ControlUp Reporter EULA
THIS AGREEMENT IS A BINDING LEGAL AGREEMENT. THIS AGREEMENT RELATES TO THE USE, INSTALLATION AND DOWNLOADING OF THE CONTROLUP REPORTER SOFTWARE.
BY DOWNLOADING AND INSTALLING SMART-X’S SOFTWARE, YOU (“LICENSEE”) ARE CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS END USER SOFTWARE LICENSE AND WARRANTY AGREEMENT (“AGREEMENT”).
PLEASE READ CAREFULLY PRIOR TO INSTALLATION OR DOWNLOADING. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS SETFORTH HEREIN, PLEASE DO NOT INSTALL, DOWNLOAD OR USE THIS LICENSED SOFTWARE IN ANY WAY.
1.1. “You” or “Licensee”- The end user using, installing and downloading the ControlUp Reporter software.
1.2. “Licensed Software”- The ControlUp Reporter software and its reports templates, and all related documentation.
1.3. “Software”- The ControlUp Reporter software and its reports templates, in object code only, and any third party software provided therewith.
2. Grant of License
Smart-X grants the Licensee a non-exclusive, non-transferable, internal, non-assignable license to download, install and use a copy of the Licensed Software on one or more computers or servers within the Licensee’s organization, depending on the number of users licensed to the Licensee. THE SOFTWARE IS LICENSED TO YOU NOT SOLD.
3. Reservation of Rights and Ownership.
3.1. Smart-X reserves all rights not expressly granted to the Licensee under this Agreement.
3.2. The Licensed Software is protected by copyright laws and international copyright treaties, as well as, other intellectual property rights including all copyrights, patent rights, trade secrets and other rights in and related to the Licensed Software (and any derivative works, translation, customized versions, amendments, modifications, enhancements or upgrades of the Licensed Software).
3.3. Smart-X own all right, title and interest in and relating to the Licensed Software.
3.4. The Licensed Software is licensed to the Licensee not sold.
3.5. All right, title and interest in and relating to the Software and all intellectual property rights, including all copyrights, patent rights, trade secret rights, mask work rights and other rights in and relating therein (and any derivative works, translation, customized versions, amendments, modifications, enhancements or upgrades thereof) shall remain solely and exclusively with Smart-X.
4. License Terms
4.1. The Licensed Software is licensed to the Licensee under the terms herein, but not sold. The Licensee hereby acknowledges that the Licensed Software, and all copies thereof made by the Licensee, based on the quantity licensed to the Licensee, are the exclusive property of Smart-X and that the proprietorship of the above shall at all times remain with Smart-X. You further acknowledge that you have no rights in the Licensed Software except those expressly granted by this Agreement.
4.2. It is emphasized that nothing in this Agreement shall be construed as granting rights to any
4.3 The Licensee shall not reverse engineer, decompile, disassemble, reengineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the Software, or its structural framework except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
4.4 The Licensee acknowledges that Smart-X did not authorize the Licensee to modify, distribute, disseminate, disclose or demonstrate the Software in any way.
4.5. Notwithstanding provision 4.3 to this Agreement, the Licensee shall be entitled to make copies of electronic documents included with the Licensed Software, either in hard copy or electronic form, as long as these copies will be used exclusively for internal purposes. The Licensee shall not be entitled to publish or distribute to any third party the documents and any copy thereof in any manner whatsoever.
4.6. The Licensee shall not be entitled to resell or transfer for value the Licensed Software in any manner whatsoever to any third party.
4.7. The Licensee shall not be entitled to rent, lease or lend the Software.
4.8 The Licensee shall not be entitled to use the Software in whole or in part for any purpose except as expressly provided under this Agreement.
4.9 The Licensee shall not be entitled to modify the Software or make derivative works thereof.
4.10. The Licensee shall not be entitled to transfer any of it’s rights and obligations under this Agreement.
5. Intellectual Property
5.1. The Software is protected by copyright laws and internationally treaty provisions. All title and copyrights in and relating to the Licensed Software , including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Licensed Software, the accompanying printed materials, and any copies of the Licensed Software is and shall remain in the sole proprietorship of Smart-X or its suppliers.
5.2. The Licensee shall refrain from removing, altering, covering or distorting any copyright, trademark, or other proprietary rights notice placed by Smart-X in or on the Licensed Software and shall ensure that all such notices are reproduced on all authorized copies of the Software made by him.
5.2. The Licensee hereby declares and agrees that this Agreement does not entitle him to any intellectual property rights in and/ or relating to the Licensed Software.
