End User License Agreement

IMPORTANT – READ CAREFULLY

This end user License agreement (“agreement”) is a legal contract between EasyCMM Ltd. (“Licensor”) and you, the individual or legal entity accepting this agreement (“Licensee”). This agreement governs your use of the EasyCMM Software and any related documentation (collectively the “Software”).

“Software” means EasyCMM’s proprietary Software products, including Mediator and Mapper, in object code form, together with any updates, enhancements and documentation supplied by EasyCMM. “License Term” means the period during which Licensee is authorized to use the Software under this Agreement, as specified for each product below.

By downloading, installing, or using the Software, you confirm that you have read, understood, and agree to be bound by the terms of this agreement. If you do not accept these terms, you may not install, use or distribute the Software, nor convey it to any third party.

  1. License.
    Licensor hereby grants you a limited, non-exclusive, non-transferable, non-assignable, revocable License (“License”) to use the Software during the applicable License Term (Perpetual for Mediator, Time-limited for Mapper) in accordance with this agreement.
    1. Mediator (Perpetual License + Support).
      1. Scope. Mediator is Licensed on a perpetual basis to the machine/dongle designated by the License key.
      2. Support & Maintenance. Each Mediator License includes twelve (12) months of Support and Maintenance (“Maintenance”) starting on the delivery/activation date. Annual renewal is optional, but access to future updates/upgrades, new controller integrations, and License transfer entitlements is available only while Maintenance is active.
      3. Post-Maintenance Use. If Maintenance is not renewed, Licensee may continue to use the currently installed version of Mediator perpetually, subject to this Agreement, without entitlement to updates/upgrades or new License files.
    2. Mapper (Day-Based Rental).
      1. Scope. Mapper is Licensed on a time-limited, day-based rental. The License Term equals the number of rented calendar days.
      2. Term Start & Expiry. The License Term begins upon first activation of the License key (or on the start date specified in the Order) and expires automatically at the end of the rented period without further notice. Unused days do not accrue or carry over.
      3. Controls. Licensee shall not circumvent or tamper with License/usage controls, including clock manipulation.
      4. Updates. Updates are provided only during the active License Term.
  2. Title & Ownership.
    The Licensor retains all ownership and intellectual property rights in the Software. This includes, without limitation, copyrights, trade secrets, trademarks, tradenames, design rights, inventions, source code, algorithms, patents (including applications, continuations and re-issuances), know how, and all improvements, derivatives, modifications, discoveries and goodwill. These rights apply whether registered or not, existing now or developed in the future and, extend to the Software’s code, binary code, user guides, documentation, related services and support (subject to a Maintenance service agreement). Nothing in this agreement shall be construed as a waiver of EasyCMM’s intellectual property rights under any law.
  3. Prohibited Uses.
    You may not and may not allow others to (1) modify, adapt, or merge the Software; (2) sell, License (or sub-License), lease, assign, transfer, pledge, or share your rights with anyone else; (3) copy, disassemble, decompile, reverse engineer, revise or enhance the Software, or otherwise translate or attempt to discover the Software’s source code; (4) place the Software onto a public server or otherwise make it accessible via a network; or (5) use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy of the Software if it is destroyed or becomes defective.

    Any modifications or derivative works of the Software are and shall remain the sole property of EasyCMM. You agree to take all actions necessary to confirm EasyCMM’s ownership of such works.
  4. Limited Warranty.
    EasyCMM warrants that, for thirty (30) days from delivery or for the duration of an active Maintenance (Mediator) or License Term (Mapper), whichever is longer, the Software will perform in substantial compliance with the user guide, provided that it is used on the computer hardware and operating system for which it was designed (the “warranty”). The warranty does not cover: (i) insignificant defects that can be easily corrected and will not show up as a performance defect; (ii) defects discovered in Software that has been modified, altered, or enhanced without EasyCMM’s prior consent; and (iii) other damage caused by abuse, misuse, neglect, improper storage, or unauthorized repair or installation.

