HAILO TECHNOLOGIES LTD. (“HAILO“) IS WILLING TO LICENSE HAILO’S PROPRIETARY SOFTWARE ASSOCIATED WITH THIS DOWNLOAD (“LICENSED SOFTWARE”) AND THE ACCOMPANYING DOCUMENTATION, INCLUDING WITHOUT LIMITATION, INSTALLATION ROUTINES, SUPPORT FILES, AND SUPPORTING UTILITIES (“DOCUMENTATIONS”) TO YOU (HEREINAFTER REFERRED TO AS “YOU”, “YOUR” OR “LICENSEE”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS END USER LICENSE AGREEMENT (“EULA“). IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“ORGANIZATION”), YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION TO THIS EULA, IN WHICH CASE “YOU” WILL MEAN THE ORGANIZATION YOU REPRESENT. IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE LICENSED SOFTWARE. BY CLICKING “ACCEPT” OR BY DOWNLOADING OR OTHERWISE USING THIS LICENSED SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, HAILO IS NOT WILLING TO LICENSE THE LICENSED SOFTWARE TO YOU AND DO NOT CLICK “ACCEPT” AND /OR DOWNLOAD AND/OR USE THE LICENSED SOFTWARE.
NOW, THEREFORE, in consideration of the obligations made and undertaken, the parties covenant and agree as follows:
1. License Grants.
1.1. License. Subject to the terms and conditions of this EULA, Hailo hereby grants You a limited, non-exclusive, non-assignable, non-transferable, revocable, non-sublicensable, license to use the Licensed Software solely (i) according to the Documentation; (ii) for the purpose of developing applications for use in Your system(s) (“End-User Product(s)), and in conjunction with Hailo’s proprietary products previously purchased by You from Hailo (“Products”) which utilizing the Licensed Software; and (iii) for Your internal use within Your organization and not for any other use or by any other third party.
1.2. Restrictions. You agree that except as expressly permitted by Hailo in writing, you will not, nor allow any third party on Your behalf to (a) distribute, license, rent, lease, sublicense, loan, sell or otherwise allow any access the Licensed Software; (b) modify, alter, copy, transfer, emulate or create any derivative works of the Licensed Software or of any part thereof; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code, designs, or otherwise discover the underlying Intellectual Property (as defined below) or technology of the Licensed Software or any part thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Licensed Software and/or the Documentation; (e) use the Licensed Software for any benchmarking to be publicly published or for competing development activities, (f) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Licensed Software (“Technical Data”), or (g) utilize the Licensed Software with any product(s) other than End User Products in conjunction with the Product(s) as described hereunder and under the Documentation, or (i) use the Licensed Software in any manner that would cause the Licensed Software and/or the Product to become subject to an Open Source License. “Open Source License” includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution, of such software that the Licensed Software be (i) disclosed or distributed in source code form; (ii) be licensed under other and/or terms other than this EULA; or (iii) be redistributable at no charge.
1.3. Third-Party Software and End-User Product. The Licensed Software may contain third-party software components, and the Licensed Software may be utilized with End-User Products (“Third-Party Components”). By entering into this EULA and using such Third-Party Components, You are accepting the terms of such licenses and warrants You obtain any relevant consents and/or approval to use such Third-Party Components in conjunction with the Licensed Software and the Products as described hereunder. SUCH THIRD-PARTY COMPONENTS ARE UTILIZED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER AND HAILO HEREBY EXPRESSLY DISCLAIMS WITH RESPECT TO ANY SUCH THIRD-PARTY COMPONENTS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2. Intellectual Property; Feedback.
2.1. Intellectual Property. You agree and acknowledge that, as between You and Hailo, Hailo is and shall remain the sole and exclusive owner of any and all Intellectual Property rights in or pertaining to the Licensed Software and any part thereof, including any modifications, enhancements, improvements, updates, upgrades, and derivative works thereof including if originates, learned or derived from Your use of the Licensed Software or from information You provide to Hailo in connection with the Licensed Software. “Intellectual Property” shall mean all inventions, ideas, concepts, analyses, (whether patented, or patentable, or not), methods, methodologies, designs, processes, patents, patent applications, rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, moral rights, any information, ancillary materials, devices, results, know-how, and all rights relating to the protection of trade secrets and confidential information; design rights and industrial property rights; mask works, software, all code including source code, object code, firmware; and any other proprietary rights relating to intangible property. Other than as explicitly stated hereunder, no right or license, express or implied, in or to the Intellectual Property of Hailo, is granted to You under this EULA.
2.2. Feedback. If You provide Hailo with any information, suggestions, and/or feedback regarding the design or performance of the Licensed Software (including the reporting of bugs or errors) (collectively, “Feedback”), You agree that Hailo is free to use such Feedback however it chooses, including the unrestricted and irrevocable right to use, in Hailo’s sole discretion, as incorporated into its Products, and other proprietary services and business efforts. If You experience any bugs or failures relating to the Licensed Software, You will immediately notify Hailo. You hereby assign to Hailo all right, title, and interest (including any and all Intellectual Property rights) in and to that Feedback for all current and future methods and forms of exploitation in any country. If any such rights are not effectively assigned under applicable law, You hereby grant Hailo a non-exclusive, fully-paid, irrevocable, transferable, sublicensable, unlimited license to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit that Feedback for all current and future methods and forms of exploitation in any country. If any such rights may not be assigned or licensed under applicable law (such as moral and other personal rights), You hereby waive and agree not to assert all such rights. However, You may continue to freely use any Feedback that you provide to Hailo. You understand and agree that Hailo is not required to make any use of any Feedback that You provide.
