BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS COMMERCIAL LICENSE AGREEMENT, DO NOT PROCEED WITH THE DOWNLOADING, COPYING, INSTALLATION OR ANY OTHER USE OF THE SOFTWARE OR ANY PORTION THEREOF. THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.
We grant You a non-exclusive, non-transferable license to the Software solely as set forth in and subject to the terms and conditions of this CLA. This CLA includes the legal framework in which we license both the SharpKit Pro and the Sharpkit Lite editions, inter alia.
Terms and Definitions:
"Site" refers to www.sharpkit.net
"You" or "Your" refers to an end user or the organization on whose behalf the end user is undertaking this CLA that is granted a license to use the Software under this CLA.
"SharpKit Pro" refers to the professional edition as described on the Site.
"SharpKit Lite" refers to the free lite edition as described on the Site.
"Software" refers to both the SharpKit Pro edition and the free SharpKit Lite edition.
1. Ownership, License Grant
This is a license agreement and not an agreement for sale. We reserve ownership of all
intellectual property rights inherent in or relating to the Software, which include, but are
not limited to, all copyright, patent rights, all rights in relation to registered and
unregistered trademarks (including service marks), confidential information (including trade
secrets and know-how) and all rights other than those expressly granted by this CLA.
Subject to the payment of the fee required for a SharpKit Pro license and subject to the terms and conditions of this CLA, We grant You a revocable, non-transferable and non-exclusive license (i) for a number of developer Software seats subject to the pricing plan You have chosen and have paid for, to install and use the Software on any workstations used exclusively by such developer(s) (ii) for You to install and use the Software in connection with unlimited servers. This license is not sublicensable.
2. PERMITTED USES
Usage of the Software subject to the following terms and conditions: (1) Copying or reproduction of the Software to any server or location for further reproduction or redistribution is expressly prohibited. (2) If the licensed right of use for the Software is purchased by You with any intent to reverse engineer, decompile, create derivative works, and the exploitation or unauthorized transfer of the Software, no licensed right of use shall exist, and any software or work created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law. (3) You agree not to infringe any of Our copyright in connection to the Software. In the event that you violate the copyright, You acknowledge and agree that You are and will be liable for actual damages, statutory damages, reasonable attorney fees, lost profits, diminution of value of the Software, lost of license fees, and any or all of the aforementioned, including, but not limited to all other costs and expenses incurred by Sharpkit Ltd. for the loss according to applicable law. (4) We grant You an individual, personal, non-transferable, nonexclusive license to install the Software for the sole purpose specifically described at the Site. (5) You may not rent, lease, or lend the Software.
UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE AS THE BASIS FOR OR IN CONNECTION WITH A PRODUCT THAT CONTAINS THE SAME, OR SUBSTANTIALLY THE SAME, FUNCTIONALITY AS THE SOFTWARE.
This CLA and Your right to use the Software will terminate immediately without notice if You fail to comply with the terms and conditions of this CLA.
Defensive Suspension. If You commence or participate in any legal proceeding against Us, then We may, in Our sole discretion, suspend or terminate all license grants and any other rights provided under this CLA during the pendency of such legal proceedings.
Upon termination, You agree to immediately cease using and destroy the Software, including all accompanying documents. The provisions of sections 2, 3, 4, 5, and 6 will survive any termination of this CLA.
4. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHARPKIT LTD. AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE and ALL OR ANY MATERIAL ON THE SITE. SHARPKIT LTD. DOES NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR SHARPKIT LTD. TO DO SO.
5. LIMITATION OF LIABILITIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHARPKIT LTD. OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LAW) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SHARPKIT LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SHARPKIT LTD. ENTIRE LIABILITY UNDER ANY PROVISION OF THIS CLA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR FIVE ($5.00) DOLLARS (USD).
The license granted herein applies only to the version of the Software downloaded or installed
in connection with the terms of this CLA. Any previous or subsequent license granted to
You for use of the Software shall be governed by the terms and conditions of the agreement
entered in connection with downloading or installation of that version of the Software.
You agree that you will comply with all applicable laws and regulations with respect to the
Software, including without limitation all export and re-export control laws and regulations.
In case You resell the Software, only under Our explicit and written permit, You may choose to offer acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this CLA. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on our behalf. You agree to indemnify, defend, and hold Us harmless from and against any liability incurred by, or claims asserted against, Us by reason of Your accepting any such support, warranty, indemnity or additional liability.
You agree to be identified as a customer of SharpKit Ltd. and You agree that We may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in Our marketing materials and web Site.
You may not assign this CLA without Our prior written consent. This CLA will inure to the benefit of the successors and assigns of SharpKit Ltd.
You acknowledge that this CLA is complete and is the exclusive representation of
Our agreement. No oral or written information given by Us or on Our behalf shall create a warranty or collateral contract, or increase the scope of this CLA in any way, and You may not rely on any such oral or written information.
If any provision in this CLA shall be determined to be invalid, such provision shall
be deemed omitted; the remainder of this CLA shall continue in full force and effect.
This CLA is governed by the law of the State of Israel, and all parties irrevocably submit to the jurisdiction of the courts of the State of Israel and further agree to commence any litigation which may arise hereunder in the courts located in the city of Tel-Aviv, Israel.