All software products purchased or installed from User1st Ltd. (“User1st”), directly or by any reseller, agent, partner or distributor, are subject to the following terms and conditions as well as to the specific terms and conditions.
WHEREAS, the user (also referred as “Licensee “) uses certain software owned by User1st Ltd., as well as all documentation provided with such software (the “Software”); and;
WHEREAS, Licensee desires to license from User1st the Software under the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:
GRANT OF LICENSE.
1.1. Subject to the terms herein, User1st hereby grants to Licensee, and Licensee hereby accepts, a limited nonexclusive, nontransferable license to use the Software and the documentations exclusively for the implementation of internet accessibility compliance abilities (the “Purpose). Licensee may not use the Software in whole or in part for any purpose except as expressly provided under this Agreement. Any unauthorized use of the Software without User1st’s prior written consent, is expressly prohibited. Any unauthorized use will dismiss any liability whatsoever of User1st for the Software and any damages caused by such use.
TERM AND TERMINATION
2.1 The license begins at the time when the Licensee’s license is activated by User1st and thereafter continues in effect perpetually or until the date of termination as set forth in the Commercial Agreement between the customer or reseller and User1st. A license may terminate in whole or in part, due to: (i) a termination of the license date as set forth in the commercial agreement between User1st or any reseller, agent, partner or distributor, and the Licensee (ii) a termination of the agreement by User1st following a breach of any of terms of this Agreement by Licensee, (iii) non-payment of any of the license fees when due (and in case of a limited term license – inter alia the maintenance fees as maintenance and support via for User1st’s cloud).
2.2 Effects of Termination: In any event of termination of this Agreement by either Party:
2.2.1 All licenses and rights granted hereunder shall immediately expire and any and all use and/or exploitation by Licensee and/or on its behalf of the Software, and any part thereof, shall immediately cease and expire.
2.2.2 Provisions contained in this Agreement, that are expressed or by their sense and context are intended to survive the termination of this Agreement shall so survive the termination.
2.3 User1st’s maintenance services include the following:
2.3.2 Not include the provision of services in the event the Software, or any part or component thereof: (i) have been subject to misuse, negligence, accident or improper installation, use or maintenance by anyone other than Company, or; (ii) have been used in a manner for which it was not intended, or not in compliance with its specifications; and (iv) have been installed on or incorporated in products or environment other than as expressly set forth under this Agreement (including all exhibits thereto) or as otherwise expressly approved in writing by the Company.
Subject to the rights granted in these Terms and Conditions, User1st and/or its third party licensors has/have and will retain all rights, title, and interests in the Software and all intellectual property rights therein. User1st hereby reserves all rights not expressly granted to Licensee in these Terms and Conditions. Licensee may not resell, transfer, sublicense, pledge, lease, rent, or share its rights under this Agreement.
Except as otherwise expressly provided under this Agreement, the Licensee shall have no right, and Licensee shall not permit any third party, to: (a) copy, modify, disassemble, reverse compile, reverse engineer, reproduce, and create derivative works or modifications of the Software or any parts thereof (b) make error corrections to or otherwise modify or adapt the Software or decompile, decrypt, disassemble, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Software or of any files contained or generated using the Software by any means whatsoever (c) use the Software in any manner not expressly authorized herein; or;.
Licensee agrees not to remove or destroy any proprietary marking or legends placed upon or contained within Software. Such copyright notices may appear in any of several forms, including machine-readable form. Licensee acknowledges that (i) rights in the Services are licensed (not sold) to Licensee , and (ii) that Licensee shall have no rights or title in, or to, the Software other than the right to use them in accordance with the terms of this Eula and (iii) Open Source and / or third-party software may be incorporated into the Software. User1st its licensors and any applicable third parties, own all title, copyright, and other intellectual property rights in and to the Software. The Software, in all formats existing, are a trade secret of and proprietary to User1st , its suppliers and / or licensors, including but not limited to, the specific internal code, design and structure of individual programs and software, the display and associated interface information. Licensee shall not disclose the confidential aspects of the Software to third parties.
RESPONSIBILITY OF FILES OR DATA.
Licensee understands and agrees that User1st does not provide a back-up data storage service and the services that you are granted are not pretend to intend to protect your files or data, and therefore should not be relayed upon as a back-up service. You have sole responsibility for all files that you send through your use of the services. It is hereby agreed that User1st will not be responsible for any failure of the services to store or send files, or for the deletion, corruption, or loss of any data or files stored or sent using the services.
7.1 Unless otherwise agreed in writing, the Software is provided “AS IS”, without any warranties of any kind. User1st does not guarantee nor make any representation regarding the use of or the results of the use of the Software in terms of correctness, accuracy, compatibility of the Licensee site with the Web Content Accessibility Guidelines (WCAG), any other standards or laws or otherwise, except to the capabilities of the software and the software only to comply with WCAG 2.0 at the level of AA, for HTML format restricted to User1st system limitations,, and for the use of the software. IN ADDITION USER1ST DISCLAIMS ALL WARRANTIES FOR THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USER1ST IS OBLIGATED TO PROVIDE SUPPORT FOR THE SOFTWARE ONLY, AND NOT TO THE USE OF THE SOFTWARE.
