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LICENSED SOFTWARE END USER LICENSE AGREEMENT

 

Any Software granted is licensed, not sold, to you. Your license to each Software is subject to your prior acceptance of either this Licensed Application End User License Agreement ("EULA"), or a custom end user license agreement between you and WECO or between you and WECO's authorized distributor (Each may be referred as "Software Provider") and is subject to the use(s) on the platform(s) as set out in an agreement between you and the Software Provider.

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 Any Software and associated media, printed materials, and “online” or electronic documentation that is subject to this EULA is referred to herein as the “Software”. The Software also includes any updates and supplements to the original Software provided to you by the Software Provider. You are referred to herein as "LICENSEE" and are granted a license to use the Software on any number of computers at one physical site ("Site License"). WECO reserves all rights in and to the Software not expressly granted to you under this EULA. LICENSEE may purchase multiple Licenses, permitting the use of the Software at up to the number of licensed servers, sites or enterprises specified.

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By signing and returning to the Software Provider a copy of this EULA, by installing, copying, downloading, accessing, or otherwise using the Software, you agree to be bound by the terms of this Agreement.

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  1. Grant of License. In consideration of LICENSEE’S agreement to be bound by all of the terms and conditions of this agreement, including payment of all applicable fees, WECO grants to LICENSEE a license to use the Software for the Licensed Use. LICENSEE agrees not to use the Software on any computer or server or at any site or to permit the Software to be used by any enterprise, or for any use which is not governed by a license specified in an agreement between LICENSEE and the Software Provider. WECO reserves all rights not expressly granted to LICENSEE.
     

  2. Term. The License is perpetual, and may be renewed by LICENSEE at any time by paying the Software Provider its then current license fee. The Software may be provided with a mechanism that disables the Software if the term has expired.
     

  3. Ownership of Software. WECO retains title and ownership of the Software recorded on the original disk copy(ies) including copyright, patents, trademarks and all other intellectual property rights in the Software and all subsequent copies of the Software, regardless of the form or media in or on which the original and other copies may exist. This License is not a sale of the original Software or any copy and User shall not have any right, ownership or interest in the software, other than the granted license according to the terms of this Agreement. All related documentation and all enhancements, derivatives, bug fixes, improvements, developments, or configurations to the software shall at all times remain with WECO. All enhancements made by the Software Provider are for the use of the sole purpose of the End Customer's internal use. 
     

  4. Copyright and Trade Secrets. The Software and all related intellectual property rights are owned by WECO and are protected by copyright laws. Therefore, LICENSEE is not permitted to make copies of the Software and trade secrets except that LICENSEE may make unlimited number of copies of the Software solely for backup or archival purposes. LICENSEE may not copy the written materials accompanying the software. LICENSEE agrees to take all reasonable steps to keep the Software and related materials confidential, not to disclose them to any third party except as permitted by this Agreement, conduct all reasonable efforts in order to prevent the publicity or disclosure of the Software and related materials and refrain from using the Software and related materials for any use other than fulfillment of the license granted to the LICENSEE according to the license Agreement.
     

  5. Other Restrictions on Use. LICENSEE may not rent or lease or transfer the Software and accompanying written materials except as part of a sale of LICENSEE’S entire rights to the Software to one purchaser who has agreed to be bound by this Agreement. The Software is licensed as a single product. Its components may not be separated and resold or licensed except in compliance with the particular Licensed Use [for example, two or more parts of the Software may not be used on more than one different server if the Licensed Use is for one server; two or more parts of the Software may not be used at more than one different site if the Licensed Use comprises only one site, two or more parts of the Software may not be used at more than one different enterprise if the Licensed Use comprises only one enterprise], LICENSEE may not reverse engineer, decompile, or disassemble the Software or create a derivative work from the Software or exploit such derivative work or work product flowing from such reverse engineering, decompiling or disassembly.
     

  6. Limited Warranty. WECO warrants to LICENSEE that the Software will perform substantially in accordance with the accompanying product manuals for a period of 90 days from the date of delivery of the Software. WECO further warrants to LICENSEE that the disks on which the Software is recorded are free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of delivery.
     

