IMPORTANT-READ CAREFULLY: This End User License Agreement ("AGREEMENT") is a legal agreement between you (either an individual or a single entity, hereinafter "You" or the "Licensee") and CallingID Limited ("CallingID") for the CallingID software and services that accompany this AGREEMENT, which includes computer software and services and may include associated media, printed material, "online" or electronic documentation, and Internet-based services (the "Software").
CallingID LICENSES THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE CONTINUING INSTALLATION. IF YOU DO NOT AGREE TO THESE TERMS, PRESS THE "CANCEL" BUTTON TO EXIT THE INSTALLATION, AS CallingID IS THEREFORE UNWILLING TO LICENSE THIS SOFTWARE TO YOU.
BY CHOOSING THE "I AGREE" BUTTON YOU:
(1) REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND HAVE THE CAPACITY AND AUTHORITY TO BIND YOURSELF AND YOUR EMPLOYER, AS APPLICABLE, TO THE TERMS OF THIS LICENSE, AND
(2) CONSENT ON BEHALF OF YOURSELF AND/OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER, AS APPLICABLE, TO BE BOUND BY THIS LICENSE.
CallingID DOES NOT CLAIM OR PROMISE THAT THE SOFTWARE WILL PROTECT YOU FROM ANY OR ALL MALICIOUS INTERNET SERVICES. The Software may be helpful in reducing the number of malicious services that you are exposed to. However, CallingID cannot and will not guarantee that CallingID or its agents will find or catalog all malicious services. Additionally, CallingID cannot guarantee that one or more services will not discover a means to circumvent the intended operation of the Software. You agree to remain vigilant in your use of your computer and the Internet. BY USING THE SOFTWARE YOU AGREE THAT CallingID'S AND ITS AGENTS' LIABILITY TO YOU IS EXPRESSLY LIMITED AS SET FORTH BELOW.
1.GRANT OF LICENSE
Subject to the terms and conditions of this AGREEMENT, CallingID hereby grants to Licensee a limited, personal, non-exclusive, non-sublicensable license (the "License") to install on ONE or more computers and personal use.
You may make and use an unlimited number of copies of any documentation, provided that such copies shall be used only for personal purposes and are not to be republished or distributed (either in hard copy or electronic form) beyond your premises.
2. OWNERSHIP OF SOFTWARE
This License does not convey to Licensee an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this License. THE SOFTWARE IS LICENSED, NOT SOLD. The Software is the property of CallingID, which reserves all rights not expressly granted in this AGREEMENT. CallingID or its suppliers own the title, copyright, and other intellectual property rights in the Software.
3. OTHER RESTRICTIONS
a. You may not rent, lease, lend, sell, distribute, market, assign, transfer, or otherwise permit access to the Software to third parties;
b. You may not provide commercial hosting services with the Software, or use the Software to function as a service bureau or application service provider;
c.You may not reverse engineer, decompile, disassemble, modify, or translate the Software, in whole or in part;
d. You may not remove, obscure, or alter CallingID's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software;
e. You may not copy all or any portion of the Software, except that you may make one copy for archival purposes, to be used only in the event that the Software becomes inoperative;
f. You may not create derivative works based on the Software;
g. You may not exercise any other right to the Software not expressly granted in this AGREEMENT.
h. Any use of the Software other than pursuant to the terms of this AGREEMENT is a violation of Israeli and international copyright laws and conventions.
4. NO WARRANTY AND DISCLAIMER OF LIABILITY
THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED AS IS AND WITH ALL FAULTS. CallingID AND ITS LICENSORS DO NOT MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTIES, OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. FURTHERMORE, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE SOFTWARE.
Licensee acknowledges that CallingID does not guarantee compatibility between the Software and any future versions thereof. Licensee acknowledges that CallingID does not and cannot guarantee that Licensee's e-mails or computer environment will be free from unauthorized intrusion or otherwise guarantee the privacy of Licensee's information. Licensee will have sole responsibility for the adequate protection and backup of Licensee's data and/or equipment used with the Software. The entire risk as to the quality and performance of the Software and any obligation with respect to service and support is borne by Licensee.
THE SOFTWARE LICENSE IS PROVIDED GRATUITOUSLY AND, ACCORDINGLY, LICENSEE'S SOLE EXCLUSIVE REMEDY FOR ANY CLAIM ARISING UNDER THIS LICENSE OR FROM USE OF THE SOFTWARE IS TO DISCONTINUE USE OF THE SOFTWARE. CallingID AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, AND AGENTS (THE "CallingID PARTIES") SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY FOR ANY DAMAGES SUFFERED IN CONNECTION WITH THE USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA OR USE ("EXCLUDED DAMAGES"), EVEN IF ANY PARTY WAS ADVISED OF THE POSSIBILITY OF ANY EXCLUDED DAMAGES OR ANY EXCLUDED DAMAGES WERE FORESEEABLE, AND EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. LICENSEE HEREBY EXPRESSLY RELEASES THE CallingID PARTIES FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, TO LICENSEE OR ANY THIRD PARTY AS A RESULT OF THE USE OF THE SOFTWARE OR THE INTRODUCTION THEREOF INTO LICENSEE'S COMPUTER ENVIRONMENT.
The above disclaimer of warranty and liability constitutes an essential part of this License and Licensee acknowledges that Licensee's installation and use of the Software reflect Licensee's acceptance of this disclaimer of warranty and liability. Certain jurisdictions may limit CallingID's ability to disclaim its liability to you, in which case, the foregoing disclaimer shall be construed to limit CallingID's liability to the maximum extent permitted by applicable law.
