END USER LICENSE AGREEMENT
Last Updated: 2/4/2020
USER AGREEMENT FOR VOTIRO CYBERSEC LTD. (VOTIRO) TECHNOLOGY
This User Agreement (the “Agreement“) is between Votiro Cybersec Ltd. (“Votiro”) and you – (i) the legal entity identified by the details specified on the Form (the “Organization”) or (ii) an individual (employee or otherwise, hereinafter: “User”) designated by the Organization to use the Product, the SaaS or the Support Services, for or on behalf of the Organization. The terms “you” and “your” will collectively apply to such Organization and User.
By executing the form or installing or otherwise using the PRODUCT or THE saas, YOU acknowledge that you havE read this Agreement, that YOU understand it, and that YOU agree to be bound by the terms herein. If YOU do not agree to any of the terms of this Agreement, you MAY NOT install or use the PRODUCT or the saas IN ANY MANNER WHATSOEVER.
As used in this Agreement, the following terms will have the meanings set forth below:
“Advance Payment” means as set forth in the Form.
“Documentation” means all explanatory materials and any documentation related to the Product or the SaaS (as the case may be) including, without limitation, any description of the Product or the SaaS, their specification, description of properties, control or interface in which the Product or the SaaS is used, a manual or installation handbook of the Product or the SaaS or any description of the correct use of the Product or the SaaS.
“Effective Date” means the date which you first installed the Product, subscribed to the SaaS, or received the Support Services (whichever is earlier).
“Equipment” means the overall hardware devices (if any) provided to you under this Agreement, as a whole (or any part thereof), as well as each of their components.
“Fees” means the fees, charges and payments set forth in the Form.
“Form” means the duly executed online or hardcopy order form or purchase order, specifying the Organization’s details and identifying the particular Software to which a license, a “POC” trial, an evaluation or a subscription to the SaaS, is sought.
“Microsoft” means the Microsoft Corporation.
“MS Software” means Microsoft software products, including Microsoft Exchange, incorporated in or used with the Product or the SaaS.
“Product” means all of the following: (i) the Equipment (if any) provided to you under this Agreement; and (ii) the Software.
“SaaS” means Votiro’s subscription-based cloud service for data security, as well as any Documentation. Any reference to the term SaaS includes the SaaS as a whole and each of its components (or any part thereof).
“Software” means: (i) Votiro’s computer software, firmware and middleware, as well as any improvements, modifications, enhancements, bug fixes, updates, upgrades and future versions thereto if and to the extent Votiro makes available to you; and (ii) any other content of disks, CD-ROM, DVD medium, e-mail reports and all their attachments, if any, related to this Agreement; and (iii) the Documentation. Any reference to the term Software includes the Software as a whole and each of its components (or any part thereof).
“Subscription Period” means the period commencing on the Effective Date and continuing for as long as the Organization is actually paying Votiro the applicable SaaS subscription fee, unless terminated earlier by the Organization or Votiro pursuant to the termination provisions herein.
“Support Services” means the maintenance and support services regarding the Product, as provided by Votiro during the term of the Warranty Period, in exchange for the applicable support fees – as detailed in the section below titled “Support Services”.
“Third Party License” means a license agreement governing a particular Third Party Code.
“Third Party Code” means software programs, firmware and middleware licensed by third parties, and not Votiro.
“Warranty Period” means the period commencing on the Effective Date and ending upon one year thereafter (or upon termination of this Agreement, whichever is earlier). However, if the Organization pays Votiro for the support fees applicable following the first anniversary of the Effective Date, the Warranty Period shall continue until the Organization ceases to pay Votiro for the applicable support fees.
LICENSE TO THE SOFTWARE
This section applies only if and to the extent the Form expressly indicates that you have procured a license to the Software.
