IMPORTANT – READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS (these “Terms”) BEFORE opening any of the packages CONTAINING ELECTRONIC MEDIA, SUCH AS A DISK PACK, ETC., or DOWNLOADING OR INSTALLING THE PROGRAM OR ANY PART THEROF, AS APPLICABLE. By OPENING ANY SUCH PACKAGE, by SELECTING THE “I ACCEPT” BUTTON BELOW, OR BY DOWNLOADING OR INSTALLING THE PROGRAM, OR ANY PART THEREOF, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU SELECT “I DO NOT ACCEPT,” THE DOWNLOAD PROCESS WILL NOT PROCEED. DO NOT OPEN ANY SUCH PACKAGE, SELECT “I ACCEPT,” DOWNLOAD OR INSTALL THE PROGRAM, OR ANY PART THEREOF, UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO THESE TERMS. IF YOU DO NOT WISH TO AGREE TO THESE TERMS, DO NOT DOWNLOAD OR INSTALL THE PROGRAM, IN WHOLE OR IN PART, AND, IF YOU RECEIVED THE PROGRAM ON ELECTRONIC MEDIA, promptly return the entire SHIPMENT with the ELECTRONIC MEDIA unopened TO THE PLACE OF PURCHASE and your money will be refunded.
THESE TERMS CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU, OR THE COMPANY ON WHOSE BEHALF YOUR ARE INSTALLING THE PROGRAM (“You”), AND ATRINET LTD. (“Atrinet”), WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL, OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THESE TERMS.
THE TERMS AND CONDITIONS SET FORTH IN THE ATRINET SOFTWARE LICENSE CERTIFICATE (hereafter, the “ASLC”), IF DELIVERED TO YOU, ARE INCORPORATED IN THESE TERMS BY REFERENCE. IF ANY TERMS OR CONDITIONS SET FORTH IN THE ASLC CONFLICTS WITH THESE TERMS, THESE TERMS SHALL GOVERN.
Subject to payment of all applicable fees, Atrinet grants to You a limited, personal, non-exclusive, nontransferable license to use the Program and the accompanying documentation (collectively the “Software”) in one of the following manners, in accordance with these Terms:
“Device” means a computer, workstation, terminal, handheld PC, Personal Digital Assistant, “smart phone,” or other electronic device.
Atrinet may make the Software available to You in object code form for the sole purpose of evaluating, training, or other limited non-commercial purposes, for a limited period of thirty (30) days, which period may be extended at Atrinet’s sole discretion (the “Evaluation Period”). Atrinet may insert in each copy of the Software a mechanism to make the Software inoperable after a specified period of time. At the end of the Evaluation Period, You will either return the Software or delete the Software from your Device, or if you wish to continue using the Software, you must pay the applicable fee for a full license for the Software. Additionally, Your continued use of the Software after the Evaluation Period shall be subject to these Terms.
If You are licensing the Software for evaluation purposes, Your use of the Software is only permitted in a non-production environment. Notwithstanding any other provision in this EULA, an Evaluation Period of the Software is provided “AS-IS” without indemnification, support or warranty of any kind, expressed or implied.
For clarity, Atrinet shall have the right to revoke the license to the Software at any time and for any reason.
You may not make any use of the Software in whole or in part that is not expressly permitted by these Terms. The license granted herein is solely for your benefit and may be used only for your internal purposes. Except as expressly set forth in the Terms, You shall not: (i) copy, modify, reverse engineer, decompile, disassemble, or otherwise translate all or any portion of the Software; (ii) distribute, disclose, market, rent, lease, sublicense, or transfer to any third party the Software or use the Software in any service bureau arrangement; or (iii) export the Software in violation of any applicable Israeli or foreign or local law, and You shall not authorize or permit any third party to do any of the foregoing. No license, right, or interest in any Atrinet trademark, trade name or service mark is granted hereunder. The server and/or Device on which the Software is installed must be in Your possession and under Your control and the Software must be used only by persons who have a specific need to use, for whose breaches of these Terms You will be liable. You shall take no action designed to defeat the operation of any security measure incorporated in the Software.
You may elect to purchase support services and updates for the Software by contacting Atrinet or an Atrinet authorized supplier and paying the applicable support fee. Any and all updates, upgrades, modifications, or other revisions to the Software delivered to You shall be included in the definition of “Software” and shall be governed by these Terms.
Aatrinet (or its third party suppliers) retains all title, right, copyright (and any other applicable intellectual property right), and interest in and to the Software, including all documentation, translations, enhancements, improvements, or other modifications made to or derived from the Software, which is protected by intellectual property laws and international treaty provisions.
You acknowledge that the Software contains confidential and proprietary information and trade secrets of Atrinet (or its third party suppliers) and will keep any confidential information contained in the Software confidential and under access and use restrictions sufficient to protect copying, use or disclosure thereof which violates these Terms. Such restrictions will be at least as stringent as those applied to Your most valuable confidential and proprietary information. You agree to be responsible for any unauthorized disclosure, use, or copying of the Software by any person to which You grant access to the Software.
Atrinet warrants to You that the disk(s) on which the Program is recorded are free from defects in materials and workmanship under normal use and service for a period of thirty (30) days from the date of delivery as provided by a copy of your invoice. Atrinet’s entire liability and your exclusive remedy for breach of this limited warranty shall be replacement of the disk that is returned to the place of purchase with your invoice. If failure of the disk has resulted from accident, abuse or malapplication of the Product, then Atrinet shall have no responsibility to replace the disk under such limited warranty.
OTHER THAN THE FOREGOING LIMITED WARRANTY, THE SOFTWARE (AND ANY RELATED DOCUMENT) IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. ATRINET AND ITS THIRD PARTY LICENSORS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, AND THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. OTHER THAN DAMAGES IN CONNECTION WITH THE FOREGOING LIMITED WARRANTY, IN NO EVENT SHALL ATRINET OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ATRINET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ATRINETS TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT PAID TO ATRINET BY YOU UNDER THIS AGREEMENT WITHIN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF SUCH CLAIM.
These Terms are effective until the end of the Evaluation Period, if You have been granted with an evaluation license only, or otherwise until terminated. Additionally, You may terminate it at any time by destroying the Software together with all copies in any form. Atrinet may terminate these Terms and the license granted pursuant thereto if You breach any of the Terms or fail to pay the designated price for the license of the Software. Upon termination of these Terms for any reason, You shall return all copies of the Software to the place of purchase, return the original ASLC, if received by You, and permanently delete all copies of the Software from your servers, computers, and/or other Devices. Any provisions of these Terms that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of these Terms, shall be deemed to survive for as long as necessary to fulfill such purposes.
These Terms will be governed by the laws of the State of Israel, without giving effect to the conflict of law provisions thereof, and excluding (even if applicable) any application of the United Nations Convention on Contracts for the International Sale of Goods. The Software may contain or be derived from portions of materials provided by third parties under license to Atrinet. Atrinet has assumed responsibility for the selection of such materials and their use in producing the Software. Such third parties may enforce any of the provisions set forth in the Terms, to the extent such third party materials are affected. Additionally, any limitation of liability described in the Terms also applies to such third parties. No waiver, alteration, or modification of the provisions of these Terms will be valid unless made in writing and signed by a corporate officer of Atrinet. If any provision or provisions of these Terms are determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of these Terms will not in any way be affected or impaired thereby. You may not assign these Terms to any third party.