End User License Agreement
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THIS AGREEMENT AND REGISTERING FOR, ACCESSING AND/OR USING THE CORETIGO SOFTWARE.
By clicking the “accept” or “ok” button, or by otherwise installing and/or using the Software (as defined below) and/or any parts of CoreTigo’s products, you expressly acknowledge and agree that you are entering into a legal agreement with CoreTigo Ltd. and its affiliates (“Company”, “we”, “us” or “our”), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this End User License Agreement (“Agreement”) (the date of such understanding is the “Effective Date”). If you are entering into this Agreement on behalf of an entity, you represent that you have the right, authority, and capacity to bind such entity to this Agreement. In any event, references herein to “Customer” or “you” means you or such entity (as the case may be). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement or do not have authority to bind your employer or other legal entity, please do not accept this Agreement or access or use the Software and please do not download, install or use the Software.
If your employer has purchased the Software from us, to the extent there is any conflict between this Agreement and the agreement we have entered with your employer, then, the agreement between us and your employer shall prevail. If Customer has purchased the license granted hereunder from a partner, reseller or distributor authorized by Company (“Partner”), to the extent there is any conflict between this Agreement and the agreement entered between Customer and the respective Partner, including any purchase order (“Partner Order Form”), then, as between Customer and Company, this Agreement shall prevail. Any rights granted to Customer in such Partner Order Form which are not contained in this Agreement, apply only in connection with such Partner. In that case, Customer must seek redress or realization or enforcement of such rights solely with such Partner and not the Company.
- License. Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable and revocable license to remotely access (i.e., on a SaaS basis), download, install and/or use (as the case may be) Company’s software tool as described in the Order (“Software”) during the Subscription Term (as defined below), solely for Customer’s internal business purposes. Unless otherwise indicated, the term “Software” also includes any redistributable components and any documentation provided to Customer in connection with the operation of the Software (“Documentation”). Customer may only use the Software in accordance with the Documentation, subject to the use limitations indicated in the order form issued by the Company and agreed to by Customer by clicking and/or execution, as applicable, for the provision of the applicable license and services granted under this Agreement based in the license tier selected by the Customer (“Order”) or Partner Order Form (if purchased via Partner) and applicable laws.
- Services. In addition to the above-mentioned license, during the Subscription Term and subject to the payment of the applicable fees, Company will use commercially reasonable efforts to assist and support the Customer with any problems, questions or concerns the Customer may be having in connection with the Software, but Company does not make any promises regarding response times, that it will be able to fix any such problems or that the Software and controlled/monitored IO-Link Wireless network will be uninterrupted or error-free. The services provided under this Section shall be referred to as the “Services”.
- Updates and Upgrades. We may from time to time, as part of the Services, provide updates or upgrades to the Software (each a “Revision”), but are not under any obligation to do so. Such Revisions, to the extent provided hereunder, are part of the Software and will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you (depending on the applicable program you registered to, as set forth in the Order). All references herein to the Software shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Software, unless the Revision is accompanied by a separate license agreement which will govern the Revision. Company may, at its sole discretion, require certain payments with respect to any new Revision.
- Subscription Fees
- If Customer has purchased or otherwise received the license granted under Section 1 and the Services directly from Company this Section 4.1 shall apply. The Software and Services are conditioned on the Customer’s payment in full of the applicable fees set forth in the Order. For clarity purposes, Company may require combined fees for both the Software and the Services but may also charge separate fees for each the Software and the Services, all at Company’s sole discretion and according to the applicable Order. Unless otherwise stated, all fees are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. Company reserves the right to change its fees at any time, and Customer shall be informed of such changes via email prior to such changes (“Notification”). Should Customer not agree to the price changes, Customer sole remedy is to contact Company directly and to request to terminate its use of the Software and Services prior to the effective date of the price changes as shall be detailed in the Notification. Unless otherwise specified in the Order: (i) Customer will pay all amounts due under this Agreement in the currency agreed under the applicable Order; (ii) all amounts invoiced hereunder are due and payable within 30 days of the date of the invoice; and (iii) all fees and other amounts paid hereunder are non-refundable. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of (I) the rate of one and a 1.5% per month; or (II) the highest amount permitted by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties.