  7. Customer Remedies: WECO's entire liability and LICENSEE’S exclusive remedy as to the disk(s) shall be replacement of the disk that does not meet WECO's Limited Warranty and which is returned to WECO. If failure of the disk has resulted from accident, abuse, misapplication, WECO shall have no responsibility to replace the disk. Any replacement disk will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer.
     

  8. Warranty Disclaimer: Limitation of Liability. The warranties contained herein are the only warranties of any kind that are made by WECO. WECO disclaims all other warranties, either express or implied, including but not limited to the implied warranties or conditions of quality, performance, merchantable quality, infringement, merchantability, fitness for a particular purpose, and those arising by statute or otherwise in law or from a course of dealing, no oral or written information or advice given by WECO, its dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of this warranty, and LICENSEE may not rely on any such information or advice. This warranty gives LICENSEE specific legal rights and LICENSEE may have other rights that vary from jurisdiction to jurisdiction.

    Neither WECO nor anyone else who has been involved in the creation, production, or delivery of this Software shall be liable for any direct, indirect, consequential, or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use of or inability to use such product even if WECO has been advised of the possibility of such damages and regardless of the form of action (including negligence).

    In any event, the total liability of WECO for all claims, whether in contract, tort (including negligence and product liability), or product liability, or otherwise, arising out of, connected with, or resulting from the license, delivery, installation, use, support, or maintenance of the Software including direct damages, will not exceed the annual amount paid by the LICENSEE to use the Software.

    In any event, if the Software is included in a third party’s solution, LICENSEE agrees that WECO shall have no liability to the LICENSEE for (a) any defect or claim arising out of elements of the third party’s solution that are not provided by WECO or (b) for any defect or claim arising out of problems with the integration of the third party’s solution with the Software.
     

  9. Patent, Copyright Infringement. At its expense WECO will indemnify and hold harmless LICENSEE and defend any action brought against LICENSEE, and pay all reasonable expenses and damages of LICENSEE, for any claims that the Software infringes a patent, copyright or trade secret of a third party effective in Israel (an "Infringement") provided LICENSEE notifies WECO promptly in writing of the Infringement (and all prior claims relating to such action) and gives WECO sole control of the defense and negotiations for its settlement or compromise and further provided that WECO shall have no obligation to indemnify LICENSEE with regard to an Infringement in the event WECO is not notified of such infringement. WECO shall pay all damages and costs awarded therein against LICENSEE but shall not be responsible for any compromise made without its consent. In the event of a final judgment which prohibits LICENSEE'S continued use of the Software by reason of an Infringement, or if at any time WECO is of the opinion that the Software is likely to become the cause of an action for infringement, WECO shall (i) obtain the rights to continued use of the Software; or (ii) replace or modify the Software so that it is no longer infringing, but maintaining equivalent functionality to the infringing part. Notwithstanding the foregoing, WECO shall have not responsibility for any claims arising out of any amendments or alterations to the Software made by LICENSEE.
     

  10. Termination. This License is effective until the earlier of end of term (as extended), or will terminate automatically without notice if LICENSEE fails to comply with any provision of this License. Upon termination, LICENSEE shall irrevocably delete the written materials and all copies of the Software, including modified copies, if any.
     

  11. Update Policy. WECO may create, from time to time, updated versions of the Software. At its option, WECO will make such updates available to LICENSEE upon payment of the appropriate update fee.
     

  12. U.S. Government Users. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995).
     

  13. Export controls. LICENSEE agrees to use or otherwise deal with the Software in a manner that does not contravene applicable laws of Israel, United States and other countries pertaining to export controls and the respective regulations thereunder, in effect from time to time during the term of this Agreement.
     

  14. Miscellaneous. This Agreement is governed by the laws of the State of Israel.
     

  15. Payment Terms. Payment for each Software license is due, in full, 30 calendar days from the delivery of the Software to the LICENSEE. End User acknowledges that in case payments for annual usage, maintenance or support won't be duly made, the Software shall be deleted irrevocably within the due date of such payment and any service will be terminated.
     

  16. Software Piracy. If you have not purchased a license from WECO for your intended use, you acknowledge and agree that your possession of a copy of the Software, your installation of the Software and its use are in violation of copyright and other rights of WECO, and that without limiting its remedies, WECO is entitled to obtain an injunction to stop you from possessing, installing, using, and distributing this Software, and is entitled to be awarded all of its costs of pursuing its claims against you.

Last updated: June 2021

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