Subject to the terms and conditions of this Agreement, upon the Organization’s payment of the Advance Payment and subject to the Organization’s full payment of all applicable Fees specified in the Form, Votiro grants you a limited, non-transferable, non-exclusive, non-assignable, revocable, non-sublicense-able license to install and use the Software as of the Effective Date, strictly internally within the Organization.
ACCESS TO SAAS
This section applies only if and to the extent the Form expressly indicates that you have procured a subscription to the SaaS.
Subject to the terms and conditions of this Agreement and to the Organization’s full payment of the Fees as specified in the Form, Votiro grants you a limited, non-transferable, non-exclusive, non-assignable, revocable, non-sublicense-able right to use the SaaS during the Subscription Period, strictly internally within the Organization.
PROOF-OF-CONCEPT / EVALUATION TRIAL
This section applies in lieu of the above sections (“LICENSE TO THE SOFTWARE” and “ACCESS TO SAAS”) only if and to the extent the Form or other written confirmation from Votiro expressly indicates that you are provided with a POC trial or evaluation access or license to the Software.
Subject to the terms and conditions of this Agreement, you may use the Software or SaaS (whichever is indicated in the Form or otherwise confirmed by Votiro), without charge, strictly for you Organization’s internal use, for non-commercial proof-of-concept evaluation purposes only and for the limited thirty (30) day period from the Effective Date, or any other period expressly agreed to in writing by Votiro (the “Trial Period”). Your right to use the Software or SaaS (as applicable) as provided in this section is non-transferable, non-exclusive, non-assignable, revocable and non-sublicense-able.
Upon the elapse of the Trial Period, this Agreement will automatically terminate, unless, prior to such termination, you procure a license to the Software or subscription to the SaaS, through an order Form, in which case the above sections (“LICENSE TO THE SOFTWARE” or “ACCESS TO SAAS”), as applicable, will then enter into force in lieu of this section.
The Product and the SaaS may contain or use MS Software, including Microsoft Exchange.
MS Software is not fault tolerant and is not guaranteed to be error free or to operate uninterrupted.
You shall not use MS Software in any application or situation where the MS Software failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). High Risk Use does not include utilization of Products for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. You agree to indemnify and hold harmless Microsoft from any third party claim arising out of your use of the MS Software incorporated in the Product or the SaaS in connection with any High Risk Use.
Though Votiro uses efforts to ensure the availability of the access to its SaaS and Support Services (if applicable), as well as the proper operation of the Product, you acknowledge and agree that there may be times when the SaaS or Support Service will not be available or when the Product will not operate properly. It is therefore agreed that Votiro shall not be liable for any unavailability of the SaaS or Support Service, or for the improper operation of the Product, and you hereby waive any claims regarding such eventualities.
In order to use the Product or the SaaS (as applicable), you will need certain hardware, software and facilities, as you may be instructed by Votiro. You may not be able to use the Product or the SaaS (as applicable), if you do not have the necessary hardware, software and facilities.
You must not use the Product, the SaaS or the MS Software (as applicable) in any manner or for any purpose that: (i) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism or any similar offence; (ii) is unlawful; (iii) infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, moral right, or right of publicity); (iv) is in violation or may encourage any action that would violate any applicable law; (v) motivates or encourage any third party to do any of the foregoing. As condition to your use of the Product, the SaaS or the MS Software (as applicable), or any other software component therein you hereby further agree not to: (i) attempt to decompile, disassemble, re-engineer or reverse engineer any of the Product or the SaaS, or otherwise create or attempt to create or permit, allow, or assist others to extract source code of the Software, the SaaS, the MS Software or their structural framework; (ii) send unsolicited email, junk mail, spam, chain letters, promotions, advertisements, virus or any other harmful contents; (iii) resell, transfer, sublicense, pledge, lease, rent, or share your rights under this Agreement; (iv) modify, update, transmit, distribute, display, reproduce, duplicate or copy all or any part of the Product, the SaaS or any other software component therein except: (x) as necessary to read it from the media into the memory of a computer solely for the purpose of executing it on a single machine (whether a stand-alone computer or a workstation component of a multi-terminal system), or (y) to create an archival copy, and in each case of the foregoing (x) and (y) you agree that any such copies shall contain the same proprietary notices which appear on and in the original; or (v) create any derivative works based on the Product, the SaaS or the MS Software, or any other software component therein. You will defend, indemnify and hold Microsoft harmless from any claim arising as a result of these actions with respect to the MS Software.