2.3. Reservation of Rights. Hailo and its licensors reserve any and all rights not expressly granted to You hereunder with respect to the Licensed Software and all Intellectual Property rights associated therewith.
3. Support and Maintenance.
Hailo shall make reasonable commercial efforts to provide standard support and maintenance services during Hailo’s normal business hours and certain Licensed Software updates which may include bug fixes, enhanced features, and application support which are made generally available by Hailo. Hailo may offer at its discretion additional premium support services subject to applicable fees and terms. Hailo’s standard support services may require You to provide Hailo with certain information relevant to Your use of the Licensed Software, and/or to grant Hailo remote or local access to Your network and systems in order to allow Hailo to provide such support services. Granting Hailo with such certain information and/or access to Your network and/or systems for support services is in Your sole control and discretion; You acknowledge that if You choose not to grant Hailo with such certain information and/or access, Hailo shall not be liable for any failure to provide, or any damage may accrue in connection with the support services and/or any premium support service You may choose to acquire. When providing Hailo with information, as described in this Section 3 (Support and Maintenance), You represent and warrant that such information is limited to technical information regarding the Licensed Software, and under no circumstances such information will contain any personal information of You or anyone on Your behalf.
4.1. Obligations. Each party (“Receiving Party”) agrees that all Confidential Information (as defined below), whether oral, written, or digital, it obtains from the other party (“Disclosing Party”) in connection with this EULA, is the Confidential Information of the Disclosing Party. The Receiving Party agrees to (a) keep the Disclosing Party’s Confidential Information confidential and not disclose the Disclosing Party’s Confidential Information to any third party without the prior written consent of the Disclosing Party; (b) use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations under this EULA; (c) use at least the same degree of care in keeping the Disclosing Party’s Confidential Information confidential as it uses for its own Confidential Information of a similar nature, but will in no event use less than reasonable care; and (d) limit access to the Disclosing Party’s Confidential Information to its employees and contractors who have a need to know for the purposes of this EULA, subject to such employees being bound in writing by confidentiality obligations that are at least as protective of Discloser’s rights as specified in this EULA. The Receiving Party agrees to notify the Disclosing Party in writing of any misuse, unauthorized disclosure, or misappropriation of the Disclosing Party’s Confidential Information immediately after the Receiving Party becomes aware of any such misuse, unauthorized disclosure, or misappropriation and You agrees to remain liable towards Hailo for any breach of this EULA by You or anyone on Your behalf. Nothing in this EULA will affect any obligation of either party to maintain the confidentiality of a third party’s confidential information. Any Technical Data shall be deemed as Hailo’s Confidential Information.
4.2. Exceptions. The Receiving Party will not be obligated under this Section 4 (Confidentiality) with respect to any information the Receiving Party can document (a) now or later becomes generally available to the public without fault of the Receiving Party; (b) is rightfully in Receiving Party’s possession without obligation of confidentiality prior to its disclosure by the Disclosing Party; (c) is independently developed by Receiving Party without the use of any Confidential Information of Disclosing Party; (d) is obtained by Receiving Party without obligation of confidentiality or restrictions on use from a third party who has the right to so disclose it. The Receiving Party may use or disclose the Disclosing Party’s Confidential Information to the extent such use or disclosure is reasonably necessary to comply with a judicial body or applicable governmental regulations or authority or court order; provided that the Receiving Party provides reasonable advance written notice to the Disclosing Party of any such disclosure and uses its reasonable efforts to cooperate with the Disclosing Party to secure confidential treatment or obtain a protective order in connection with the Disclosing Party’s Confidential Information prior to its disclosure (whether through protective orders or otherwise) and discloses only the minimum amount of information necessary to comply with such requirements.
4.3. “Confidential Information” means any business, marketing, pricing, research and development, technical (including Technical Data), scientific, financial status, proposed new products or other information disclosed (or made disclosed by virtue of this EULA and/or Your use of the Licensed Software) by a party which, at the time of disclosure, is designated in writing as confidential or proprietary (or like written designation), or orally identified as confidential or proprietary or is otherwise reasonably identifiable by parties exercising reasonable business judgment, as confidential.
5. Warranty and Disclaimer.
DISCLAIMER OF WARRANTIES. THE LICENSED SOFTWARE IS PROVIDED TO YOU BY HAILO (AND ITS SUPPLIERS/LICENSORS, IF ANY) “AS-IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. HAILO (AND ITS SUPPLIERS/LICENSORS, IF ANY) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION OF TITLE OR, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (EVEN IF ON NOTICE OF SUCH PURPOSE), NON-INFRINGEMENT, CUSTOM OR USAGE IN THE TRADE.