7.2 Notwithstanding any obligations to provide ongoing support or updates to the software, Licensee acknowledges that to the extent at all permitted by the applicable law, and except as provided herein, the Company disclaims any and all other warranties relating to the Software and any related materials, whether express or implied, of merchantability and fitness for a particular purpose.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL USER1ST BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE) ARISING OUT OF THESE TERMS AND CONDITIONS OR OTHERWISE OUT OF LICENSEE USE OF THE SOFTWARE, EVEN IF USER1ST, ITS AGENTS OR SUPPLIERS HAVE BEEN ADVISED OF THEIR POSSIBILITY.
Unless agreed otherwise in the commercial agreement, In no event shall User1st’s liability exceed the price paid by the Licensee to User1st for the license in the twelve (12) months immediately preceding the event giving rise to such claim. This limited warranty is void if the failure has resulted from abuse or misapplication of the Software.
Licensee agrees that User1st’s Software contains valuable proprietary information and that unauthorized dissemination or disclosure of the Software could cause User1st irreparable harm. Licensee acknowledges User1st’s claim that the Software is User1st’s and/or its third party licensors’ confidential information (hereinafter “Confidential Information”). Licensee shall hold in strict confidence any such Confidential Information and shall protect the confidentiality of such with the same degree of care as for its own information of like importance, but not less than reasonable degree of care. Licensee undertakes to disclose the Confidential Information only to its employees who have to be so informed on a “need-to-know” basis and, which are bound by a written agreement to maintain the Confidential Information in strict confidence (the “Authorized Personnel”). Licensee shall be responsible that the obligations contained herein are strictly observed by the Authorized Personnel. Confidential Information shall be stored in a well-guarded area to which only the Authorized Personnel shall have access.
User1st uses log files to collect certain aggregate information about Web site use, such as how many users visited user1st software, and the type of profiles selected. User1st may mouse and keyboard activities, as clicks, movements and scrolling. User1st does not collect personally identifiable information that you do not voluntarily enter in User1st software. By collecting these types of information, User1st learn how best to tailor the use of the site in particular to support web accessibility and usability. While we generally examine such information only in the aggregate, such information could be linked back to individual user id.
The data is stored over MS Azure Cloud Servers via Europe and United States servers and according to AZURE’s Service Level Agreement. If you reside in Canada, the European Union (EU), or any other jurisdiction with regulations governing the transfer of personal data to other jurisdictions, by registering on our site and agreeing to these terms, YOU EXPRESSLY CONSENT TO THE TRANSFER, STORAGE AND PROCESSING OF THE PERSONAL DATA YOU SUBMIT THROUGH OUR SITE IN COUNTRIES OUTSIDE CANADA, THE EU OR THE COUNTRY IN WHICH YOU RESIDE, INCLUDING WITHOUT LIMITATION IN THE UNITED STATES. If you do not agree to provide such consent, you may not register with User1st registration for additional services and products available via registration.
User1st’s logical cloud services within the User1st cloud hosting provider, Microsoft Azure, which extends to, includes and terminates within the User1st boundary within the Microsoft Azure Cloud. Specifically excluded from the the following: (a) Equipment, data, materials, software, hardware, services and/or facilities provided by or on behalf of Customer and Customer’s network services which allow the Customer to access the Software. These components are controlled by the Customer and their performance or failure to perform can impair or disrupt Customer’s connections to the Internet and the transmission of data. (b) Equipment, data, materials, software, hardware, services and/or facilities provided third party vendors or service providers of Customer. (c) Acts or omissions of Customers, its employees, contractors, agents or representatives, third party vendors or service providers of Customer or anyone gaining access to User1st’s network at the request of Customer. (d) Issues arising from bugs or other problems in the software, firmware or hardware of third parties. (e) Delays or failures due to circumstances beyond User1st’s reasonable control that could not be avoided by its exercise of due care including a Force Majeure Event. (f) Any outage, network unavailability or downtime outside the User1st’s logical area of the Microsoft Azure Cloud.
14.1 This Agreement shall be construed and governed in accordance with the laws of the State of Israel, regardless of its conflict of laws rules, and the competent courts of Tel-Aviv shall have sole and exclusive jurisdiction over any dispute under this Agreement or otherwise related to the Software or the service, provided that User1st may turn to any other court as it deems fit in order to obtain immediate relief. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
14.2 Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
14.3 Survivability: If any clause or provision set forth in this Agreement is determined to be illegal, invalid, or unenforceable under present or future law, the clause or provision shall be deemed to be deleted without affecting the enforceability of all remaining clauses or provisions.
14.4 Any failure by any party to this Agreement to enforce at any time any term or condition under this Agreement will not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.
14.5 If you have a specific question regarding this Agreement, you may call the User1st Technical information Person at 1-866-210-9800 or send inquiries via electronic mail to: admin@user1stcom.