- If Customer purchased the license via a Partner, the Software and Services are subject to the full payment of the applicable fees as set forth in the Partner Order Form between Customer and the respective Partner. All payments shall be made directly to Partner, as agreed between Customer and Partner.
- Customer Account. The Software may only be used through a Customer account (“Account”). Such Account may be accessed solely by Customer’s employees or service providers who are explicitly authorized by Customer to use the Software (each, a “Permitted User”). In addition, the Account may be subject to usage limits as specified in the applicable Order, and the Software may not be accessed by more than that number of Permitted Users, unless you first notify us in writing and if applicable and approved by Company, pay Company the required additional fees. In the event that the Customer’s usage exceeds the designated usage limits, Customer shall be responsible for the fees associated with the same and it is hereby clarified that such fees are in addition to and not a waiver of any rights Company may have hereunder with respect to such usage. Customer will not and will ensure that its Permitted Users do not access or use the Software in a way intended to avoid incurring fees or exceeding subscriptions or usage limits as set forth in the applicable Order. Customer will ensure that the Permitted Users keep the Account login details secure at all times and comply with the terms of this Agreement; and will be fully responsible for any breach of this Agreement by a Permitted User. Unauthorized access or use of the Account and/or Software must be immediately reported to the Company. It is hereby agreed that Company may, at its sole discretion, monitor and supervise your activity under the Account and ensure compliance with this Section.
- Prohibited Uses. Except as specifically permitted herein, without the prior written consent of the Company, Customer must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Software (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under this Agreement with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require the Company to disclose the source code of the Software to any third party; (iv) disclose the results of any testing or benchmarking of the Software to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Software’s source code or underlying algorithms; (vi) use the Software in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Software; (viii) circumvent, disable or otherwise interfere with security-related features of the Software or features that enforce use limitations; (ix) export, make available or use the Software in any manner prohibited by applicable laws, rules or regulations (including without limitation export control laws), or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement; and/or (x) transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Software.
- Warranties. Each party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
- Intellectual Property Rights
- The Software and any part thereof is the Company’s sole property and licensed and not sold to you under this Agreement. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Software (and any and all improvements and derivative works thereof) and any other products, deliverables or services provided by Company; are and shall remain owned solely by Company or its licensors. This Agreement does not convey to Customer any interest in or to the Software other than a limited right to use the Software in accordance with Section 1. Nothing herein constitutes a waiver of the Company’s intellectual property rights under any law.
- If Company receives any feedback (g., questions, comments, suggestions or the like) regarding any of the Software or Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and that such shall be considered Company’s Confidential Information (as defined below) and Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.
- Any anonymous information, which is derived from the use of the Software or Services (i.e., metadata, aggregated and/or analytics information) which is not personally identifiable information (“Analytics Information”) may be used for providing the Software and Services, for development, and/or for statistical purposes. Such Analytics Information is the Company’s exclusive property.
- As between the parties, Customer is, and shall be, the sole and exclusive owner of all data and information inputted or uploaded to the Software by Customer (“Customer Data”).
- The: (i) content on the Software, including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (“Materials”), and (ii) trademarks, service marks and logos contained therein (“Marks”, and together with the Materials, the “Content”), is the property of Company and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. The Content is provided to you “as is” for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without Company’s prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein. “CoreTigo” and the Company’s logo are Marks of the Company and its affiliates. All other Marks used on the Software are the trademarks, service marks, or logos of their respective owners.
- Third Party Components. The Software may use or include third party open source software, files, libraries or components that may be distributed to Customer and are subject to third party open source license terms. A list of such components may be updated from time to time by the Company. Requests for receiving such open source list and their respective license terms may be forwarded to firstname.lastname@example.org. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. Company makes no warranty or indemnity hereunder with respect to any third party open source software.
