IMPORTANT - THIS IS A CONTRACT
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING ON THE ``ACCEPT'' BUTTON
This End User License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity, the “Client'') and Plataine Ltd (“Plataine” or the “Company”) and Company's suppliers and licensors. The purpose of this Agreement is to allow Client to use Plataine’s software relating to production optimization which is a web-based application provided by the Company (“Application”) with specific limitations and conditions.
COMPANY IS WILLING TO GRANT YOU ACCESS AND RIGHT TO USAGE OF THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE.
By clicking on the “Accept” button or otherwise using the Application, Client acknowledges that Client has read all of the terms of this Agreement and agrees to be bound by it. If the Client does not agree to the terms of this Agreement, then the Company is not willing to license the Application to the Client. Click on the “Cancel” button and/or do not use the Application.
II. RIGHT TO ACCESS
Company reserves the right to prevent and/or prohibit access to the MarkerMaker.com system by anyone for any reason, consistent with applicable law. To assist in enforcing Company's rights and responsibilities, Client agrees to allow Company to uniquely identify any computer the Client uses to access MarkerMaker.com as the source of recordings made on MarkerMaker.com. Client acknowledge that use of MarkerMaker.com is a privilege granted under this agreement and that Client’s rights to free speech or other rights will not be considered abridged in the event that Client is denied access to MarkerMaker.com.
III. GRANT OF LICENCE
Upon payment of the Fees (as defined hereunder) and pursuant to the terms and conditions of this Agreement, Company grants Client a nonexclusive, nontransferable license to access and use the Application.
Client shall not modify, enhance, translate, reverse engineer, decompile, disassemble, transfer, lease, sublicense, assign, or sell the Application, or create derivative works based upon the Application, or otherwise attempt to derive source code from the Application, and no rights with respect to Application source code are granted. The Application may include third party software components, which shall be used by Client solely in conjunction with the Application, and shall not be used for any other purpose without the prior written consent of Company. Breach of this provision shall automatically void the licence(s) granted herein. The foregoing provisions equally apply to any software platform on which the Application is based.
Client specifically agrees that each of the terms and conditions of this Section are material and that failure of Client to comply with these terms and conditions shall constitute sufficient cause for Company to terminate this Agreement and the licenses granted herein.
IV. PRODUCTS AND PRICE LIST
Upon accessing MarkerMaker.com, the Client will choose the type of Application requested by the Client from the product list. In consideration for the Application provided under this Agreement, Client shall make payment to Company in a sum as set forth beside each Application (the “Fees”). The Company reserves the right to change the Fees at any time. The Fee shall be due and payable prior to and as a condition to receiving the output of the Application by the Client. The Fee includes value-added taxes as required by law.
V. INTELLECTUAL PROPERTY RIGHTS.
Client acknowledges and agrees that the Application, and any software platform on which the Application is based including any patches, workarounds, updates, upgrades, enhancements and modifications thereto provided to Client, and all trade secret, copyright, patent, trademark, trade name and other intellectual and proprietary rights therein, are and at all times shall remain the sole and exclusive property of Company, and shall be subject to the terms and conditions of this Agreement.
Company warrants that the Services shall perform substantially in accordance with the applicable technical documentation published and provided by Company to Client Company shall not be liable to the extent any defect or error in the Application is caused, or contributed to, by use of the Application contrary to the applicable technical documentation.
Company does not warrant that the use of the Application will be uninterrupted, error-free or completely secure. Client acknowledges that there are certain risks inherent in internet connectivity that could result in the loss of privacy, Confidential Information and property. Company shall not be responsible for the backup of any data provided by Client.
THE FOREGOING WARRANTY OF COMPANY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SERVICE SHALL OPERATE UNINTERRUPTED OR ERROR FREE.
VII. LIMITATION OF LIABILITY.
Client assumes responsibility for the selection of Company’s Application to achieve Client’s intended results. Company provides the Application on an as-is basis.
In addition, Client assumes full responsibility for the adaptation of the Application to the specific cutter machinery and the materials the Client will be using with the Application. Distances showing in the Application may vary from one cutter to the other, and from one material to another material.
UNDER NO CIRCUMSTANCES WILL COMPANY, ITS APPLICATION OR THEIR RELATED PERSONS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER TO THE COMPANY FOR A SINGLE TRANSACTION OF THE APPLICATION.
This Agreement (and the license granted hereunder) may not be assigned directly or by operation of law without the written consent of the Company. Any attempt to assign this Agreement in contravention of the preceding sentence is void. The Client shall give prompt written notice of the assignment to the Company.
IX. INDEMNIFICATION BY CLIENT
Client shall indemnify and hold Company, its owners, representatives, and their successors, heirs and assigns, harmless and defend Company and such parties from any claims or lawsuits (including attorneys fees, legal costs, judgments and settlements) that arise or result from the use of the Application. The Application is intended for use only with properly licensed media, content and content creation tools. Client has full responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any licenses to such media and content. Client agrees to use only those materials for which Client have the necessary patent, copyright and other permissions, licenses, and/or clearances. Client agrees to hold harmless, indemnify and defend Company, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that Client have encoded, copied, compressed, enabled, used, published, displayed, or transmitted any content or materials in violation of another party's rights.
X. GOVERNING LAW
This Agreement and the performance hereunder shall be governed by, and construed in accordance with, the laws of the State of Israel, without giving effect to the conflicts of laws. In addition, each of the parties hereto irrevocably consents to the exclusive jurisdiction of the courts of Tel Aviv, Israel, in connection with any action or proceeding arising out of or relating to, or a breach of, this Agreement, or any document or instrument delivered in connection with this Agreement.
Company reserves the right to make amendments to this Agreement. Posting on the MarkerMaker.com site a change notice or a new agreement is considered sufficient notice. Client’s continued use of Applications after posting of a revised agreement constitutes ratification of Client’s acceptance of any new terms or conditions.