You may not use the Product or the SaaS in whole or in part for any purpose except as expressly provided under this Agreement. Any unauthorized use of the Product or the SaaS without Votiro’s prior written consent, is expressly prohibited. This License does not entitle you to maintain on your computer any more copies of the MS Software than contained in the Product and the SaaS. If the Form indicates that the Product includes a database component, then you acknowledge and agree that you, and not Votiro, is responsible for the maintenance of such database in all respects. As such, you bear the sole and exclusive responsibility to monitor the database frequently, check for any issues, alerts, warnings or irregularities related thereto, address the findings arising from such monitoring, determine what actions are appropriate in light thereof and to carry out such actions as you deem appropriate. Votiro has no responsibility or liability, regarding your actions or omissions in connection with such database, or any consequences resulting therefrom.
Notwithstanding anything herein, If you are using the Product or the SaaS (i) outside Japan; or (ii) not on behalf of a Japanese corporation; or (iii) not on behalf of a Japanese government entity, you are prohibited from using and utilizing any of Ichitaro Sanitization features, including processing Ichitaro files through or in the Product or the SaaS.
You may not install or access, or allow the installation or access of, Product or the SaaS over the Internet for the purposes of making the Product or the SaaS available to third parties, including, without limitation, use in connection with a web hosting or similar services.
You may not utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by Votiro or its licensors in connection with the Product or the SaaS, or use the Product or the SaaS together with any, authorization code, serial number, or other copy protection device not supplied by Votiro or its licensors. You may not use or export the Product or the SaaS outside of the country of purchase for any reason.
INFORMATION VOTIRO COLLECTS
You further agree that Votiro and its affiliates may collect and use information gathered regarding your use of, and the performance of, the Product and the SaaS, for the purpose of improving and enhancing Votiro’s products and services, and for marketing purposes. Except as provided below, Votiro will not disclose such collected information in any manner other than in aggregate or anonymous form, which does not identify you.
You further agree that as part of Votiro’s reporting obligations to Microsoft, Votiro may provide your name, current address and country of residence to Microsoft who may use this information for revenue calculation, internal revenue allocation, compliance and billing purposes.
To the extent that Votiro collects any personal information of your customers, it will protect such personal information to the extent required by applicable laws.
Once the Organization has remitted to Votiro full payment of all costs applicable to the procurement of the Equipment, as specified in the Form, the exclusive title and ownership of the Equipment, in all physical aspects only (but excluding any intellectual property rights embodied, incorporated in or comprising the Equipment) is transferred to, and shall vest with, the Organization.
The risk of physical damage to or loss of the Equipment shifts to the Organization upon the Equipment being handed over to the Organization’s possession. The Organization should maintain the Equipment at its premises, in a location adequately protected against unauthorized access, break-in, theft, physical hazards and harmful environmental conditions.
To facilitate Votiro’s provision of the Support Services, you must carefully use and handle the Equipment, strictly in accordance with the instructions Votiro conveys. Therefore, you must not deal with the Equipment in any manner that is not expressly permitted by Votiro, including dismantling it, tampering with it, or conducting any repair, alteration, adaptation, addition thereto or derogation therefrom.
You understand and agree that Votiro does not provide any back-up data storage services and that the Product and the SaaS are not intended to store your files or data or protect them from deletion, corruption or modification. The Product and the SaaS should not be relied upon as a back-up service. You bear sole responsibility for all files that you sanitize through your use of the Product or the SaaS.
