End User License Agreement (EULA)
END-USER LICENSE AGREEMENT FOR OOONA SOFTWARE. IMPORTANT — READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Oona. Net Ltd. and Ooona Tools Ltd. (collectively “Ooona”) for the Ooona media localization “software as a service” tools/engines/services that accompany this EULA, which include cloud-based services, the use of computer software and may include associated media, printed materials, “online” or electronic documentation (collectively the “Software”).
YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY PURCHASING A LICENSE TO USE THE SOFTWARE AND/OR BY USING THE SOFTWARE ITSELF. IF YOU DO NOT AGREE, DO NOT PURCHASE A LICENSE TO USE THE SOFTWARE, OR USE THE SOFTWARE.
OOONA SOFTWARE LICENSE
- GRANTS OF LICENSE. Ooona grants you the rights described in this EULA provided that you comply with all terms and conditions of this EULA.
1.1. General License Grant. Ooona grants to you as an individual, a personal, non-exclusive license to use the Software for the Term (as defined below), provided that you are the only individual using the Software during the Term of the license. If you are an entity, Ooona grants to you a personal, non-exclusive license to use the Software for the Term, with access credentials for one individual user (or more as detailed in the purchased package) to use the Software within your organization at any time during the Term of the license.
1.2. You may make and use an unlimited number of copies of any documentation, provided that such copies shall be used only for personal purposes and are not to be republished or distributed (either in hard copy or electronic form) beyond your premises without Ooona’s advance written consent.
1.3. A single license for the Software may not be shared or used concurrently by multiple end users.
- RESERVATION OF RIGHTS AND OWNERSHIP. Ooona reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Ooona, or its affiliates, or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold.
- LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Software.
- CONSENT TO USE OF DATA. You agree that Ooona and its affiliates or suppliers may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software. Ooona may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you without your prior permission.
- THIRD PARTY “SOFTWARE AS A SERVICE” INTEGRATED TOOLS/ENGINES/SERVICES. The Software may contain third-party “software as a service” tools/engines/services and you may link to third party sites through use of the Software. The third-party services and sites are not under the control of Ooona and Ooona is not responsible for the contents of any third-party sites, the “software as a service” tools/engines/services offered by such third-parties, any links contained in third party sites, or any changes or updates to third party sites or services. Ooona is not responsible for the data output, or any other form of transmission, received from such third-party site/engines/services. Ooona provides these integrated services and/or links to third party tools/engines/services to you only as a convenience, and the inclusion of any integrated services or links does not imply an endorsement by Ooona of the third- party tools/engines/services or site. Ooona may, from time to time in its sole discretion, add to, or delete, any offered third-party “software as a service” tools/engines/services. The purchase of a license to use any Ooona product, or service, does not entail a right, or license, to use any specific third-party “software as a service” tools/engines/services. Any such software, or service, is provided for your use as a convenience and your use of such third-party “software as a service” tools/engines/services is subject to the terms and conditions of any license agreement contained in that third-party site or related to such tools/engines/services. To the extent that no such terms and conditions are contained in that third-party site or tools/engines/services, then the terms and conditions of this EULA shall nevertheless apply to your use of such third-party software, mutatis mutandis, with the third-party in place of Ooona as the software licensor of such “software as a service” tools/engines/services. Ooona shall be a third-party beneficiary of any liability limitations contained in such third-party EULA as if Ooona itself was the licensor of such software. For your conveniences, a link to the third-party EULA’s of certain of the third-party service providers is contained in the link below. The link is provided as a convenience only and Ooona is not under any liability to update the link. In the event of any contradiction between the third-party EULA’s provided in the link and the third-party’s updated EULA, the updated terms of the third-party’s EULA shall prevail.
- CREDITS TO USE THIRD PARTY SERVICES/TOOLS/ENGINES. As an additional service to Ooona customers, credits may be purchased in the on-line Ooona shop for you to fill a virtual “wallet” to be used by you to make payment for any of the third-party services that you access and use via the Software and if permitted at such time, may also be used to purchase Ooona products/services. The purchase and use of such credits/your wallet is subject to the following terms and conditions:
6.1. Subject to applicable laws, the purchase of credits is irrevocable and non-refundable.
6.2. Prior to the first-time use of any particular third-party “software as a service” tool/engine/service, a pop-up notification detailing the cost of using such tool/engine/service will be displayed.
