This END-USER License AGreement ("EULA") is anIntegral Part of the Terms and Conditions of Use (the "Terms") which governs the USE of the Shield34 Software Development Kit and all its related software (the "SOFTWARE") within the Website of Shield34 Ltd (the "Service" and "Shield" Respectively). Unless specifically stated otherwise in this Policy, all capitalized terms shall have the meaning ascribed to them in the Terms.
Shield licenses the USE of the Software to you, only upon the condition that you accept all of the terms and conditions contained in this EULA. Please read these terms carefully before ACCEPTING THEM, as ACCEPTING THEM will indicate your agreement to them. If you do not agree to the these terms then Shield is unwilling to license the SOFTWARE to you.
LICENSE AND WARRANTY
The Software, which can be used by you only via the purchase of the Service, is the property of Shield and is protected by copyright law. The Software will remain the property of Shield, and you will have certain rights to use the software as set forth herein. Your rights and obligations with respect to the use of the Software are as follows:
LICENSE AND RESTRICTIONS
Subject to the fullfilment of all the User Conditions, Shield grants you, and you accept, a limited, personal, nonexclusive, nonsublicensable and nontransferable license to use the Software solely for your own internal operations for the puruse of improving your Test FW (as defined below), and in accordance with the specifications attached hereto as Exhibit A (the "Specifications" and the "License", respectively).
Without derogating from the generality of the aforesaid, You may not make any commercial use of the Software, nor grant any third party any right to use the Software, whether or not for consideration. Specifiacally, you may only make use of the Software for its main purpuse, optimizing test automation frameworks or other forms of automation code ("Test FW").
Other than the rights expressly licensed hereunder to you, no other rights or interests whatsoever in the Software are transferred or granted to you. Without limiting the foregoing, you may not, and may not permit or aid others to: (i) use the Software for any purpose other than the purpose explicitly set forth hereunder, or other than in compliance with the terms of this EULA; (ii) copy, alter or reproduce the Software or the documentation which accompanies the Software; (iii) modify, distribute, assign, pledgeor transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under this EULA; (iv) reverse engineer, de-compile, modify, revise or disassemble the Software or any part thereof, or create derivative works thereof, or extract source code from the object code of the Software; or (v) use the Software in a service bureau or timesharing environment. The Software is licensed as a single product; You may not separate its component parts for use on more than one computer or for any other purpose. The use of the Software except as expressly permitted hereunder is expressly prohibited, and constitutes an illegal infringement of patents, copyright and other rights of Shield in and to the Software.
Shield reserves all other rights not expressly granted to you hereunder, including without limitation all rights of modification, disassembly and decompilation and all copyright, patent, trademark, trade secret and other proprietary rights and interests are solely reserved to Shield.
You acknowledge that Shield owns or has the right to distribute the Software. You further acknowledge that the Software is covered by proprietary rights or other rights and embodies Shield or third party's copyrights and trade secrets.
All right, title and interest in the Software, including without limitation, all copyrights, trade secrets, and other intellectual property rights pertaining thereto shall remain vested in Shield and this EULA does not convey to you any interest in or to the Software, except for a limited right of use as set forth herein, terminable in accordance with the terms of this EULA.
Subject to the license rights granted hereunder, no title to or other right in the Software is transferred to you under this EULA.
You will not alter, remove, modify, or suppress any proprietary notices placed on or contained within the Software. You will also ensure that all such proprietary notices and confidentiality legends appear on all copies of the Software.
You acknowledge that the Software contains confidential and proprietary information and trade secrets of Shield and agree that any unauthorized disclosure, use, or copying of the Software may cause Shield serious financial loss. Accordingly, you shall treat the Software as confidential and arrange proper and secure storage of said Software in the same manner as you own confidential material of like nature.
Shield warrants that the Software meets the Specifications, as they shall be in effect at the time of its licensing to you and for a period of sixty (60) days from the date the said licensing. Shield's sole obligation in the event of a defective Software shall be to repair or replace such defective Software, in its sole discretion. Shield does not warrant that the Software shall be error free or that it shall meet your requirements.
THE WARRANTIES IN THIS AGREEMENT WILL NOT APPLY IF THE SOFTWARE IS MODIFIED IN ANY WAY, OR USED IN ANY WAY INCONSISTENT WITH THIS AGREEMENT. THIS SECTION STATES THE SOLE WARRANTY OF SHIELD RELATING TO THE SOFTWARE. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, THE SOFTWARE IS LICENSED "AS IS", AND ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.
DISCLAIMER OF DAMAGES
Shield’s cumulative liability TO YOU OR ANY THIRD PARTY FOR ANY LOSS, COST OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THE SOFTWARE under this EULA or license (whether in contract, tort or otherwise) shall not, under any circumstances, exceed the purchase price of the software and will be your exclusive remady.
NOTWITHSTANDING ANYTHING ELSE IN THIS EULA OR OTHERWISE, SHIELD WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OR LOSSES OF ANY KIND INCLUDING LOST DATA OR PROFITS, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limited warranty, exclusive remedies and limited liability provisions set forth herein are fundamental elements of this EULA and the License, and you accept and confirm that Shield would not be able to provide the Software on an economic basis without such limitations.
This EULA shall be governed by and interpreted in accordance with the laws of the State of Israel, without regard to any conflicts of laws provisions therein. This EULA may only be modified by a written document which has been signed by both you and Shield. You may not assign this EULA, and any rights or obligation hereunder, in whole or in part without the prior written consent of Shield, and any attempt by you to so assign this EULA shall be deemed null and void. Shield expressly reserves the right to assign this EULA to an acquirer of or successor to substantially all of its business assets related to this EULA or to the Software.