Votiro has made efforts to design and develop the Product and the SaaS using specifications by pertinent authorities regarding these types of products. However, you acknowledge and agree that Votiro will not be responsible for any failure of the Product or the SaaS to protect your data, or filter or store files, or for the deletion, corruption, or loss of any data or files sanitized using the Product or the SaaS.
PROPRIETARY RIGHTS AND CONFIDENTIALITY
The Software is licensed and not sold to you under the terms herein and this Agreement does not convey to you an interest in or to the Product or the SaaS, but only a limited license or right of use (as the case may be) revocable in accordance with the terms herein.
You hereby acknowledge that, except as expressly provided otherwise in this Agreement, the Product and the SaaS are each the exclusive property of Votiro and its licensors and that all right, title and interest, including all intellectual property rights (such as copyright, patents, trade secrets and trademarks) in and to the Product and SaaS are and will at all times remain with Votiro and its licensors. The Product and the SaaS are each protected under copyright laws and international treaties.
You shall not remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notices placed by Votiro in or on the Product or the SaaS. You may not use any of Votiro’s trademarks, service marks, product names or trade names without Votiro’s express written consent.
The Product and the SaaS utilize confidential information and trade secrets that have been developed by Votiro through the expenditure of a great deal of time and money. You will maintain and protect the confidentiality of these confidential information and trade secrets and not disclose them or use them for any purpose not expressly permitted by this Agreement.
Use of the Product or the SaaS may require access through a username and password that will be issued to you by Votiro. You shall treat them in strict confidence and must not share them with any third party, regardless of the type of service granted to you.
You shall notify Votiro immediately if you become aware of a third party who has gained access to any confidential information of Votiro or to your login details.
If you provide or make available to Votiro any hardware devices in which third party computer software, such as an operating system, is installed, included or embodied, then you represent and warrant to Votiro that: (a) you are lawfully licensed to possess and use such third party computer software with or in such hardware devices and, (b) you are lawfully permitted to transfer to Votiro the possession of such hardware devices and the license to such third party computer software.
THIRD PARTY CODE
The Product and the SaaS may contain or use Third Party Code, including those detailed in the “Open Source – Notice of Acknowledgments”. To the extent so stipulated by the Third Party License that governs each Third Party Code, each such Third Party Code is directly licensed to you from its respective licensors, not sublicensed from Votiro, and is subject to its respective Third Party License, not to this Agreement. If, and to the extent, a Third Party License requires that this Agreement effectively impose, or incorporate by reference, certain disclaimers, provisions, prohibitions or restrictions, then such disclaimers, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this Agreement, as required, and shall supersede any conflicting provision of this Agreement, solely with respect to the corresponding Third Party Code which is governed by such Third Party License.
Votiro is not, and shall not be, liable to you, for any errors, malfunctions or bugs in any Third Party Code, or any consequences resulting therefrom. Your sole and exclusive remedy for any such errors, malfunctions or bugs, is Votiro’s performance of Support Services, if and to the extent you are entitled to receive them pursuant to the terms of this Agreement.
If, and to the extent, a Third Party License requires that the source code of its corresponding Third Party Code be made available to you, and such source code was not delivered to you with the Product, then Votiro hereby extends a written offer, valid for the period prescribed in such Third Party License, to obtain a copy of the source code of the corresponding Third Party Code, from Votiro. To take up this offer, please contact email@example.com.
