This End User License Agreement ("Agreement") is between Aerobase, LTD, an Israeli company ("Aerobase") and you (an individual, or if you are downloading the Software as part of your job responsibilities, the company for which you work) ("You" or "Customer"). The following terms shall govern Customer's use of the Software.
Definitions. The following capitalized terms shall have the following meaning:
License Grant. The Software is the property of Aerobase or its licensors and is protected by copyright and other laws. While Aerobase continues to own the Software, Aerobase hereby grants to Customer a limited, non-transferable, non-exclusive license to use the Software, in machine-readable, object code form and solely for Customer’s internal business use.
Restrictions. Customer agrees not to (a) make copies of the Software other a reasonable number of backups; (b) provide access to the Software to anyone other than employees, contractors, or consultants under written contract with Customer agreeing to be bound by terms at least as protective of Aerobase as those in this Agreement; (c) sublicense, transfer, assign, distribute to any third party, pledge, lease, rent, or commercially share the Software or any of Customer’s rights under this Agreement (for the purposes of the foregoing a change in control of Customer is deemed to be an assignment); (d) use the Software for purposes of providing a service bureau, including, without limitation, providing third-party hosting, or third-party application integration or application service provider-type services, or any similar services; (e) use the Software in connection with ultrahazardous activities, or any activity for which failure of the Software might result in death or serious bodily injury to Customer or a third party; or (f) directly or indirectly, in whole or in part, modify, translate, reverse engineer, decrypt, decompile, disassemble, make error corrections to, create derivative works based on, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software.
Audit. Customer grants Aerobase and its independent auditors the right to audit Customer's compliance with this Agreement.
Copies. The Software is the copyrighted property of Aerobase or its licensors and is protected by copyright and other laws. You may not copy or transfer to a third party any Software or documentation except as expressly authorized in this Agreement. You shall include all copyright, trademark and other notices and legends on all copies of Software and related documentation.
Disclaimer of Warranty. THE SOFTWARE IS PROVIDED "AS IS". ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED BY AEROBASE AND ITS LICENSORS TO THE EXTENT ALLOWED BY APPLICABLE LAW. NO WARRANTY IS MADE REGARDING THE RESULTS OF THE SOFTWARE OR THAT THE SOFTWARE WILL OPERATE WITHOUT ERRORS, PROBLEMS OR INTERRUPTIONS, OR THAT ERRORS OR BUGS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE'S FUNCTIONALITY WILL MEET CUSTOMER'S REQUIREMENTS. NO AEROBASE DEALER, PARTNER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS DISCLAIMER OF WARRANTY.
Limitation of Liability. IN NO EVENT WILL AEROBASE OR ITS LICENSORS BE LIABLE FOR ANY LOST DATA, LOST REVENUE, LOST PROFITS, DAMAGE TO REPUTATION, BUSINESS INTERRUPTION, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR ANY SIMILAR TYPE DAMAGES ARISING OUT OF THIS AGREEMENT, THE USE OR THE INABILITY TO USE THE SOFTWARE, EVEN IF AEROBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING ACTIVE OR PASSIVE NEGLIGENCE), BREACH OF WARRANTY, CLAIMS BY THIRD PARTIES OR OTHERWISE, EXCEED THE LICENSE FEE PAID BY CUSTOMER FOR THE SOFTWARE.
THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED REMEDY OR LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Open Source and Third Party Software. If Customer uses any third party software, including open source software, in conjunction with the Software, Customer must ensure that its use does not: (i) create, or purport to create, obligations of use with respect to the Software; or (ii) grant, or purport to grant, to any third party any rights to or immunities under Aerobase's intellectual property or proprietary rights in the Software. You may not combine the Software with programs licensed under any public license in such a manner that could cause, or could be interpreted or asserted to cause, the Software or any modifications thereto to become subject to the terms of such public license. You may not combine the Software with programs licensed under the GNU General Public License ("GPL") in any manner that could cause, or could be interpreted or asserted to cause, the Software or any modifications thereto to become subject to the terms of the GPL.
Term and Termination. This Agreement is effective until terminated. Aerobase may terminate this Agreement immediately if You breach this Agreement to any extent. Upon termination or Your rejection of the Software, You will, at Aerobase's option, return or destroy the Software and documentation and shall promptly certify Your compliance with the foregoing in writing.