The terms and conditions that follow set forth a legal agreement (“Agreement”) between you (either an individual or an entity), the end user, and Albitech Ltd. (“Albitech Ltd “), relating to the computer software known as CamDoc – Geni (the “Software”). The term “Software” includes and these terms and conditions also apply to any updates or upgrades to the Software that you may receive from time to time under a subscription service or other support arrangement. You may not load or use the Software in any computer or copy it without a license from Albitech Ltd. Albitech Ltd hereby offers you a non-exclusive license on the terms set out in this Agreement. You should carefully read these terms and conditions BEFORE opening the case that contains the Software or installing and using the Software. Opening the case containing the Software or installing and using the Software will signify your agreement to be bound by these terms and conditions. If you do not agree to these terms and conditions, promptly return the case containing the Software and the accompanying items (including written materials) for a refund.
This is a license agreement and not an agreement for sale.
1. Grant of License
Albitech Ltd grants to you a nonexclusive nontransferable license to use the Software and the printed and/or electronic user documentation (the “Documentation”) accompanying the Software in accordance with this Agreement. If you have paid the license fee for a single user license, this Agreement permits you to use one copy of the Software on any single computer, provided that the Software is in use on only one computer at any time. If you have paid the license fees for multiple licenses of the Software, then at any time you may have as many copies of the Software in use as you have licenses.
2. Ownership of the Software /Restrictions on Copying
Albitech Ltd or its licensors own and will retain all copyright, trademark, trade secret and other proprietary rights in and to the Software and the Documentation. THE SOFTWARE AND THE DOCUMENTATION ARE PROTECTED BY COPYRIGHT LAWS AND OTHER INTELLECTUAL PROPERTY LAWS. You obtain only such rights as are specifically provided in this Agreement. You may copy the Software into any machine-readable form for back-up purposes and within the license restriction of Article 1. You may not remove from the Software or Documentation any copyright or other proprietary rights notice or any disclaimer, and you shall reproduce on all copies of the Software made in accordance with this Agreement, all such notices and disclaimers.
3. Other Restrictions on Use
This Agreement is your proof of license to exercise the rights granted herein and must be retained by you. You may not use any portion of the Software separately from or independently of the Software and other than for your normal business purposes and you may not provide access to or use of the Software to any third party; consequently you may not sell, license, sublicense, transfer, assign, lease or rent (including via an application service provider (ASP) or timeshare arrangement) the Software or the license granted by this Agreement. You may not modify or make works derivative of the Software and you may not analyze for purposes competitive to Albitech Ltd, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software as it contains trade secrets of Albitech Ltd and its licensors.
4. Subscription Service
If you subscribe to subscription service for the Software you have licensed hereunder by paying the fee therefore, you will be entitled to receive for such copy: 24 hour by 7 day/week on-line web access to “down-load” the latest updates to the Software; all major upgrades for the Software released during the subscription period; and telephone support services from an Authorized Albitech Ltd Reseller. The terms of this service runs for one year from the first day of the month following the date you ordered subscription service. It shall automatically renew from year to year unless one party notifies the other party in writing of its desire not to renew the term, at least 30 days prior to the end of a term. Software that is delivered as an upgrade or update to a previous version of the licensed Software must replace the previous version – no additional license is granted; you may install only such number of updates as equal the number of subscription service fees for which you have paid.
The license granted herein will continue until it is terminated in accordance with this Article 5. Albitech Ltd may terminate the license granted herein immediately upon written notice to you (i) for justified cause, including without limitation breach of any provision of Article 2 or 3 of the Agreement, or (ii) if you breach any provision of this Agreement and fail to cure such breach within fifteen (15) days of notice thereof. Upon the termination of the license, you will promptly return to Albitech Ltd or destroy all copies of the Software and Documentation covered by the license as instructed by Albitech Ltd. The provisions of Articles 2, 3, 5, 7 and 8 of this Agreement shall survive any termination of this Agreement.
6. Responsibility for Selection and Use of Software
You are responsible for the supervision, management and control of the use of the Software, and output of the Software, including, but not limited to: (1) selection of the Software to achieve your intended results; (2) determining the appropriate uses of the Software and the output of the Software in your business; (3) establishing adequate independent procedures for testing the accuracy of the Software and any output; and (4) establishing adequate backup to prevent the loss of data in the event of a Software malfunction.
7. Limited Warranty, Exceptions & Disclaimers
a. Limited Warranty
Albitech Ltd warrants that the Software will be free of defects in materials and workmanship and will perform substantially in accordance with the Documentation for a period of ninety (90) days from the date of receipt by you. Albitech Ltd also warrants that any services it provides from time to time will be performed in a workmanlike manner in accordance with reasonable commercial practice. Albitech Ltd or Albitech Ltd’s reseller shall (i) refund the price you paid for the Software upon return of the nonconforming Software and a copy of your receipt of the price you paid for the service, as appropriate, or (ii) provide such other remedy as may be required by law. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days from the date of receipt by you, whichever is longer.
Albitech Ltd ‘s limited warranty is void if breach of the warranty has resulted from (i) accident, corruption, misuse or neglect of the Software; (ii) acts or omissions by someone other than Albitech Ltd; (iii) combination of the Software with products, material or software not provided by Albitech Ltd or not intended for combination with the Software; or (iv) failure by you to incorporate and use all updates to the Software available from Albitech Ltd. Albitech Ltd does not warrant that the Software or service will meet your requirements or that the operation of the Software will be uninterrupted or error free or that any internet tool or service will be completely secure.
c. Limitations on Warranties
The express warranty set form in this Article 7 is the only warranty given by Albitech Ltd with respect to the Software and Documentation furnished hereunder and any service supplied from time to time; Albitech Ltd and its licensors, to the maximum extent permitted by applicable law, make no other warranties, express, implied or arising by custom or trade usage, and specifically disclaim the warranties of merchantability and fitness for a particular purpose. In no event may you bring any claim, action or proceeding arising out of the warranty set forth in this Article 7 more than one year after the date on which the breach of warranty occurred.
d. Limitations on Liability
Except as required under local law, the liability of Albitech Ltd and its licensors, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with the Software or Documentation furnished hereunder and any service supplied from time to time shall not exceed the license fee you paid for the Software or any fee you paid for the service. In no event shall Albitech Ltd or its licensors be liable for special, indirect, incidental, punitive or consequential damages (including without limitation damages resulting from loss of use, loss of data, loss of profits, loss of goodwill or loss of business) arising out of or in connection with the use of or inability to use the Software or Documentation furnished hereunder and any service supplied from time to time, even if Albitech Ltd or its licensors have been advised of the possibility of such damages.
8. General Provisions
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of this Agreement shall remain in full force and effect.
You further agree that this Agreement is the complete and exclusive statement of your agreement with Albitech Ltd relating to the Software and subscription service and supersedes any other agreement, oral or written, or any other communications between you and Albitech Ltd relating to the Software and subscription service; provided, however, that this Agreement shall not supersede the terms of any signed agreement between you and Albitech Ltd relating to the Software and subscription service.