6.3. By using such tool/engine/service or Ooona product/service, you irrevocably consent to having the cost of using the tool/engine/product/service deducted from your wallet and the credit balance in your wallet shall be reduced accordingly.
6.4. If you have an insufficient number of credits in your wallet to pay for the third-party tool/engine/service, then the third-party tool/engine/service will not operate, and you will receive a prompt to purchase credits from the Ooona on-line shop.
6.5. Following the deduction of credits from your virtual wallet, payment to the third-party provider of the tool/engine/service which you used shall be made by Ooona on your behalf in accordance with the payment terms agreed between Ooona and the third-party provider. Ooona may be entitled to a commission, or other payment, from the third-party provider, but this will be resolved between Ooona and the third-party service provider without any additional deduction of credits from your wallet.
6.6. Ooona endeavors to protect the confidentiality of its users. By making use of third-party tools/engines/services accessed via the Software, you hereby consent to Ooona sharing with the third-party service provider such information that is needed for billing purposes and/or to improve the tool/engine/service, all to the extent required, if required.
6.7. If you encounter any problem using a third-party tool/engine/service accessed via the Software, Ooona shall be the primary point of contact for resolving such problem. You may contact Ooona at: Ooona, Attn. email@example.com. Nevertheless, Ooona reserves the right to refer you to the customer support team of the third-party provider of the tool/engine/service and Ooona itself is not ultimately responsible for resolving any such problem.
- ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, or cloud based services components, of the Software that Ooona may provide to you or make available to you after the date you initially purchase a use license, or otherwise subscribe to our Software. Unless we provide other terms along with the update, supplement, add-on component, or cloud based services component, Ooona reserves the right to discontinue any cloud based services provided to you or made available to you through the use of the Software.
- TERM AND TERMINATION. The Software is licensed to you only for the limited period detailed in the conditions of your on-line purchase and if no period is detailed in such purchase conditions, a default limited period of ten (10) days from the purchase date shall apply (the “Term”). Without prejudice to any other rights, Ooona may terminate this EULA if you fail to comply with the terms and conditions of this EULA.
- LIMITED WARRANTY FOR SOFTWARE. Ooona warrants that for the Term the Software will perform substantially in accordance with the accompanying materials. If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY.
- LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Ooona, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet Ooona’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 12 (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction.
- YOUR EXCLUSIVE REMEDY. Ooona’s entire liability and your exclusive remedy for any breach of this Limited Warranty, or for any other breach of this EULA, or for any other liability relating to the Software shall be, at Ooona’s option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the license or use of the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty. You will receive the remedy elected by Ooona without charge, except that you are responsible for any expenses you may incur. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Ooona will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Ooona’s warranty remedy procedures. To exercise your remedy, contact: Ooona, Attn. firstname.lastname@example.org.
- DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OOONA, ITS AFFILIATES AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
- EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OOONA, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF, OR FAILURE TO PROVIDE, SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF OOONA OR ANY SUPPLIER, AND EVEN IF OOONA OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF OOONA, ITS AFFILIATES AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY OOONA WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSE OR USE OF THE SOFTWARE, OR US$10.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 9, 10 and 11) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
- APPLICABLE LAW. Subject to any cognitive provision of applicable law that is not subject to election, this EULA is governed by the laws of the State of Israel without reference to its conflicts of law provisions.
- ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Software) are the entire agreement between you and Ooona relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA.
- EXCLUSION OF ALL OTHER TERMS – To the maximum extent permitted by applicable law and subject to the limited guarantee above, Ooona disclaims all warranties, conditions and other terms, either express or implied (whether by statute, common law, collaterally or otherwise) including but not limited to implied warranties of satisfactory quality and fitness for particular purpose with respect to the Software and the written materials that accompany the Software. Any implied warranties that cannot be excluded are limited to 30 days or to the shortest period permitted by applicable law, whichever is greater.
- Should you have any questions concerning this EULA, or if you desire to contact Ooona for any reason, please contact Ooona on the World Wide Web at http://www.Ooona.net.