End User License Agreement

Disclaimer

By purchasing Shield UI Ltd's software you are agreeing to the below listed terms and conditions:

NOTE: PLEASE GET FAMILIAR WITH THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ANY ATTEMPTS TO DOWNLOAD AND/OR USE ANY DOCUMENTATION, SOFTWARE AND/OR OTHER OFFERINGS AND MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE. THIS AGREEMENT REPRESENTS A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY THAT YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND SHIELD UI LTD. (“Shield UI” or “Licensor”). PLEASE CHECK THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AT THE BOTTOM OF THIS AGREEMENT IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CHECKING THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY SHIELD UI THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.

This is not an agreement for sale but a license agreement:

1. Software License

According to the terms of this Agreement, Shield UI Ltd. grants to You the following limited, non–exclusive, non–transferable license (the “License”) to use the Shield UI Ltd. computer software identified and any updates, modifications, upgrades and corrections of errors provided to you by Shield UI (the “Programs”) and the corresponding documentation (the “Documentation” and, together with the Programs, the “Software”) as set forth below. You are granted either a Trial License pursuant to Section 1.1 or a Commercial License with Updates and Support pursuant to Section 1.2. Which version of the License applies (i.e., Trial License or Commercial License with Updates and Support) is determined at the time of the License purchase.

For purposes of this Agreement:

“Your Integrated Products” are limited to those software applications which: (i) are developed by Your Licensed Developers; (ii) add substantial functionality beyond the functionality provided by the incorporated components of the Software; and (iii) are not commercial alternatives for, or competitive in the marketplace with, the Software or any components of the Software.

“Licensed Developers” (i) are limited to the number of Your employees or contractors authorized by You to use the Software to develop software specifically for You and (ii) must correspond to the maximum number of seats You have purchased from Shield UI hereunder. This means that, at any given time, the number of Licensed Developers cannot exceed the number of seats that You have purchased from Shield UI and for which you have paid Shield UI all applicable License Fees pursuant to this Agreement. The Software is in “use” on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk or other storage device). Your Licensed Developers can install the Software on multiple computers, so long as the Software is not being used simultaneously for development purposes at any given time by more Licensed Developers than You have seats.

1.1 Trial License

1.1.1 License Grant

If You download the free Trial License, then, subject to the terms and conditions set forth in this agreement, Licensor hereby grants to Licensee and Licensee hereby accepts a license to use the Software for the sole purpose of evaluating its functionality and performance. You are not allowed to integrate the Software into end products or use it for any commercial, productive or training purpose. You may not redistribute the Software. The term of the Trial License shall be 30 days. If you wish to continue using the Software beyond expiration of the Trial License, you must purchase the applicable commercial license.

1.1.2 Support

Support for trial evaluation software will be conducted through submitted e-mail requests (by following a specific link)

1.1.3 Updates

You may receive minor updates (if available) for the Software version under your evaluating. You are not eligible to receive major updates (i.e. major revisions to or new versions of the Software) for the Software under your evaluation. The Software updates replace and/or supplement (and may disable) the version of the Software that formed the basis for Your eligibility for the update. The updated Software can only be used according to the terms of this Trial License.

1.1.4 Warranty

THE TRIAL VERSION OF THE SOFTWARE IS LICENSED ‘AS IS’. YOU TAKE THE RISK OF USING IT. SHIELD UI GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, SHIELD UI EXCLUDES THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

1.2 Commercial License with Updates and Support

In case you purchase a Commercial License with Updates and Support You will receive minor and major updates for the Software as well as the Standard support package, described in further detail below.

1.2.2 Support

During the Subscription Period, You are entitled to a specific support package as described for each product here.

Standard Support package

During the first twelve (12) months after delivery date Licensee has full access to Shield UI’s online support service.
Licensee shall also free of charge have the right to receive one (1) hour of technical support during the first twelve (12) months after delivery date.
Technical support is limited to e-mail support from Shield UI’s offices, unless the Parties specifically agrees otherwise. Shield UI will upon Licensee’s request investigate erroneous behavior of Software; and when possible suggest corrective or work-around solutions to the problems. Shield UI shall commence the work as soon as possible, but not later than 24 hours after such request is received.
Shield UI will support the last versions of the Software for one year after release of current version.
Shield UI shall however, at all times support versions of the Software that are released within 1 year from purchase.

1.2.2.1 Support Package Fair Usage Policy

Shield UI may terminate or limit Your access to any or all of the support services in case Shield UI determines the support services, in its sole and reasonable discretion, to be excessive in its nature.

1.2.3 Updates

During the Subscription Period, You will be eligible to receive all major and minor updates for the version of the Software that you purchased license for. Updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility for the update. You may use the resulting updated Software only in accordance with the terms of this License.

