Ligature

LICENSE AGREEMENT


LIGATURE LICENSE AGREEMENT

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IMPORTANT: CAREFULLY READ THIS LICENSE AGREEMENT BEFORE INSTALLING THE SOFTWARE. BY INSTALLING THE SOFTWARE YOU ACCEPT THE TERMS OF THIS LICENSE AGREEMENT.

 

THE TERMS OF THIS AGREEMENT WILL ALSO APPLY TO ANY UPGRADES THAT YOU MAY RECEIVE

 

BY CLICKING THE “I ACCEPT” BOX / “AGREE” BUTTON OR INSTALLING THE LICENSED SOFTWARE, CUSTOMER IS AGREEING TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT").

 

IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT INSTALL THE LICENSED SOFTWARE AND CUSTOMER CANNOT USE THE LICENSED SOFTWARE.

 

1.       DEFINITIONS.

 

Authorization Code” means, collectively, the specific code and authorization key for each copy of the Licensed Software issued by Ligature Ltd. to Customer.

 

Concurrent Authorized Users” means Authorized Users who use the software at the same time in accordance with the terms of this Agreement.

 

Documentation” means the user’s manuals and supporting documentation, which may be in printed or electronic form, provided with the Licensed Software under this Agreement.

 

License Fee” means the applicable fee for which Customer licenses the Licensed Software.

 

License Period” means a perpetual term unless (a) terminated as provided below or (b) a specific fixed term or limited number of scanned documents s is otherwise set forth in the License and Authorization Key document.

 

Licensed Software” means the specific software licensed by Customer under the terms of this Agreement (as specified in the License and Authorization Key document issued to Customer), including any Updates and Upgrades thereto.

 

Serial Number” means a set of unique characters associated with a specific copy of the Licensed Software issued by Ligature to Customer (based on the specific configuration and release of the Licensed Software and the license type, license term, number of Concurrent Authorized Users, network, and/or operating system designated by Customer during the ordering process.

 

Update” means a revision to the Licensed Software or patch that improves the functionality of the Licensed Software, and may contain new features or enhancements, which is not an Upgrade.

 

Upgrade” means a subsequent version of the Licensed Software that Ligature Ltd. designates as a new release and makes generally commercially available.

 

2.        LICENSE AND AUTHORIZATION KEY DOCUMENT, OWNERSHIP.

 

2.1   License and Authorization Key Document, and Affiliate Usage.

Ligature Ltd. shall issue Customer a License and Authorization Key document via e-mail, fax, postal mail, or courier that sets forth the specific Licensed Software and the specific number of Concurrent Authorized Users and Serial Number and Authorization Code associated with the Licensed Software (the “License and Authorization Key document”). The License and Authorization Key document is hereby incorporated by reference into this Agreement. Affiliates of Customer may use and access the Licensed Software in accordance with this Agreement. Customer is responsible for their compliance with this Agreement.

 

2.2   Licenses.

 

Single-User License.

This Section applies only to a Customer whose License and Authorization Key document issued by Ligature Ltd. specifies the “License Type” as “Single User”. A Single-User License is for a named individual who is identified as the only Authorized User.

 

Licensed Software.

Subject to the terms and conditions of this Agreement, Ligature Ltd. grants to Customer a non-assignable, non-transferable license, without the right to sublicense, to use the Licensed Software, in object-code form only, solely for Customer’s internal business, research, or any other purposes.

 

Documentation.

Subject to the terms and conditions of this Agreement, Ligature Ltd. grants to Customer a non-assignable, non-transferable license, without the right to sublicense, to use the Documentation in connection with Customer’s authorized use of the Licensed Software. Customer may not reproduce or distribute the Documentation in any manner, whether physically or electronically. Customer shall not, nor permit any third party to, make the Documentation available on any website.

 

2.3   Serial Number and Authorization Code.

 

Ligature Ltd. shall issue to Customer a Serial Number and Authorization Code in the License and Authorization Key document for each copy of the Licensed Software. Customer is entirely responsible for any and all activities that occur under Customer’s account and all charges incurred from use of the copy of the Licensed Software assigned by Serial Number and Authorization Code to.