Licensee acknowledges that the Software and certain other materials are confidential as provided herein. CallingID's and its licensors' proprietary and confidential information includes: (i) the Software, (ii) any and all other information which is disclosed by CallingID to Licensee orally, electronically, visually, or in a document or other tangible form which is either identified as or should be reasonably understood to be confidential and/or proprietary; and, (iii) any notes, extracts, analyses, or materials prepared by Licensee which are copies of or derivative works of CallingID's or its licensors' proprietary or confidential information from which the substance of confidential information can be inferred or otherwise understood (the "Confidential Information").
Confidential Information does not include information that Licensee can clearly establish by written evidence: (i) is or became known by Licensee without an obligation to maintain its confidentiality; (ii) is or became generally known to the public without violation of any confidentiality restriction; or (iii) is independently developed by Licensee without access to the Confidential Information.
Licensee agrees not to disclose Confidential Information to any third party and will protect and treat all Confidential Information with the highest degree of care. Except as otherwise expressly provided in this License, Licensee will not use or make any copies of Confidential Information, in whole or in part, without the prior written authorization of CallingID. Licensee may disclose Confidential Information if required by statute, regulation, or order of a court of competent jurisdiction, provided that Licensee provides CallingID with prior notice, discloses only the minimum Confidential Information required to be disclosed, and cooperates with CallingID in taking appropriate protective measures.
6. Commercial Items
All CallingID products and documentation are commercial in nature. The Software and documentation are "Commercial Items".
The Software uses a connection through the Internet to servers maintained by CallingID to receive updates and to improve its operation.
(a) By loading the Software onto your computer, you hereby consent to receive software updates, database updates, and notices concerning CallingID and the Software through your computer's Internet connection.
(b) You agree that information about malicious sites submitted by you to CallingID and information about malicious sites detected by the Software becomes the sole property of CallingID, and may be used by CallingID without restriction, provided that no personally identifiable information is disclosed to third parties.
(c) You further agree that any comments about the Software or ideas on how to improved it, as submitted by you to CallingID becomes the sole property of CallingID, and may be used by CallingID without restriction.
(d) You further agree that changes to your list of search providers in the browsers you use, default search provider and the home page in your browser may be changed by CallingID software and updates to the software.
8. SOFTWARE AND CONTENT UPDATES AND SUPPORT
You agree that CallingID may modify the terms and conditions for delivery of software and content updates at any time without providing notice of such modification to Licensee, including, but not limited to changing the frequency or other characteristics of updates, changing the nature or extent of updates that are provided without charge, or terminating all or part of the update services. This License shall apply to any such software and database updates unless expressly stated otherwise.
This License does not grant you any right to any maintenance or services, including without limitations, any support, enhancement, modification, bug fix, or update to the Software, and CallingID is under no obligation to provide or inform you of any such updates, modifications, maintenance or services.
9. TERM AND TERMINATION OF LICENSE
This License is valid until terminated. Licensee may terminate this License at any time by destroying or returning Licensee's copy of the Software and all Confidential Information as set forth below. CallingID may terminate this License at any time for any reason. This License will terminate immediately if Licensee defaults or breaches any term of this License. Upon termination of this License for any reason, any right, license or permission granted to Licensee with respect to the Software shall immediately terminate and Licensee agrees to: (i) immediately cease to use any part of the Software; and (ii)promptly return the Software and all Confidential Information and related material to CallingID and fully destroy, delete and/or de-install any copy of the Software installed or copied by Licensee. The provisions regarding confidentiality, ownership, other restrictions, disclaimers of warranty, limitation of liability, waiver, equitable relief and governing law and venue will survive termination of this License indefinitely in accordance with their terms.
The License is personal to Licensee. Licensee may not assign the software. CallingID may assign, transfer, or sublicense this License or any rights or obligations thereunder at any time in its sole discretion.
11. ENTIRE AGREEMENT; SEVERABILITY
Should you have any questions regarding this AGREEMENT, please write to: CallingID Limited, Attn: Licensing, POB 2141 Yoqneam, Israel.
12. APPLICABLE LAW
them that may be implemented in connection with this License. The original of this AGREEMENT has been written in English. The parties hereto waive any statute, law, or regulation that might provide an alternative law or forum or to have this AGREEMENT written in any language other than English.
No failure by CallingID to exercise or delay in exercising any right arising hereunder shall operate as a waiver thereof; nor shall a waiver by CallingID of any such right be deemed to be a continuing waiver, but such waiver shall apply solely to the instance in which the waiver was granted .
14. EQUITABLE RELIEF
It is agreed that because of the proprietary nature of the Software, CallingID's and its licensors' remedies at law for a breach by the Licensee of its obligations under this License will be inadequate and that CallingID and its licensors shall, in the event of such breach, be entitled to, in addition to any other remedy available to it, equitable relief, including injunctive relief, without the posting of any bond and in addition to all other remedies provided under this License or available at law.
This License shall be governed by and construed in accordance with Israeli law without regard to conflict of law provisions thereto and, as to matters affecting copyrights, trademarks and patents. There shall be no class action arbitration pursuant to this License. CallingID may seek injunctive relief in any venue of its choosing. Licensee hereby submits to personal jurisdiction in such courts. The parties hereto specifically exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act from this License and any transaction between