1.3 Non-commercial Version License

To qualify for a Non-Commercial Version License, You must (1) use the Software for non-commercial purposes as defined herein and be a Non-Commercial Entity as defined herein, or (2) be an University User as defined herein, or (3) be an Excluded Contractor as defined herein.

The term "Non-Commercial Entity" is limited to the following: university or other educational institutions (such as pre-schools, elementary schools, middle or junior high schools, high schools, and community or junior colleges), non-profit organizations (such as public libraries, charities, and other organizations created for the promotion of social welfare), "University Users", and other individual users who use the Software for personal use (such as connecting to an Internet Service Provider for personal use, hobby, recreational, or educational purposes). The term "University Users" is limited to students, faculty members, researchers, administrators, support staff, and employees of a university when acting in this capacity. The term "Excluded Contractor" is limited to independent, solo contractors while performing work for a Non-Commercial Entity, such as a university or other educational institution in an individual capacity. If You qualify for a Non-Commercial Version License, You may use the Software free of charge. Shield UI reserves the right to further clarify the terms Non - Commercial Entity, University Users and Excluded Contractor at its sole determination.

If You do not qualify for a Non-Commercial Version License, then You should discontinue the downloading or installation process and purchase a Commercial Use License or obtain an Evaluation License.

For the avoidance of doubt, the following are considered examples of commercial uses of the Software:

(1) use at or for a commercial enterprise;
(2) use for financial gain, personal or otherwise;
(3) use by government agencies;
(4) use by a telecommunication or Internet service provider company;
(5) use at home or while traveling for work for which You will be paid;
(6) use in connection with administering a commercial web site;
(7) use in connection with the provision of professional service for which You are compensated (including paid system administration);
(8) bundling or integrating the Software with any hardware product or another software product for commercial.

Shield UI and/or its licensors reserve all rights not expressly granted to You herein. This license is not a sale of the Software or any copy of the Software. The Software contains valuable trade secrets of Shield UI and its licensors. All worldwide ownership of and all rights, titles and interests in and to the Software, and all copies and portions of the Software, including without limitation, all intellectual property rights therein and thereto, are and will remain exclusively with Shield UI. The Software is protected, among other ways, by the copyright laws of the United States and international copyright treaties. All rights not expressly granted herein are retained by Shield UI and its licensors.

1.3.1 User Restrictions

(i) use the Software, except under the terms listed above;

(ii) modify, translate, reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or discover the source code from the binaries of the Software, except to the extent applicable laws specifically prohibit such restriction and except that You may create patches, bug fixes or additional features and bundle or distribute the Software with certain operation systems as specified above;

(iii) create derivative works based on the Software (e.g. incorporating the Software in a commercial product or service without a proper license), except that You may create patches, bug fixes and additional features and bundle or distribute the Software with certain operating
systems as specified above;

(iv) copy the Software (except for making modifications and derivative works for non-commercial purposes as specified above);

(v) rent, lease, sublicense, convey, distribute or otherwise transfer rights to the Software;

(vi) remove any product identification, copyright, proprietary notices or labels from the Software; or

(vii) use any Shield UI trademarks in any manner other than their presence within Your copy of the Software without written permission of Shield UI.

Any and all copies made by You as permitted hereunder must contain all of the original Software's copyright, trademark and other proprietary notices and marks.

1.3.2 Maintenance, Support and Updates

Shield UI is under no obligation to maintain or support or update the Software in any way, or to provide updates or error corrections for the non-commercial version license.

2. License Options for Redistribution

2.1 Redistribution under Commercial License.

In case you have purchased a Commercial License, You may distribute the Programs as embedded in Your Integrated Products to Your end-users only pursuant to an end-user license that meets the requirements of this Section. Note that you are not granted permission to distribute the Software pursuant to this Section: as a standalone product or as a part of any product other than Your Integrated Product. Your end-user license agreement must: prohibit distribution of the Software by Your Authorized End Users; limit the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibit any attempt to disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Software. In case Your Authorized End-Users are in compliance with their license agreements with You, any sublicenses to use the Software granted by You to Your Authorized End-Users will survive any termination of this Agreement or the License set forth herein between You and Shield UI. Note that you are not allowed to, and are expressly prohibited from granting Your Authorized End-Users any right to further sublicense the Software.

