IMPORTANT: READ CAREFULLY BEFORE INSTALLING, DOWNLOADING OR USING THE SOFTWARE
Underwater Technologies Center END USER SOFTWARE LICENSE AGREEMENT
This Underwater Technologies Center End User Software License Agreement ("Agreement") is between "You" (either an individual or an entity), the end user, and Underwater Technologies Center Ltd. (" UTC "). This Agreement authorizes You to use the Software identified above, selected by You and defined in Clause 1 below which may be stored on and delivered to you via a CD-ROM, sent to You by electronic mail or downloaded from UTC's Web pages or Servers or from other sources, under the terms and conditions set forth below. If You download the Software from a UTC Web site, then the legal notices and site terms and privacy policy posted on the applicable Web site (collectively, the " Site Terms ") shall be incorporated into and made a part of this Agreement by this reference and also govern your downloading and usage of the Software. This is an agreement on end user license rights and not an agreement for sale. UTC continues to own the copy of the Software and the physical media contained in the sales package, if any, and any other copy that You are authorized to make pursuant to this Agreement.
Read this Agreement carefully before installing, downloading or using the Software. By clicking on the "I Accept" button, installing, downloading and/or using the Software, You agree to the terms and conditions of this Agreement. If You do not agree to all of the terms and conditions of this Agreement, promptly click on the "Decline" or "I Do Not Accept" button, cancel the installation or downloading, or destroy or return the Software and accompanying documentation to UTC.
YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. SOFTWARE.
As used in this Agreement, the term " Software " means, collectively and/or as applicable: (i) the software product identified above (ii) all the contents of the disk(s), CD-ROM(s), electronic mail and its file attachments, or other media with which this Agreement is provided, including the object code form of the software delivered via a CD-ROM, electronic mail or web-page (iii) digital images, stock photographs, clip art or other artistic works (" Stock Files ") (iv) related explanatory written materials and any other possible documentation related thereto (" Documentation "); (v) fonts, and (vi) upgrades, modified versions, updates, additions and copies of the Software (collectively " Updates "), if any, licensed to You by UTC under this Agreement.
2. END USER RIGHTS AND USE.
UTC grants to You a non-exclusive, non-transferable end user license right to install the Software on the local hard disk(s), the memory of the Underwater Digital Interface ("UDI") or other permanent storage media of one computer and use the Software on a single computer or terminal at a time.
3. LIMITATIONS ON END USER RIGHTS.
You may not copy, distribute, or make derivative works of the Software, except as follows:
a. You may make one copy of the Software on magnetic media as an archival backup copy, provided Your archival backup copy is not installed or used on any computer. Any other copies You make of the Software are in violation of this Agreement.
b. You may not use, modify, translate, reproduce or transfer the right to use the Software or copy the Software, except as expressly provided in this Agreement.
c. You may not resell, sublicense, rent, lease or lend the Software.
d. You may not reverse engineer, reverse compile, disassemble or otherwise attempt to discover the source code of the Software (except to the extent that this restriction is expressly prohibited by law) or create derivative works based on the Software.
e. Unless stated otherwise in the Documentation, You shall not display, modify, reproduce and distribute any of the Stock Files included with the Software, if any. In the event that the Documentation allows You to display the Stock Files, You shall not distribute the Stock Files on a stand-alone basis, i.e., in circumstances in which the Stock Files constitute the primary value of the product being distributed. You should review the "Read-Me" files associated with the Stock Files that You use to ascertain what rights You have with respect to such materials. Stock Files may not be used in the production of libelous, defamatory, fraudulent, infringing, lewd, obscene or pornographic material or in any otherwise illegal manner. You may not register or claim any rights in the Stock Files or derivative works thereof.
f. You agree that You shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which You use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
4. COPYRIGHT.
The Software and all rights, without limitation including proprietary rights therein, are owned by UTC and/or its licensors and affiliates and are protected by international treaty provisions and all other applicable national laws of the country in which it is being used. The structure, organization and code of the Software are the valuable trade secrets and confidential information of UTC and/or its licensors and affiliates. You must not copy the Software, except as set forth in Clause 3 (Limitations On End User Rights). Any copies which You are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on the Software.
