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LICENSE.txt
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LICENSE.txt
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WhiteSource Software End User License Agreement
PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE SOFTWARE.
By installing and/or using the WhiteSource Software (the �Software�) you expressly acknowledge and agree that you are entering into a legal agreement with WhiteSource Ltd. (�WhiteSource�, �we�, �us� or �our�), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this End User License Agreement (�Agreement�). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not download, install or use the Software.
1. Ability to Accept. By installing our Software you affirm that you are over thirteen (13) years of age. If you are between the age of thirteen (13) and eighteen (18) years then, prior to installing the Software, you must first review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand its terms and conditions and agree to them.
2. License. Subject to the terms and conditions of this Agreement, we hereby grant you a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license for commercial use only (�License�), to access and use the Software in accordance with this Agreement.
3. License Restrictions. You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Software; (ii) make the Software available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Software; (iv) copy (except for back-up purposes), modify, improve, or create derivative works of the Software or any part thereof; (v) circumvent, disable or otherwise interfere with security-related features of the Software or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Software; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Software; and (vii) use the Software to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or in appropriate purpose, or in any manner that breaches this Agreement.
4. Intellectual Property Rights.
4.1. Ownership. The Software is licensed and not sold to you under this Agreement and you acknowledge that WhiteSource and its licensors retain all title, ownership rights and Intellectual Property Rights (defined below) in and to the Software. We reserve all rights not expressly granted herein to the Software. �Intellectual Property Rights� means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
4.2. Content. The content on the Software, including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the �Materials�), and the trademarks, service marks and logos contained therein (�Marks�, and together with the Materials, the �Content�), is the property of WhiteSource and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. �WhiteSource and the WhiteSource logo are Marks of WhiteSource and its affiliates. All other Marks used on the Software are the trademarks, service marks, or logos of their respective owners.
5. Payments.
5.1. The License granted herein is currently provided to you with no extra charge, but shall be subject to the timely payments of your subscription fees for the WhiteSource software. You will not be charged any additional amounts for any such uses of the Software unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Software.
5.2. Please be aware that your use of the Software may require and utilize internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible for those charges.
6. Privacy. We will use any personal information that we may collect or obtain in connection with the Software (if any) in accordance with our privacy policy which is available at https://www.whitesourcesoftware.com/privacy-policy/ (�Privacy Policy�), and you agree that we may do so. Notwithstanding, you are aware that you are not legally obligated to provide us personal information, and you hereby confirm that providing us personal information is at your own free will. Please also be aware that certain personal information and other information provided by you in connection with your use of the Software may be stored on your Device (even if we do not collect that information). You are solely responsible for maintaining the security of your Device from unauthorized access.
7. Warranty Disclaimers.
7.1. THE SOFTWARE IS PROVIDED ON AN �AS IS� AND �AS AVAILABLE� BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
7.2. WE DO NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE, THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT WE WILL CORRECT ANY ERRORS IN THE SOFTWARE. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
7.3. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
8. Limitation of Liability.
8.1. UNDER NO CIRCUMSTANCES SHALL WHITESOURCE BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SOFTWARE EVEN IF WHITESOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. IN ANY EVENT, WHITESOURCE 'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SOFTWARE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO WHITESOURCE FOR WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.
9. Indemnity. You agree to defend, indemnify and hold harmless WhiteSource and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Software; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
10. Export Laws. You agree to comply fully with all applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
11. Updates. We may, from time to time update and/or upgrade the Software (each, an �Update�), but are not under any obligation to do so. Such Updates will be supplied according to our then-current policies. All references herein to the Software shall include Updates. This Agreement shall govern any Updates that replace or supplement the original Software, unless the Updates is accompanied by a separate license agreement which will govern the Update.
12. Term and Termination.
12.1. This Agreement is effective until your subscription for the WhiteSource services is either terminated by us or you, or the subscription period has expired and you choose not to renew your subscription. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Software; and/or (ii) terminate this Agreement and your use of the Software with or without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Software in any way, your only recourse is to immediately discontinue use of the Software.
12.2. Upon termination of this Agreement for any reason, you shall cease all use of the Software, and all rights granted to you herein shall immediately terminate. This Section 12.2 and Sections 3 (License Restrictions) 4 (Intellectual Property Rights), 6 (Privacy), 7 (Warranty Disclaimers), 8 (Limitation of Liability), 9 (Indemnity), and 13 (Assignment) to 16 (General) shall survive termination of this Agreement.
13. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by WhiteSource without restriction or notification. Any prohibited assignment shall be null and void.
14. Modification. We reserve the right to modify this Agreement at any time by sending you an in-Software notification and/or publishing the revised Agreement on the Software. Such change will be effective ten (10) days following the foregoing notification thereof, and your continued use of the Software thereafter means that you accept those changes.
15. Governing Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yaffo, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.
16. General. This Agreement, and any other legal notices published by us in connection with the Software, shall constitute the entire agreement between you and WhiteSource concerning the Software. In the event of a conflict between this Agreement and any such legal notices, the terms of the applicable notice shall prevail with respect to the subject matter of such notice. No amendment to this Agreement will be binding unless in writing and signed by WhiteSource. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SOFTWARE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.