3. OEM License end-user agreement

3.1 General Use

As long as the Licensee complies with the terms of this End User License Agreement (the "Agreement"), the Licensor grants the Licensee a non-exclusive right to install and Use the Software for the purposes described in the Documentation under the following conditions:

NOTE: Deployment of the Software is dependent on the number of developers and systems that will be involved in a project. For a custom quote please contact us at customerservice@shieldui.com

The Software purchased through an OEM License may be incorporated into software and hardware sold by the Licensee, to end users and 3rd developers.
OEM License cannot be used by the Licensee to develop a software application that would compete with products marketed by the Licensor.
The Licensee or his manufacturing and service partners may reproduce and physically or electronically distribute the Software only as an integral part of or incorporated in their software or hardware product.
The OEM License entitles the Licensee to the unlimited redistribution of the Licensor's software as a part of his (commercial software included). The License is royalty-free, i.e. the Licensee does not need to pay a fee per every order of his product he incorporates the Licensor's technology into.
Licensee agrees to not redistribute or make publicly available any license key received from Shield UI
The OEM License doesn't include any rights on the Source Code (machine code) of the Software.
This License doesn't include re-distribution or customization rights on the Software GUI which you can see in the free version of the Software downloadable from online. So, the Licensor will have to write their own interface if that is needed for their project.

3.2 OEM Intellectual Property Rights

This License does not transmit any intellectual rights on the Software. The Software and any copies that the Licensee is authorized by the Licensor to make are the intellectual property of and are owned by the Licensor and its suppliers.
The Software is protected by copyright, including without limitation by Copyright Law and international treaty provisions.
Any copies that the Licensee is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.
The structure, organization and code of the Software are the valuable trade secrets and confidential information of the Licensor and its suppliers. The Licensee agrees not to decompile, disassemble or otherwise attempt to discover the source code of the Software.
Any attempts to reverse-engineer, copy, clone, modify or alter in any way the installer program without the Licensor specific approval are strictly prohibited. The Licensee is not authorized to use any plug-in or enhancement that permits to save modifications to a file with software licensed and distributed by the Licensor.
Any information supplied by the Licensor or obtained by the Licensee, as permitted hereunder, may only be used by the Licensee for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software.
Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give the Licensee any rights of ownership in that trademark.

3.3 License Transfer

This License is non-transferable. The Licensee may not transfer the rights to Use the Software to third parties (another person or legal entity).
The Licensee may not rent, lease, sublicense, lend or transfer any versions or copies of the Software to third parties (another person or legal entity).
The Licensee may make a backup copy of the Software, provided a backup copy is not installed or used on any system not belonging to the Licensee. The Licensee may not transfer the rights to install or use a backup copy of the Software to third parties (another person or legal entity).

3.4 Update Policy

Dependent on number of developers and end-user type.

3.5 Limitation of Liability

In no event will the Licensor or its suppliers be liable for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if the Licensor has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party.

In no event will the Licensee be liable to the Licensor on condition that the Licensee complies with all terms and conditions stated in this License.

3.6 Non- waiver

If a portion of this agreement is held unenforceable, the remainder shall be valid. It means that if one section of the Agreement is not lawful, the rest of the Agreement is still in force. A party's failure to exercise any right under this Agreement will not constitute a waiver of (a) any other terms or conditions of this Agreement, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this Agreement.

4. No Trademark License

Note that You are prohibitied to use the Shield UI product logos, names or slogans to market Your Integrated Product.

5. Delivery

A master copy of the Software will be made by Shield UI to be available for download by Licensee in electronic files only.

6. Updates

The parties of this license agreement accept that updates that are provided to You as part of this Agreement may include new software products subject to additional conditions and terms. These additional conditions and terms must be accepted by You at the time You download such new products. In case that You do not agree to these additional terms and conditions, the new products shall not be downloaded by you. In case there is a conflict between the terms and conditions of this Agreement and the terms and conditions applicable to any new product, which is available to You as part of any updates, should rule the terms and conditions of this Agreement.

7. Term and Termination

This Agreement and the License granted will continue until terminated according to this Section. Unless prohibited otherwise by law, and without prejudice to Shield UI’s other rights or remedies, Shield UI reserves the right to terminate this Agreement and the granted License immediately in case you breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of receipt of notice from Shield UI. In the case Agreement termination, all Licenses granted to You shall be automatically terminated and You should stop immediately use and distribution of the Software; provided that any sublicenses granted to Your Authorized End-Users in accordance with Section 2 shall survive such termination. You are also entitled to destroy (i) all copies of the Software not integrated into a live, functioning instance(s) of Your Integrated Product(s) already installed, implemented and deployed for your Authorized End-User(s), and (ii) any product and company logos provided by Shield UI which are connection with this Agreement.

8. Product Discontinuance

Shield UI preserves the right to discontinue the Software or any component of the Software, no matter if it is offered as a separate product or as a component, at any time. Shield UI is obligated to provide support according to the terms described and set in this Agreement for all discontinued Software or components for one year period (1) after the date of discontinuance.

9. Intellectual Property

Take into consideration that all title and ownership right regarding the Software (including, but not limited to any images, photographs, animations, video, audio, music, or text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of Shield UI that are used in connection with the Software are owned by Shield UI and its licensors. Please, consider the fact that all title and intellectual property rights regarding the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement bans you from using such content.