    If a significant error is discovered during the Warranty Period, your sole remedy is for EasyCMM to make reasonable efforts to provide a correction for the error, free of charge. Warranty claims shall be submitted in writing within seven (7) days of observing the defect.
  5. Activation & License Management.
    The Software may require online or offline activation and may transmit minimal technical data (License key, version, OS, hardware ID, IP) to EasyCMM solely to activate, validate, and enforce the License and to deliver updates while Maintenance (Mediator) or the License Term (Mapper) is active. The Software does not collect measurement data or access user files.
  6. Support.
    EasyCMM will provide online support via email (support@easycmm.com). EasyCMM is committed to respond to any support request within 24 hours from the moment the user sent the request. Online support can be given using instant messaging.
  7. Warranty Disclaimer.
    EasyCMM does not guarantee (1) that the Software will meet your requirements or that its operation will be uninterrupted, timely, or error-free, or (2) that the Software, or the server that makes the Software available, or any electronic communication sent by EasyCMM to you are free of viruses, adware, malware and/or other harmful content, or (3) the full functionality, accuracy, or reliability of the results obtained by you through the Software.

    To the extent allowed by law, EasyCMM expressly disclaims all express warranties not stated herein and all implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
  8. Consequential Damages.
    The Software is complex and may not be completely error-free. Except in respect of death or personal injury caused by EasyCMM’s negligence, EasyCMM shall not be liable (whether under contract, tort (including negligence) or otherwise) to you, the users of the Software, services or supporter of any third party, for any loss or damage (including indirect, special, punitive or consequential damages), including, without limitation, any loss or damage to business earnings, lost profits or goodwill and lost or damaged data or documentation, suffered by any person, arising from and/or related with and/or connected to any use of the Software, or the services, or the support even if EasyCMM is advised of the possibility of such damages.
  9. Limitation of Liability.
    In the event that, notwithstanding the terms of this agreement, EasyCMM is found liable for damages, its total liability (whether under contract, tort (including negligence) or otherwise) shall be limited to the purchase price, actually paid by you to EasyCMM, for the Software.
  10. Confidentiality.
    You acknowledge that the Software, services and support includes and constitutes the confidential information of EasyCMM, and agree to maintain the same in the strictest confidence. You further agree not to, at any time, directly or indirectly, use or assist others in using, any part of the Software, the services and/or the support to design, develop or manufacture any product which is the same as or similar to the Software.
  11. Termination.
    Failure to comply with the terms of this agreement shall terminate your License and this agreement. Upon termination of this agreement by EasyCMM: (1) the License granted to you in this agreement shall immediately expire and you shall immediately discontinue all further use of the Software; and (2) you shall promptly return to EasyCMM all tangible property representing EasyCMM’s intellectual property rights and all copies thereof and/or shall erase/delete any such information held by you in electronic form. Sections 2 (Title and Ownership), 7 (Warranty Disclaimer), 8 (Consequential Damages), 9 (Limitation of Liability), 10 (Confidentiality), 12 (Severability) and 13 (Governing Law and Jurisdiction) shall survive any termination of this agreement.
  12. Severability.
    If any part of this agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of this agreement and shall not affect the validity and enforceability of any of the remaining provisions of this agreement. In such cases, the rest of the agreement shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
  13. Governing Law & Jurisdiction.
    This agreement is governed by the laws of the state of Israel, and the competent courts in Tel Aviv-Jaffa shall have exclusive jurisdiction in any conflict or dispute arising out of this agreement, provided however that EasyCMM shall be entitled to seek injunctive relief in any other jurisdiction.
  14. Assignment.
    EasyCMM reserves the right to transfer, assign, subLicense or pledge this agreement, at its sole discretion. You may not transfer, assign, subLicense or pledge in any manner whatsoever any of your rights or obligations under this agreement, without the prior written consent of EasyCMM.
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