 

2.4   Restrictions.

 

Customer shall not, nor permit any person (including any Authorized User) to: (i) reverse engineer, reverse compile, decrypt, disassemble, or otherwise attempt to derive the source code of the Licensed Software (except to the extent that this restriction is expressly prohibited by law); (ii) modify, translate, or create derivative works of the Licensed Software; (iii) sublicense, resell, rent, lease, distribute, market, commercialize, or otherwise transfer rights or usage to the Licensed Software (except as expressly permitted under this Agreement); (iv) remove, modify, or obscure any copyright notices or other proprietary notices or legends appearing on or in the Licensed Software, or any portion thereof; (v) transfer, use, or export the Licensed Software in violation of any applicable laws, rules, or regulations of any government or governmental agency; (vi) use the Licensed Software or any system services accessed through the Licensed Software to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized component; or (vii) embed the Licensed Software in any third-party applications, unless otherwise authorized in writing in advance by an officer of Ligature Ltd..

 

2.5   Ownership.

 

Ligature Ltd. is and shall retain all right, title, and interest, including all intellectual property rights, in and to the Licensed Software, Ligature Ltd. Enhancements owned by Ligature Ltd. and Documentation provided by Ligature Ltd. to Customer under this Agreement. Customer will not remove, alter, or destroy any form of copyright notice, proprietary markings, or confidential legends placed upon or contained within the Licensed Software, Ligature Ltd. Enhancements or Documentation, or any component thereof.

 

3.       TECHNICAL SUPPORT AND UPGRADES AND UPDATES.

 

3.1   Technical Support.

 

Ligature Ltd. agrees to provide Customer with technical support services which include Updates scheduled by Ligature Ltd.

For Personal, campus, pro, SMB, SOHO - email support only.

For business, enterprise, corporate-editions - email and phone support.

 

Ligature may from time to time revise or update its Products. Such updates and revisions will be supplied only to registered users. The terms of this License will also apply to updates and revisions.

 

Terms of this License contain the entire understanding between the parties and supersedes all proposals or prior agreements, verbal or written, and any other communications between parties relating to the Product.

 

4.       LIMITED WARRANTY; WARRANTY DISCLAIMER.

 

4.1   DISCLAIMER

 

NO WARRANTY IS MADE WITH RESPECT TO THE PROGRAM OR USER MANUAL AND THE PROGRAM AND USER MANUAL ARE SOLD AND DELIVERED ON AN "AS IS" BASIS. LIGATURE DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PROGRAM AND MANUAL, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

WITHOUT LIMITING THE FOREGOING, LIGATURE DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR OPERATE WITHOUT ERROR OR INTERRUPTION.

 

THE TOTAL LIABILITY OF LIGATURE AND ITS DISTRIBUTORS AND DEALERS SHALL NOT EXCEED THE PURCHASE PRICE YOU PAID FOR THE PRODUCT. REPLACEMENT OF THE PRODUCT OR REFUND OF THE PURCHASE PRICE SHALL BE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY AND ALL CLAIMS AGAINST LIGATURE, ITS DEALERS AND DISTRIBUTORS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT, WHETHER BASED ON BREACH OF WARRANTY OR IN CONTRACT, TORT OR OTHERWISE.

 

IN NO EVENT WILL LIGATURE, ITS DEALERS OR DISTRIBUTORS BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING ANY LOST PROFITS, OR LOST SAVINGS), ARISING FROM THE USE OF THE PROGRAM, OR INABILITY TO USE THE PRODUCT, EVEN IF LIGATURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIGATURE SHALL NOT BE LIABLE FOR ANY DAMAGE TO ANY DATA OR PROPERTY WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, BY USE OF THE PROGRAM NOR IS LIGATURE RESPONSIBLE FOR PROBLEMS CAUSED BY INTERACTION OF THE PROGRAM WITH OTHER SOFTWARE.