During the Warranty Period, you are entitled to receive technical support for the most up-to-date version of the Software only in the language of the country where the Software was obtained, and subject to the terms herein. Throughout the term of the Warranty Period you shall have the right to use the following services, subject to the terms herein:
- Technical Help. Votiro or its business partners will provide help and support in troubleshooting and debugging the most up-to-date version of the Software, during business days between 08:00am – 5:00pm (GMT +2). Any requests for help or support received outside of these hours of operation shall be deemed to have been received on the following business day. A request for help or support can be delivered to Votiro via phone, facsimile or email through the contact details specified in the Documentation or on the websites of Votiro or its business partners. A request for help or support must be sufficiently specific and must contain data enabling the replication of the reported problem. If requested, you shall provide reasonably necessary assistance in solving a reported problem. Votiro or its business partners will endeavor to provide a quick and adequate resolution to bugs, malfunctions or other Product-related inquiries. On-site support will be provided at Votiro’s hourly rate, in accordance with the hours Votiro or its business partners dedicate to the matter, including travel time. If the Organization is entitled to receive services from Votiro pursuant to a separate SLA that it has executed with Votiro and pursuant to additionally applicable SLA fees, then the provisions of the SLA will apply in lieu of this subsection (a).
- Updates shall include each new version or change of the Software, which Votiro may release on its servers (the “Update”). Votiro will determine, in its discretion, the frequency and scope of Updates. Votiro shall make the Update accessible to you from the protected area of its server through the Internet network. Access to the Update shall require logging in with a username and a password (the “Identification”). Your Identification shall consist of a random combination of alphanumeric characters and shall be automatically generated by Votiro’s systems. The Identification shall be delivered to you in the form of an email message, inserted in commercial packaging of the Product or delivered in another appropriate manner. You must protect the Identification against damage, loss or misuse. Upon discovery of the first misuse of your Identification, Votiro shall make the original Identification functionless and issue a new Identification to you (the “Substitute Identification”). You agree to provide to Votiro all information Votiro requests in the course of investigating the misuse of the Identification including, but not limited to, access to records of operation of computer systems, records of accesses to files, as well as other necessary data. In case misuse of the Substitute Identification is discovered, Votiro may, in its discretion, either issue a new Substitute Identification to you or immediately revoke the license to the Software granted herein and terminate this Agreement, without compensating or refunding you. You are not entitled to receive technical help as specified in subsection (a) above, if you have not completely installed the most recent Update made available by Votiro, and Votiro shall not be liable for any consequences resulting from your failure to install any and all available Updates.
- Votiro shall not be obligated to provide any Support Services if you have failed to pay the applicable support fee, or if Votiro has reason to believe that a reported error: (i) results from any unauthorized interference with the Software, its source code, or by the use of incorrect parameters or settings of the Software; (ii) has occurred by the fault of unauthorized servicing staff, or by the use of the Software in non-compliance with the Documentation; (iii) has already been resolved through the issuance of the Update, which you have failed or neglected to install; or (iv) is otherwise excluded from support in this Agreement.
- You will have no right to receive Votiro’s products or services, in connection with any training on, or trial in, the use or installation of the Product or the SaaS.
- MS Software. Votiro or its business partners will provide help and support in troubleshooting and debugging of the MS Software used in the Products or the SaaS. Microsoft will not provide any technical support or troubleshooting services for such MS Software.
You acknowledge and agree that Votiro may, at any time, in its sole discretion and without prior notice, modify, discontinue or terminate the Support Services, and establish revised practices and policies concerning the use of the Product, the SaaS or the Support Services.
This Agreement shall commence on the Effective Date and shall terminate upon the end of the Warranty Period or the Subscription Period (whichever is relevant), unless terminated earlier pursuant to the provisions of this section, the “Proof of Concept / Evaluation Trial” section or the “Support Services” section.
If the Warranty Period or Subscription Period has ended, you may only resume it by paying Votiro the support fees or the SaaS subscription fees (as the case may be) retroactively applicable from the effective date your Subscription Period or Warranty Period ended (as the case may be), and up through the forthcoming Subscription Period or Warranty Period.
To the extent that Votiro has not revoked your license to the Software through specific written notification to the Organization in accordance with the provisions of this section or the “Support Services” section, you may use the Product following the end of the Warranty Period, it being agreed that such use is under your sole and exclusive responsibility and Votiro bears no responsibility whatsoever regarding such use or any outcome resulting therefrom. In such case, the following provisions of this Agreement shall survive and continue to bind you in full force and effect, in addition to the clauses intended to survive as further detailed below: License to the Software, Limitations, Information Votiro Collects and Your Files. This paragraph does not apply in the event of a POC or evaluation trial as provided in the “Proof of Concept/Evaluation Trial” section.