- Confidentiality. Each party may have access to certain non-public information of the other party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (“Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to information that: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing Party’s Confidential Information. Neither party shall use or disclose the Confidential Information of the other party except for the performance of its obligations under this Agreement. The receiving party shall only permit access to the disclosing party’s Confidential Information to its respective employees, consultants, partners and subcontractors having a need to know such information in connection with this Agreement, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein; or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order or a court of a similar judicial or administrative body, provided that it notifies the disclosing party of such required disclosure promptly and in writing to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. This Section shall remain in effect during the term of this Agreement and for a period of 5 years thereafter.
- LIMITED WARRANTIES. The Company represents and warrants that, to the best of the Company’s knowledge, the Software does not infringe upon the proprietary right of a third party. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS. THE COMPANY DOES NOT WARRANT THAT: (I) THE SOFTWARE AND/OR THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; AND/OR (II) THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. CUSTOMER’S USE OF AND RELIANCE UPON THE SOFTWARE AND/OR THE CONTENT IS ENTIRELY AT CUSTOMER’S SOLE DISCRETION AND RISK, AND COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. COMPANY DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SOFTWARE. EXCEPT AS SET FORTH IN SECTION 7 AND THIS SECTION 12, COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO THE CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.
- LIMITATION OF LIABILITY. WITHOUT DEROGATING FROM COMPANY’S INDEMNIFICATION OBLIGATION UNDER SECTION 14, AND EXCEPT DAMAGES RESULTING FROM CUSTOMER’S BREACH OF THE LICENSE GRANTED HEREIN, CUSTOMER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT AND/OR ANY CLAIMS RESULTING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR FRAUDULENT MISREPRESENTATION OF A PARTY; NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA, OR DATA USE.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY BY CUSTOMER IN THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
- Indemnification. Company agrees to defend, at its expense, any third party action or suit brought against the Customer related to the breach of any representation or warranty made by the Company under Section 12 (“Claim”); and Company will pay any damages awarded in a final judgment against Customer that are attributable to any such Claim, provided that: (i) Customer promptly notifies Company in writing of such Claim; and (ii) Customer grants Company the sole authority to handle the defense or settlement of any such Claim and provides the Company with all reasonable information and assistance, at Company’s expense. Company will not be bound by any settlement that the Customer enters into without the Company’s prior written consent.
If the Software becomes, or in the Company’s opinion is likely to become, the subject of a Claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Software; (b) replace or modify the Software to avoid the Claim; or (c) if options (a) and (b) cannot be accomplished despite the Company’s reasonable efforts, then the Company may terminate this Agreement and if purchased directly from the Company. Company shall also provide a refund for any amount pre-paid by Customer for such returned Software for the remaining unused period of the license.
Notwithstanding the foregoing, the Company shall have no responsibility for Claims resulting from or based on: (I) modifications to the Software made by a party other than the Company or its designee; (II) the Customer’s failure to implement Software updates provided by the Company specifically to avoid the infringement or use of prior revisions of the Software commencing a reasonable time after a new Revision has been provided by Company to Customer if such infringement would have been avoided but for such use of prior revisions; (III) combination or use of the Software with other equipment, devices, hardware or software not supplied, recommended or approved in writing by Company and/or not in accordance with the Documentation; (IV) any infringements by any open source component; (V) modifications made by Company at Customer’s request, if such infringement would have been avoided but for such modification; (VI) use of the Software and/or Services other than as specified in the Documentation, if such infringement would have been avoided but for such use; and/or (VII) Customer’s continued use of the Software after receipt of notice from Company of alleged or actual infringement.
This Section states Company’s entire liability, and Customer’s exclusive remedy, for Claims or alleged or actual infringement.