          

5.       TERM AND TERMINATION.

 

5.1   Term.

 

This Agreement shall commence on the Effective Date and shall continue in effect for 12 months, unless the quota of pages allocated to the license terms has been depleted earlier.

 

5.2   Termination.

 

Customer may terminate this Agreement at any time upon thirty (30) days’ prior written notice to Ligature Ltd.. Ligature Ltd. may terminate this Agreement immediately without notice if Customer breaches any term of this Agreement, including, without limitation, breaching the scope of the license granted or confidentiality obligations under this Agreement.

 

5.3   Effect of Expiration or Termination.

 

Upon expiration or termination of this Agreement, (i) the rights and licenses granted to Customer pursuant to this Agreement shall automatically and immediately terminate and (ii) Customer shall immediately cease using the Licensed Software. In addition, for a fixed-term License Period, upon expiration of the License Period, the Authorization Code will expire and the Licensed Software will cease to function.

 

6.       FEES AND PAYMENT.

 

6.1   Fees and Payment Terms.

 

Customer licenses the Licensed Software from Ligature Ltd.. This Agreement is between Customer and Ligature Ltd. solely. The applicable License Fee is specified on the Ligature Ltd. website or in the specific price proposal provided by Ligature Ltd. or an Authorized Reseller.

The payment terms and conditions for the License Fee payable to an Authorized Reseller are as specified by the specific Authorized Reseller. All fees paid to Ligature Ltd. are non-refundable except as explicitly permitted from time to time.

 

 

Ligature Ltd. may terminate this Agreement and/or invalidate Customer’s Serial Code and/or Authorization Code if the billing or contact information is false, fraudulent, or invalid. Customer will pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties, and any other similar taxes and duties, including penalties and interest, imposed by any United States federal, state, provincial, or local government entity or any non-U.S. government entity on the transactions contemplated by this Agreement, excluding taxes based upon Ligature Ltd.’s net income.

 

6.2   Additional Concurrent Authorized Users Fee.

 

During the License Period, Customer shall pay to Ligature Ltd. or the specific Authorized Reseller the then-current rate for any licenses for additional Concurrent Authorized Users. This fee shall be charged or invoiced to Customer on the date such additional Concurrent Authorized Users are added to Customer’s account.

 

6.3   Concurrent Authorized User Accounting.

Customer shall maintain business practices and records necessary to manage the number of Concurrent Authorized Users and compliance with the terms of this Agreement. If Ligature Ltd. determines that Customer has more Concurrent Authorized Users than Customer has paid for, Customer shall immediately pay Ligature Ltd. the applicable additional fees.

 

7.       CONFIDENTIALITY.

 

Customer and Ligature Ltd. agree to maintain the confidentiality of any confidential or proprietary information of one party (the “disclosing party”) received by the other party (the “receiving party”) during, or prior to entering into, this Agreement that the receiving party should know is considered confidential or proprietary by the disclosing party based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information (“Confidential Information”). The Licensed Software is copyrighted and shall be deemed Ligature Ltd.’s Confidential Information. The Documentation is copyrighted material of Ligature Ltd.. This section shall not apply to any information that is or becomes publicly available through no breach of this Agreement by the receiving party or is independently developed by the receiving party without access to or use of the Confidential Information of the disclosing party. The foregoing confidentiality obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable the other party to seek a protective order or otherwise limit such disclosure. The receiving party of any Confidential Information of the disclosing party agrees not to use the disclosing party’s Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party’s Confidential Information to the same degree that it takes to protect its own confidential information of similar nature (but in no event less than reasonable care). All the disclosing party’s information remains the property of the disclosing party.

 

8.       LIMITATION OF LIABILITY.

 

8.1   Consequential Damages Waiver.

 

IN NO EVENT SHALL LIGATURE LTD. HAVE ANY LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF LIGATURE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

 

9.       GENERAL.

 

Customer may not assign or transfer any of its rights under this Agreement (including its licenses with respect to the Licensed Software and Documentation) without the prior written consent of Ligature Ltd.. This Agreement will be governed by and construed in accordance with the laws of the State of Israel

 

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