You may not use the SaaS after the Subscription Period expires or terminates.
Either party may terminate this Agreement: (a) immediately upon written notice to the other party, if the other party materially breaches this Agreement; (b) upon a thirty (30) day, prior, written notice of breach, to the other party, if the other party non-materially breaches this Agreement, and failed to cure the breach, within the prior notice period.
Upon any termination or expiration of this Agreement: (a) unless as expressly provided otherwise above, any and all rights and licenses granted to you under this Agreement shall terminate and you shall cease all use of the Product, SaaS and the Support Services and destroy all copies of the Product; and (b) Votiro shall be entitled, in its own discretion, to purge your account information.
Termination of this Agreement does not entitle you to any refund of any of the fees you paid and does not relieve you of any payment obligations. Termination of this Agreement by Votiro will be in addition to, and not in lieu of, any equitable or other remedies available to Votiro.
You may not use the MS Software after the Trial Period and you must remove all copies of MS Software from your computer system.
The following sections of this Agreement will survive any termination or expiration of this Agreement: Proprietary Rights and Confidentiality, Third Party Code, Indemnity, Warranties and Liability Limitations, General.
To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless, Votiro and its directors, officers, employees, agents, advisors, consultants, subcontractors and assignees, at your own expense and immediately after receiving a written notice thereof, from and against any damages, loss, costs and expenses, including attorney’s fees and legal expenses, resulting from any third party plea, claim, allegation or demand, arising from, or in connection with your use of the Product, the SaaS or the Support Service or your breach of this Agreement.
WARRANTIES AND LIABILITY LIMITATIONS
EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE PRODUCT AND MS SOFTWARE ARE PROVIDED “AS IS”, “WITH ALL FAULTS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOTIRO AND MICROSOFT DISCLAIM ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OF THE PRODUCT, THE SAAS, MS SOFTWARE OR THE SUPPORT SERVICES, THE QUALITY OR ACCURACY OF THEIR PERFORMANCE, THEIR FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. VOTIRO AND MICROSOFT DO NOT WARRANT THE FUNCTIONALITY OF THE PRODUCT,THE SAAS OR MS SOFTWARE WILL MEET ANY REQUIREMENTS, SPECIAL SPECIFICATIONS OR NEEDS YOU MAY HAVE OR THAT THE PRODUCT, THE SAAS, THE MS SOFTWARE OR THE SUPPORT SERVICES WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. ALSO, VOTIRO AND MICROSOFT DO NOT REPRESENT OR WARRANT THAT THE PRODUCT, THE SAAS, THE MS SOFTWARE OR THE SUPPORT SERVICES WILL OPERATE PROPERLY WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEM OR DATA; VOTIRO AND MICROSOFT DO NOT WARRANT OR REPRESENT THAT PRODUCT, THE SAAS, MS SOFTWARE, THE SUPPORT SERVICES, VOTIRO’S SERVER OR ANY DATA OR FILES CONTAINED THEREIN ARE NOT HARMFUL. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR USE OR PERFORMANCE OF THE SOFTWARE, WHETHER MADE BY VOTIRO’S STAFF, DISTRIBUTORS, MICROSOFT OR OTHER THIRD PARTIES, SHALL BE DEEMED TO BE A WARRANTY BY US FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF VOTIRO OR MICROSOFT WHATSOEVER.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CUMULATIVE LIABILITY OF VOTIRO, AND ITS EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF, TO YOU OR ANY OTHER PARTY FOR ANY DIRECT DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCT, THE SAAS, THE MS SOFTWARE OR THE SUPPORT SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY)) SHALL NOT EXCEED THE FEES YOU PAID TO VOTIRO (IF ANY) IN THE THREE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE. IN NO EVENT SHALL VOTIRO, AUTODESK INC., MICROSOFT, THEIR EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, OR ANYONE ACTING ON THEIR BEHALF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL, SPECIAL, EXEMPLARY, PUNITIVE OR STATUTORY DAMAGES OR LOST PROFITS OR BUSINESS INFORMATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE LIABILITY OF VOTIRO, ITS EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF, AND YOUR EXCLUSIVE REMEDY, FOR ANY CLAIMS REGARDING THE PRODUCT’S OR THE SAAS’S PERFORMANCE, AVAILABILITY, ERRORS OR MALFUNCTIONS, IS THE PERFORMANCE OF VOTIRO’S OBLIGATIONS OF SUPPORT SERVICES (TO THE EXTENT SUCH OBLIGATIONS APPLY PURSUANT TO THIS AGREEMENT).
