arbitration - All claims (any dispute or issue which may arise from or may be related to this Agreement) between the parties will be resolved through binding arbitration conducted in Israel. The arbitrator shall be mutually agreed upon by the parties, or in case the parties can not agree for a period of more than 45 days after one of the parties informed the other party in writing of his intension to file a claim, the arbitrator shall be appointed by the president of the Israel Bar Organization (www.israelbar.org.il).
9.3 Despite the provisions of clause 9.2 claims were the total amount sought is less than 2,000 $ will be resolves through binding arbitration that is being conducted through means of remote communication (such as phone, on-line, written submissions etc.) and no in-person appearance is required. The arbitrator shall be mutually agreed by the parties, or in case of un-agreement (or over more than 45 days after one of the parties informed the other party in writing, his intension to file a claim) the arbitrator shall be appointed by the president of the Israel Bar Organization (www.israelbar.org.il).
9.4 Subject to the provisions of clause9.2 and 9.3 the Parties irrevocably and unconditionally submit to the exclusive competence of the courts and tribunals of the City of Tel Aviv for the resolution of all claims.
10 Force Majeure
10.1 BS shall not be liable for any failure or delay in the performance of its obligations if such failure or delay results (directly or indirectly) from any cause outside of its reasonable control including but not limited to labor disputes, war or unavailability of transportation, equipment, systems, software, networks, supplies or services and changes of law or regulations and the acts of any government or authority.
11.1 Entire Agreement - This Agreement constitutes the entire, final Agreement between the parties and supersedes all prior oral or written understandings, arrangements, representations or agreements between them relating to its subject matter. No officer, director, employee or agent of any party is authorized to make any representation or warranty to another party not contained in this Agreement.
11.2 Any change to this Agreement will not be valid unless executed in writing and signed by both parties.
11.3 This Agreement does not, directly or indirectly; confer any rights upon any third party.
12 Severability If any provisions of this agreement are declared to be invalid, the remaining provisions shall remain in full force and effect