5. MULTIPLE ENVIRONMENT SOFTWARE / MULTIPLE LANGUAGE SOFTWARE / DUAL MEDIA SOFTWARE / MULTIPLE COPIES / UPDATES.
If the Software supports multiple platforms or languages, if You receive the Software on multiple media, or if You otherwise receive multiple copies of the Software, the number of computers on which all versions of the Software are installed shall be one computer. You may not rent, lease, sublicense, lend or transfer versions or copies of the Software You do not use. If the Software is an Update to a previous version of the Software, You must possess a valid end user license right to such previous version in order to use the Update and You may use the previous version for ninety (30) days after You receive the Update in order to assist You in the transition to the Update. After such time You no longer have a right to use the previous version, except for the sole purpose of enabling You to install the Update.
6. COMMENCEMENT & TERMINATION.
This Agreement is effective from the first date You install the Software. You may terminate this Agreement at any time by permanently deleting, destroying and returning, at Your own costs, the Software, all back up copies and all related materials provided by UTC. Your end user license rights automatically and immediately terminate without notice from UTC if You fail to comply with any provision of this Agreement. In such event, You must immediately delete, destroy or return at Your own cost, the Software, all backup copies and all related material to UTC.
7. YOU ACKNOWLEDGE THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER UTC, ITS LICENSORS OR AFFILIATES NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY UTC OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.
8. NO OTHER OBLIGATIONS.
This Agreement creates no obligations on the part of UTC other than as specifically set forth herein.
9. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UTC, ITS EMPLOYEES OR LICENSORS OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF UTC OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, UTC, ITS EMPLOYEES OR LICENSORS OR AFFILIATES' LIABILITY SHALL BE LIMITED TO U.S.$50. Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer. UTC is acting on behalf of its employees and licensors or affiliates for the purpose of disclaiming, excluding and/or restricting obligations, warranties and liability as provided in this Clause 9, but in no other respects and for no other purpose.
10. TECHNICAL SUPPORT.
UTC has no obligation to furnish You with technical support unless separately agreed in writing between You and UTC.
11. EXPORT CONTROL.
The Software and any related technical data are subject to the U.S. Export Administration Regulations and may be subject to export and import laws, regulations and restrictions in other countries. You agree to comply strictly with all such laws, regulations and restrictions, and acknowledge that You have the responsibility to obtain any licenses or permits that may be required to import, use, export, re-export, or otherwise transfer or disclose of the Software or any related technical data. You further agree that except as authorized, You shall not export, re-export or otherwise transfer or disclose of the Software, the related technical data or any direct product thereof; (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria; (ii) to entities controlled by such countries or to nationals of such countries; or (iii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons, the U.S. Commerce Department's Denied Persons List, or the U.S. Commerce Department's Entity List.
12. NOTICES.
All customer support questions should be e-mailed to
13. APPLICABLE LAW.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Israel without regard to its conflicts of laws rules.
14. ARBITRATION.
Any and all disputes that may arise between you and UTC under or in connection with this Agreement, except for claims for injunctive relief, shall be submitted to final and binding arbitration heard by a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (the " AAA "), unless otherwise agreed in writing by the parties. Any counterclaim not brought within 15 days after receipt of the arbitration notice shall be barred. All matters within the scope of the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.) shall be governed by it. The arbitration shall be conducted in any AAA arbitration facilities in , Israel. The arbitration shall be conducted in the English language. The award shall include a written statement of findings of fact and conclusions of law and the reasons on which it is based. It also shall include an award of legal fees, costs and expenses, including reasonable attorneys' fees and the arbitrator's fees and expenses, to the prevailing party. Subject to any terms contained in this Agreement limiting or excluding damages, the arbitrator may award any relief that the arbitrator deems proper, including without limitation equitable relief, provided that the arbitrator shall not have authority to award exemplary, special or punitive damages. The terms of this Section shall continue in full force and effect subsequent to and notwithstanding the termination of this Agreement.
15. GENERAL PROVISIONS.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified in writing by an authorized officer of UTC. This is the entire agreement between UTC and You relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
PLEASE SUBMIT ANY ACCOMPANYING REGISTRATION FORMS TO RECEIVE REGISTRATION BENEFITS WHERE APPLICABLE.