End User License Agreement
PLEASE READ THIS AGREEMENT CAREFULLY.THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS BETWEEN 2dplan & Associates company,
(THE "COMPANY") AND THE PERSON WHO OPENS THIS PACKAGE OR USES THE SOFTWARE WHICH ACCOMPANIES THIS AGREEMENT (THE "USER"). THIS AGREEMENT GIVES A USER THE RIGHT TO ACCESS AND USE THE COMPANY'S PRODUCTS AND SERVICES ("PRODUCTS") PURCHASED FROM THE COMPANY, ITS RESELLERS OR AGENTS PURSUANT TO A PURCHASE AGREEMENT, CONTRACT, SALES ORDER, INVOICE OR SIMILAR DOCUMENT ("PURCHASE CONTRACT"). THE COMPANY IS WILLING TO GRANT A USER THE RIGHT TO ACCESS AND USE THE COMPANY'S PRODUCTS ONLY IF THE USER ACCEPTS ALL OF THE TERMS OF THIS AGREEMENT, AND PAYS OR HAS PAID THE COMPANY, ITS RESELLERS OR AGENTS, THE FULL PURCHASE PRICE (TO INCLUDE ALL APPLICABLE TAXES AND FEES) FOR USE OF THE LICENSE TO THE PRODUCTS PURCHASED.
1. LICENSE. In consideration of the payment of the purchase price for the right to use Company's Products, and the User's adherence to all provisions of this Agreement, the Company grants the User a personal, non-exclusive, non-transferable license to access and use the Company's Products covered hereunder for the sole purpose of accessing and/or completing the associated training purchased under the Purchase Contract.
2. RESTRICTIONS. User may not use, copy, modify, or transfer the Products to others, in whole or in part, except as expressly provided in this Agreement. The Products contains trade secrets of the Company, and the User may not reverse engineer, disassemble, decompile, or translate the Products, or otherwise attempt to derive its source code or the source code through which the Products is accessed, or authorize any third-party to do any of the foregoing. The license granted hereunder is personal to the User, and any attempt by the User to transfer any of the rights, duties or obligations hereunder shall terminate this Agreement and be void. The User may not rent, lease, loan, resell, or distribute the Products or any part thereof in any way including, but not limited to, making the Products available to others via shared access to a single computer, a computer network, or by sharing access information, which includes the User's Username and Password.
User may not Sell the Product; rent the Product; lease or lend the Product; publish the Product electronically; distribute the Product by any means including online auction, internet sites, direct mail, retail, mail order or other means; or publicly display the Product.Use or permit the use of the images from this Product, or any part thereof, as a trademark or service mark, or claim any proprietary rights of any kind in the images or any part thereof. Post or permit the posting of any image or images from this Product on any internet enterprise, or website, even when contained in another product. Distribute, or permit the distribution of any image or images from the Product on any internet enterprise, or website as freeware or for a fee, singularly or composite graphic, in any image size or file format, or in any downloadable form. Sell or distribute any image or images from this Product as stock files, in any size or format, either alone or as part of a digital file library or other product. Use or permit the use of the images from this Product, or any part thereof, including derivative works, in any product for sale or resale or for use by others, whether or not for sale or resale, without written permission from 2DPLAN&ASSOCIATES. User may not Remove any proprietary notices, labels, or marks on the Product. Use of an image or images from this Product in a way not covered or specifically prohibited by this Agreement without prior written consent from 2DPLAN&ASSOCIATES. is a violation of ISRAEL & United States copyright law and International Treaty provisions.
3. OWNERSHIP. The Company's Products are the property of the Company and its licensor(s), if any, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. The Products are licensed, not sold, to the User for use only under the terms of this Agreement, and the Company reserves all rights not expressly granted to the User.
4. TERM. This Agreement and license granted herein will terminate at the end of the last day of the training program(s) purchased under the applicable Purchase Contract. Sections 2, 3, 7, 8, 9, 10, 11, 13, 14, 15, and 16 will survive termination of this Agreement or any license granted hereunder.
5. TERMINATION. This Agreement will terminate immediately if the User breaches any term of this Agreement. Further, in the event of a termination or expiration of any agreement between the Company and a third-party content provider or licensor of all or a part of the Products, the User's right to access and use the Products may also terminate or expire without prior notice to User. A User may terminate this Agreement at any time by notifying the Company in writing. Upon receipt of notice of termination from the User, the license and the User's access to the Products shall cease. Upon termination, any refund to which the User may be entitled shall be determined in accordance with the terms of the applicable Purchase Contract.