10. Limited Warranty

Shield UI warrants You that the Software will perform substantially according to the accompanying written materials for a period of ninety (90) days after the date on which You purchase the License for the Software. Shield UI neither does provide guarantee that the use of the Software will be uninterrupted and free of errors at all times and in all circumstances, nor that error of program will be corrected. This limited warranty is not applicable to any failures resulting from (i) machine error, (ii) Your failure to follow instructions for operations, (iii) accident or negligence, or (iv) modifications to the Software conducted by any person or entity different from Shield UI. In the event of a breach of warranty, Your sole and exclusive remedy and Shield UI’s sole and exclusive obligation, is repair of all or any portion of the Software. In case that such a remedy fails in its main purpose, Shield UI’s maximum liability and Licensee’s sole remedy will be a refund of the purchase price paid only for the defective Software. This limited warranty is applicable and valid ONLY if Shield UI receives written notice of breach of warranty in the period of (30) days after expiration of the warranty period. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, SHIELD UI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability

According to the ultimate extent accepted by the law applicable, in no event will Shield UI be liable for any special, indirect, incidental, or consequential damages that arouse due to use of or inability to use the Software, including (without exceptions) damages for lost goodwill, stoppage of work, failure or malfunction of computer, or any and all other damages or losses of commercial nature, regardless of equitable or legal theory (contract, tort or otherwise) upon which is based the claim. In any case, Shield UI 's complete liability under any provision of this agreement should not exceed in its aggregate the sum of the license fees paid to Shield UI by the Licensee for the Software giving rise to such damages notwithstanding any failure of essential purpose of any limited remedy. The exclusion or limitation of incidental or consequential damages is not allowed by some jurisdictions, which means this exclusion and limitation may not be applicable. Shield UI does not hold responsibility for any arisen liability out of content provided by Licensee or a third party, which is accessed through the Software and/or any other materials that are linked through such content. Any data which is included in the Software upon shipment from Shield UI is for testing use only, meaning that Shield UI hereby disclaims any and all liability therefrom arising.

12. Indemnity

You agree to indemnify and defend Shield UI and its resellers against and from any and all claims, lawsuits and proceedings (collectively called “Claims”),including all expenses, costs ( also attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or are caused by (i) Your use of the Software in violation of this Agreement, (ii) the use or distribution of Your Integrated Product.

13. Confidentiality

Except stated otherwise, each party undertakes expressly to retain confidentially all information and know-how that is disclosed to the other that the disclosing party has identified as proprietary and/or confidential in its nature or that, by the nature of the surrounding circumstances the disclosure, should be treated as confidential and proprietary in good faith , and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party should have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information confidentially; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the party disclosing this onfomraion. Furthermore, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Each party’s obligations under this Section 12 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided that trade secrets shall be maintained as such until falling into the public domain.

14. Governing Law

This Agreement will be governed by the Uniform Computer Information Transactions Act and the United Nations Convention for the International Sale of Goods.

15. Entire Agreement

This Agreement constitutes our entire agreement regarding the Software and supersedes and substitutes any prior communications connected with the Software. You agree that You are not relying on any representation or obligation other than the ones stated in this Agreement. Purchase order or other applicable Licensee document , should be used entirely for administrative convenience and all terms and conditions stated shall be considered void and of no effect unless otherwise agreed to in written form by both parties.

16. No Assignment

You may not sub-license, assign, or transfer this Agreement, or any rights or obligations under it, without Shield UI’s prior written permission.

17. Survival

Sections 1.3, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 shall survive the termination or expiration of this Agreement. For avoidance of doubt, any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, in its nature is intended to survive shall remain in effect following any termination or expiration of the Agreement.

18. Severability

In case a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in its full force and effect as to the remaining provisions.

19. Force Majeure

Neither party shall be deemed in default of this Agreement if delay or failure in performing is caused by an act of God, flood, fire severe and unexpected weather conditions, shortage of material or unavailability of transportation, government ordinance, laws, restrictions, war or civil disorder, or any other regulations or cases which are beyond the reasonable control of such party.

20. Export Classifications

Shield UI fully complies with all export restrictions imposed by the European Union. You expressly agree not to re-export or export Shield UI's Software or Your Integrated Product to any country, person, entity or end user that is subject to EU export restrictions. You specifically agree not to export, re-export, or transfer the Software to any country to which the EU has imposed restrictions to the export of goods or services, or to any national of any such country, no matter of its location, who intends to transmit or transport the products back to such country, or to any person or entity who has been banned from participating in EU export transactions. You warrant and represent that the EU Export Administration nor any other agency has suspended, revoked or denied your export privileges.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN SHIELD UI AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.