- Term and Termination. Company may offer a free trial subscription to the Software (“Trial Version”). The Trial Version, if any, shall commence on the Effective Date and will conclude 30 days thereafter, unless otherwise indicated by Company, at Company’s sole discretion (“Trial Period”). Customer acknowledges and agrees that the terms of this Agreement are applicable and binding upon Customer during the Trial Period and that: (i) to the maximum extent permitted by applicable law, Company disclaims all obligations or liabilities with respect to Trial Version, including any warranty, and indemnity obligations; and (ii) Company reserves the right to terminate Customer’s right to use the Trial Version during the Trial Period at any time and for any reason in Company’s sole discretion, without liability to Customer. Unless otherwise agreed in the applicable Order, in case that Customer purchased the license directly from the Company, following the Trial Period and upon subscription to the Software and Services purchased by you and subject to your payment of the applicable fees, this Agreement shall automatically renew for successive periods of 1 year (each, a “Renewal Term”), unless terminated earlier as set forth herein and/or either party provides the other party with at least a 30 days prior notice of non-renewal. Each Renewal Term together with the Trial Period (if applicable), the “Subscription Term”. Customer may send Company such non-renewal notice by sending a cancellation request to us at email@example.com. The non-renewal notice may apply solely to the Services or for both Software and Services. In the event that Customer has requested not to renew only the Services, then this Agreement shall automatically terminate and Customer shall be entitled to continue using the Software at its sole risk (and subject to any surviving terms of this Agreement) and Company’s representations, warranties, liabilities and other obligations (such as indemnification) shall no longer apply with respect to such continued use.
Either party may terminate this Agreement with immediate effect if the other party materially breaches this Agreement and such breach remains uncured 15 days after having received written notice thereof. Upon termination or expiration of this Agreement and unless otherwise expressly set forth herein: (i) Software license granted to Customer under this Agreement shall expire, and Customer shall discontinue any further use and access thereof; (ii) Customer shall immediately delete and dispose of all copies of the Documentation in Customer’s or any of its representatives’ or Permitted Users’ possession or control; and (iii) Company may delete all Customer Data without affecting any of the Company’s rights to the Analytics Information. If applicable, Customer shall be responsible to download its Customer Data prior to termination of this Agreement. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including but not limited to “Intellectual Property Right”, “Confidentiality”, “Limitation of Liability”, “Governing Law and Disputes” and “Miscellaneous”) shall so survive. The termination of this Agreement shall not limit Company from pursuing any other remedies available to it under applicable law.
- Governing Law and Disputes. This Agreement and the Order, and any disputes between Customer and Company in connection with this Agreement or the Order, shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules. Customer agrees to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yaffo, Israel and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding anything to the contrary, we may seek injunctive or other equitable relief or other relief necessary to prevent or restrain a breach of this Agreement or the Order in any jurisdiction.
- Customer Reference. During the Subscription Term of this Agreement, Company may use Customer’s name and logo to identify Customer as a customer of Company or user of the Software, on Company’s website, marketing materials or otherwise. Upon Customer’s written request Company will remove such reference.
- Miscellaneous. This Agreement, including any Order(s) and any exhibits attached or referred hereto, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both parties. Either party may use its standard business forms (such as purchase orders) or other communications to administer transactions under this Agreement, but the use of such forms is for the parties’ convenience only and does not alter the provisions of this Agreement. All Orders will be subject to the terms and conditions of this Agreement, and no additional or contrary terms and conditions contained in any order or other communication from Customer or any third party will be construed as, or constitute a modification to or waiver of these terms and conditions, and Company hereby objects to such additional or contrary terms and conditions. You agree to comply fully with all applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by such laws and regulations. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, for which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either party in connection with a merger, consolidation, sale of all of the equity interests of the party, or a sale of all or substantially all of the assets of the party to which this Agreement relates. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties. The Company will not be liable for any delay or failure to provide the Software or Services resulting from circumstances or causes beyond the reasonable control of the Company including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of the Company. This Agreement can be updated from time to time and therefore we ask you to check back periodically for the latest version of this Agreement available at https://www.coretigo.com/end-user-license-agreement. If we implement significant changes to this Agreement, we will notify you by posting a notice on our website or by other means. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.
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Last updated: August 2022