Software License Agreement
Vayer Software Ltd.
For Personal Use of "DbNinja" Software Product
IMPORTANT NOTICE: READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE PROCEEDING TO USE THIS COMPUTER SOFTWARE AND THE ACCOMPANYING USER DOCUMENTATION (THE "PRODUCT"). THE PRODUCT IS COPYRIGHTED AND ITS USE IS LICENSED (NOT SOLD). BY DOWNLOADING AND/OR INSTALLING THE PRODUCT ON A COMPUTER AND USING THE PRODUCT, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU SHOULD NOT INSTALL OR, USE THE PRODUCT AND PROMPTLY DELETE IT. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PRODUCT BETWEEN YOU AND VAYER SOFTWARE LTD. (REFERRED TO HEREIN AS "LICENSOR"), AND THIS AGREEMENT SUPERSEDES ANY PRIOR PROPOSALS, REPRESENTATIONS, OR UNDERSTANDING BETWEEN THE PARTIES PERTAINING TO THE PRODUCTS GOVERENED UNDER THIS LICENSE AGREEMENT.
1. License Grant. Licensor hereby grants to you, the individual, and you do hereby accept, a nonexclusive and nontransferable license to use the Product only as is authorized in this License Agreement. The Product may be used or accessed by only you only at a single location on computer owned, leased or otherwise controlled by you in the manner and subject to the terms set forth in this License Agreement. You agree that you will not, assign, sublicense, transfer, pledge, lease, rent, allow access to or share your rights under this License Agreement. You agree that your rights under this License Agreement does not cover the use of the Products for any revenue generating purpose or operation of any business venture and are not to pass to a successor through merger or consolidation. You agree that you may not translate, reverse engineer, modify the product. You may not embed the Product or any part of it into another program. You agree that you receive no rights other than those expressly granted to you in this License Agreement.
2. Licensor's Rights. You acknowledge and agree that the Product is a proprietary product of Licensor protected under copyright laws and international treaty provisions. You further acknowledge and agree that all right, title, and interest in and to the Product, including associated intellectual property rights, are and shall remain with Licensor. This License Agreement does not convey to you an interest in or to the Product, but only a limited right of use revocable in accordance with the terms of this License Agreement.
3. License Fees. This license is granted to you for your personal use only. Therefore, no license fees are involved, unless you breach the terms and conditions of this Agreement. Upon any such breach you shall pay Licensor any and all applicable damages relating to the breach, including, but not limited to the applicable license fees for the Product for your nonconforming use.
4. Term. This License Agreement is effective upon delivery of the Product to you and will remain in effect until terminated. You may terminate this License Agreement at any time. Licensor may terminate this License Agreement upon your breach of any term hereof. Upon termination by Licensor, you agree to discontinue usage and destroy all copies and portions of the Product.
5. Limited Warranty. THE PRODUCT IS LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. Limitation of Liability. Licensor's cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement will not exceed the total amount paid by you to Licensor. In no event shall Licensor be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Licensor has been advised of the possibility of such damages.
7. Trademark. The trademarks and copyrights listed in this License Agreement, on the Product, or related documentation are trademarks and copyrights of Licensor. No right, license, or interest to such trademarks and copyrights is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademarks and copyrights.
8. Severability. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
9. Jurisdiction and Governing Law. The laws of the State of Israel govern this License Agreement. Your use of the Product may also be subject to other local, state, national, or international laws. You agree that any action at law or in equity arising out of or relating to these terms shall be filled in a court of competent jurisdiction within Tel-Aviv, Israel and you hereby consent and submit to the jurisdiction of such courts for the purposes of litigating or any other action.
If you have any questions about this License Agreement, please contact email@example.com