5.3. The Licensee shall not be entitled to use the Software in whole or in part for any purpose except as expressly provided under this Agreement.
5.4. The Licensee shall not be entitled to modify the Software or make derivative works thereof.
5.5. The Licensee shall not be entitled to transfer any of it’s rights and obligations under this Agreement.
6. Support Services.
Smart-X may provide the Licensee with support services related to the Software (“Services”). Use of Services is governed by Smart-X’s policies and programs detailed in the user manual, in “online” documentation, and/or in other materials provided by Smart-X . Any supplemental software code provided to the Licensee as part of the Services shall be considered part of the Licensed Software and subject to the terms and conditions of this Agreement. With respect to technical information the Licensee provide to Smart-X as part of the Services, Smart-X may use such information for its business purposes, including for product support and development. Smart-X will not utilize such technical information in a form that personally identifies the Licensee.
Without derogating from any other rights, Smart-X may terminate this Agreement if the Licensee fails to comply with the terms and conditions of this Agreement. In event of termination of this Agreement, the Licensee must destroy all copies of the Software and all of its component parts.
The Software contains confidential information and trade secrets that Smart-X states that has been developed by Smart-X through the expenditure of a great deal of time and money (“Confidential Information”). The Licensee shall use the Confidential Information solely for the purposes expressly indicated in this Agreement. This Agreement does not transfer to the Licensee in any manner whatsoever any rights including intellectual property rights in the Confidential Information and the Confidential Information shall remain the exclusive property of Smart-X. The Licensee shall maintain in strict confidence and refrain from using any information contained in the Software in any manner whatsoever, whether by himself or through others, and to refrain from transferring and/or publishing and/ or showing and/or disclosing the Information to any third party, whether directly or indirectly. In addition, the Licensee shall not allow any person, corporate or other third party to copy and/ or duplicate and/ or use the Information, in any manner whatsoever. Any information that is in the public domain would not constitute as confidential information.
The Licensee’s undertakings, as stated in this provision, are irrevocable and shall remain in force at all times, without limitation. The Licensee shall compensate Smart-X for all damages arising out of or resulting in any way from Licensee’s breach of any warranty as provided herein or otherwise provided by law.
9. Dual-Media Software.
The Licensee may receive the copy of the Licensed Software in more than one medium. Regardless of the type or size of medium the Licensee receives, he may use only one medium that is appropriate for his single computer. The Licensee may not use or install the other medium on another computer. The Licensee may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the Software.
10. Disclaimer of Warranties.
To the maximum extent permitted by applicable law, Smart-X and its suppliers provide the Licensed Software and any (if any) Services related to the Software AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties duties or conditions of merchantability, of satisfactory quality and fitness for particular purpose, of reliability or availability, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence, all with regard to the Licensed Software, and the provision of or failure to provide Support Services, ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE LICENSED SOFTWARE. THE LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING from the USE OR PERFORMANCE OF THE SOFTWARE AND SERVICES.
11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMART-X OR ITS SUPPLIERS BE HELD LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR THE CORRUPTION OF DATA, FOR ANY COMPUTER FAILURE, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES,SOFTWARE, AND RELATED CONTENT THROUGH THE LICENSED SOFTWARE OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SMART-X OR ANY SUPPLIER, AND EVEN IF SMART-X OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Limitation of Liability and Remedies.
Notwithstanding any damages that the Licensee might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Smart-X and any of its suppliers under any provision of this Agreement and the Licensee’s sole remedy for all of the foregoing shall be limited to the amount actually paid by the Licensee for the Licensed Software The foregoing limitations, exclusions and disclaimers including those specified in provisions 10-12 to this Agreement shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
This Agreement constitutes the entire agreement between the parties relating to the Licensed Software and the Services (if any) and they supersede all previous oral or written agreements with regard to the Licensed Software or any other subject matter covered by this Agreement.
This Agreement shall be governed, construed, interpreted, and enforced according to the laws of state of Israel. The parties agree that the competent courts in the State of Israel will have the exclusive jurisdiction to deal with any dispute arising out or in connection with this agreement.
In the event that any provision of this Agreement shall be held by a competent court to be void, invalid, unenforceable or illegal the remaining provisions of this Agreement shall continue in full force and effect.
If you have a specific question regarding this Agreement, you may contact the Smart-X Technical Sales Information Person at Support@Smart-X.com and we will be happy to assist.
Last updated: February 2014