6. Limitation of Liability.
TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, HAILO WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS EULA UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, (B) LOST PROFITS, LOST BUSINESS OR LOST OR CORRUPTED DATA, OR (C) COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, TECHNOLOGY, GOODS OR SERVICES, EVEN IF THE REMEDIES PROVIDED FOR IN THIS EULA FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF HAILO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HAILO’S AGGREGATE LIABILITY UNDER OR ARISING OUT OF THIS EULA EXCEED ONE HUNDRED DOLLARS ($100).
7. Term and Termination.
7.1. Term. This EULA will commence immediately after Your acceptance of this EULA and Your first use of the Licensed Software, and will remain in full force until earlier terminated as described below (“Term”). This EULA may be terminated by Hailo immediately upon written notice to You if You breach any material provision of this EULA and fail to cure such breach within thirty (30) days (after receiving written notice from Hailo describing such breach). If You commence or participate in any legal proceeding against Hailo, then Hailo may, in its sole discretion, suspend or terminate this EULA.
7.2. Effect of Termination. Upon termination of this EULA, the licenses granted herein will terminate, each party will return to the other party or destroy, as requested by the Disclosing Party, the original and all copies of any Confidential Information of the Disclosing Party (including, in the case of You, any Licensed Software and Documentations), and any summaries, analyses, studies or notes thereon and, at the Disclosing Party’s request, having the Receiving Party certify in writing that it has complied with these obligations.
7.3. Survival. Sections 1.2 (Restrictions), 2 (Intellectual Property; Feedback), 4 (Confidentiality), 5 (Warranty and Disclaimer), 6 (Limitation of Liability), 7.2 (Effect of Termination), 7.3 (Survival), and 8 (General) of this EULA, and any other section which by their nature should survive termination or expiration of this EULA, will survive any expiration or termination of this EULA.
8. SUPPLEMENTAL TERMS FOR SAMPLE PRODUCTS, FREE OF CHARGE PRODUCTS, PRE-RELEASE PRODUCT VERSIONS.
Hailo may make available, at its sole discretion, certain sample products, free of charge products, pre-release product versions free of charge, raffle prizes, or portions of such (“Sample(s)”), and this Section shall apply and govern such Sample. The right to access and use Sample is not guaranteed for any period of time and Hailo reserves the right, in its sole discretion, to: (i) limit or terminate the use of or access to Sample or any part thereof; or (ii) reduce, change or deprecate the functionality of the Sample. Without derogating from other restrictions set forth under this EULA, and unless otherwise expressly permitted by Hailo with respect to a specific Sample(s), the access and use of the Samples is permitted solely for Your internal, non-commercial, non-production environment purposes and may not be used for any other purposes.
SAMPLES ARE PROVIDED “AS IS” WITHOUT ANY SERVICE, SUPPORT, INDEMNITY, LIABILITY OR REMEDY OF ANY KIND (NOTWITHSTANDING ANYTHING TO THE CONTRARY). TO THE EXTENT ALLOWED BY APPLICABLE LAW, HAILO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION, OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF SAMPLES. You acknowledge that the Sample may contain defects, bugs, errors, and other complications that could cause system or other failures and loss (including, but not limited to, data loss). You acknowledge that any use or access that you perform using Sample or any product associated with Samples is done entirely at your own risk. Notwithstanding anything to the contrary, no rights are granted by Hailo nor obligations undertaken with respect to returns or refunds in connection with any Sample(s).
The terms of this Section apply, and prevail over any conflicting terms in this EULA, with respect to all access to and use of Sample. To the extent that any provision in this Section is in conflict with any other term or condition in EULA, this Section shall supersede such other term(s) and condition(s) with respect to the Sample(s), but only to the extent necessary to resolve the conflict.
8.1. Severability. In the event any provision or part of this EULA is held to be invalid or unenforceable by any court of competent jurisdiction, it shall be amended to the extent required to render it valid, legal, and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion shall not affect the enforceability of the other provisions hereof.
8.2. Waiver. No waiver of any breach of this EULA will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
8.3. Assignment. This EULA and the rights and obligations hereunder may be assigned by You only with the prior written consent of Hailo. Hailo may, without Your consent, assign, transfer, charge or subcontract this EULA and its rights and obligations hereunder. This EULA will be binding on, inure to the benefit of, and be enforceable by the parties and their respective heirs, successors, and permitted assigns.
8.4. Compliance with laws. You agree to comply strictly with all applicable laws and regulations and acknowledges that You have the responsibility to obtain all applicable licenses for its export, re-export, or import of the Licensed Software.
8.5. Relationship of Parties. You and Hailo are independent contractors and are not the legal representative, agent, joint venturer, partner, or employee of the other. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party.
8.6. Entire Agreement. This EULA supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof between You and Hailo. This EULA may not be modified or amended except in writing signed by a duly authorized representative of each party.
8.7. Governing Law. The validity, interpretation, and performance of this EULA shall be controlled by and construed under the laws of the State of Israel as if performed wholly within Israel and without giving effect to the principles of conflicts of laws. The Parties hereby consent to the exclusive jurisdiction of the courts of Tel Aviv, Israel.