VOTIRO SHALL HAVE NO LIABILITY FOR DAMAGES INCURRED OR SUMS PAID BY THE ORGANIZATION, DUE TO ANY FAULT OF THE ORGANIZATION OR ANY THIRD PARTY, OR BY ANY HARMFUL COMPONENTS (SUCH AS COMPUTER VIRUSES, WORMS, COMPUTER SABOTAGE, OR CYBER ATTACKS).
MICROSOFT AND ITS EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF, SHALL NOT HAVE LIBILITY TO YOU OR ANY OTHER PARTY FOR ANY DIRECT DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCT, THE SAAS OR THE SUPPORT SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY).
MICROSOFT IS THE INTENDED THIRD PARTY BENEFICIARY OF THIS AGREEMENT WITH THE RIGHT TO ENFORCE WARRANTIES AND ANY OTHER PROVISIONS OF THIS AGREEMENT AND TO VERIFY THE COMPLIANCE OF THIS AGREEMENT.
YOU ARE HEREBY NOTIFIED THAT AUTODESK, INC., 111 MCINNIS PARKWAY, SAN RAFAEL, CALIFORNIA 94903 (“AUTODESK”) IS A THIRD-PARTY BENEFICIARY TO THIS AGREEMENT TO THE EXTENT THAT THIS AGREEMENT CONTAINS PROVISIONS WHICH RELATE TO YOU USE OF THE PRODUCT OR THE SAAS. SUCH PROVISIONS ARE MADE EXPRESSLY FOR THE BENEFIT OF AUTODESK AND ARE ENFORCEABLE BY AUTODESK IN ADDITION TO VOTIRO.
You may not assign this Agreement, in whole or in part, without the prior written consent of Votiro. Any purported assignment without Votiro’s prior written consent is void. Votiro may assign and delegate this Agreement in its entirety, including all right, duties, liabilities, performance and obligations herein, upon notice to you and without obtaining your consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of Votiro’s equity or assets. By virtue of such assignment, the assignee assumes Votiro’s stead, including all right, duties, liabilities, performance and obligations, and Votiro shall be irrevocably released from the same.
This Agreement shall be construed and governed in accordance with the laws of the State of Israel, regardless of its conflict of laws rules, and the competent courts of Tel-Aviv shall have sole and exclusive jurisdiction over any dispute under this Agreement or otherwise related to the Product, the SaaS or the Support Services, provided that Votiro may apply to any other court as it deems fit in order to obtain emergency or injunctive relief. Notwithstanding the foregoing, Votiro may lodge a claim against you pursuant to the indemnity clause above, in any court adjudicating a third party claim against Votiro.
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. This Agreement represents the entire agreement between you and Votiro concerning the Product, the SaaS and the Support Services, and it supersedes any prior proposal, representation, or understanding between the parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
This Agreement may not be altered except by agreement in writing executed by an authorized representative of each party.
If you have any questions regarding this Agreement, please call Votiro at +1-646 906-9669 or send inquiries via electronic mail to: firstname.lastname@example.org