6. CONTENT MAINTAINED BY THE COMPANY. User acknowledges and understands that: (a) the Company may, from time to time, elect to update the Products, but the Company does not warrant or guarantee that any Products or other information accessed through the Company's website(s) will be updated at any time during the term of this Agreement; and (b) the Company does not recommend, warrant or guarantee the use or performance of any third-party product or service described in the Products or elsewhere in the Company's website(s), nor is the Company responsible for malfunction of such products or services due to errors in the Products, the User's negligence or otherwise. User agrees to seek additional information on any third-party product or service from the respective third party. The User covenants that it will use the Products only as a reference and study aid, and acknowledge that the Products are not intended to be used as a substitute for the exercise of professional judgement.
7. FICTITIOUS DISCLAIMER. The example companies, organizations, products, domain names, e-mail addresses, logos, people, places, and events depicted herein are fictitious. No association with any real company, organization, product, domain name, email address, logo, person, places, or events is intended or should be inferred.
8. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY'S PRODUCTS ARE PROVIDED "AS IS" AND THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FOR THE PRODUCTS AND ANY OTHER MATERIAL PROVIDED TO USER BY THE COMPANY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE COMPANY DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE, THAT THEIR OPERATION WILL BE UNINTERRUPTED, OR THAT PRODUCTS WILL MEET ANY PARTICULAR USER REQUIREMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY, AND PROVIDES NO ASSURANCE, THAT THE PRODUCTS WILL MEET CERTIFICATION REQUIREMENTS OF ANY REGULATORY AUTHORITY OR OTHER ASSOCIATION LICENSING AGENCY, WITHIN OR OUTSIDE OF THE UNITED STATES.
9. LIMITATION OF LIABILITY. Except as specifically provided herein, neither the Company, its affiliates, resellers, agents, or licensors, if any, shall be liable for any claim, demand or action arising out of, or relating to, the User's use of the Products or the Company's performance of (or failure to perform) any obligation under this Agreement or for special, incidental or consequential damages, including, without limitation, damages due to lost revenues or profits, business interruption, or other damages caused by User's inability to use the Products, even if the Company, its affiliates, resellers, agents, or licensors have been advised of the possibility of such loss or damages, and whether or not such loss or damages is or are foreseeable.
10. EXPORT LAW. The Company's Products are subject to ISRAEL & U.S& WORLD. export control laws and may be subject to export or import regulations in other countries. Unless in compliance with applicable law and specifically authorized in writing by the Company prior to any Product access, the User shall not export the Products under any circumstances whatsoever. In any case, the User will indemnify and hold the Company harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorney's fees) arising from, or relating to, any breach by the User of the User's obligations under this section.
11. GOVERNING LAW, JURISDICTION AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of ISRAEL as those laws are applied to contracts entered into, and to be performed entirely in ISRAEL by ISRAEL residents. Any legal suit, action or proceeding arising out of, or relating to this Agreement, shall be commenced in a federal court in ISRAEL and each party hereto irrevocably submits to the personal and exclusive jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains the right to remove such suit, action or proceeding to federal court to the extent permissible. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
12. ATTORNEY FEES. If any legal action or proceeding is brought for the enforcement of this Agreement or arises from the alleged breach, dispute, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorney's fees and other costs incurred as a result of such legal action or proceeding.
13. WAIVER. No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future unless such waiver so provides by its terms.
14. ASSIGNMENT. Neither this Agreement nor any of the User's rights or obligations hereunder may be assigned by the User in whole or in part without the prior written approval of the Company. Any other attempted assignment shall be null and void.
15. SEVERABILITY. If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected and same shall remain in effect.
16. COMPLETE AGREEMENT. This Agreement is the complete and exclusive statement of the agreement between the Company and the User with respect to its subject matter, and supersedes and voids any proposal or prior agreement, oral or written, and any other communications between the parties in relation to its subject matter. No waiver, alteration or modification of this Agreement shall be valid unless made in writing and signed by a corporate officer of the Company.
2008 2dplan&Associates All Rights Reserved. 2dplan&Associates is a registered trademark, and 2dplan&Associates images is a trademark of 2dplan&Associates in the ISRAEL and certain other countries. All other product names are trademarks or registered trademarks of their respective owners. Contact us for more info