nanoRep Technologies License agreement

Terms and Conditions

The term "nanoRep" or "us" or "we" refers to 'nanoRep Technologies LTD.', the owner of the website whose registered office is in Herzelia, Israel. If you are entering into an order for Services (defined below) on-line, the following applies: BEFORE YOU CHECK THE 'I AGREE' CHECKBOX AT THE END OF THE PURCHUSING PAGE YOU WERE DIRECTED FROM, PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. BY CHECKING THE "I ACCEPT THE TERMS AND CONDITIONS" CHECKBOX, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, LEAVE THE CHECKBOX UNCHECKED.
 

• You represent and warrant that you have the adequate legal capacity to enter into this license agreement. You further represent and warrant that you will use the Service only for lawful purposes and in accordance with this license agreement, and that you will not use the Service to violate any law, regulation or ordinance or any right of nanoRep (defined below) or any third party, including, without limitation, any right of privacy, publicity, copyright, patent, trademark or otherwise. You further represent and warrant that you are of legal age to form a binding contract.
   
• The Services under this website are being licensed to you on a personal, limited, temporary, revocable (pursuant to the terms hereof), non-exclusive, non assignable and non-transferable basis by nanoRep, with charge, and is provided to you on an "AS IS" basis, for the sole purpose of using the Services as provided hereunder, and only for lawful purposes.
   
• Trial Version: If you select to download a free trial version, you will be able to use the Service only for a limited period of 30 days from installation ("Trial Period"). The Trial Period shall be prolonged for such period of time as shall be determined in writing by nanoRep (at its sole discretion). Unless you pay the applicable license fee, and receive nanoRep's written permission, your use of the Service will automatically expire at the end of your Trial Period. In the event that you pay the applicable license fees, and receive nanoRep's written permission, your license to use the Service will continue for as long as the applicable license fees are paid, subject to nanoRep's permission and to the terms of the Agreement (defined below).
   
• These terms describe how we will provide the Service to you. These terms and conditions describe the business and legal terms under which nanoRep Technologies LTD., located at 22nd Maskit St., Herzelia, Israel ("nanoRep") will provide its web-based customer care and knowledgebase service ("Service") to you ("Client", as identified by you, by filling in the appropriate information on the nanoRep web site when placing your order ("Order Form"). nanoRep may introduce, at its discretion, new or additional functionalities and features to the Services (including to those versions already installed), without prior notice. You agree to receive such updates or upgrades (and permit nanoRep to deliver these to you with or without your knowledge) as part of your use of the Services.
   
• These terms and conditions also include our Privacy Policy and our website Terms of Service standards. In addition to the terms and conditions hereunder, the Service will be provided according to the information you provide and options you select in your Order Form. Additional terms may apply to particular Services or Service options, as described in the Order Form. The Service will be provided according to nanoRep s then-current privacy policy ("Privacy Policy") and the website's terms of service ("Terms of Service"). You can find them both on nanoRep's website. Current terms are located at: nanoRep Privacy Policy and on nanoRep Terms of Service. This license agreement, the Privacy Policy, the Terms of Service and the Order Form (including any service descriptions referenced in the Order Form) are referred to, together, as this "Agreement".
   
• nanoRep may make changes to these terms and conditions, at its sole discretion, from time to time by publishing them on the website, and without providing any special notice. Your continued use of the Service indicates your acceptance of any such updated Agreement terms. You may be asked to click to accept updated terms, and if so, then your failure or refusal to do so will allow nanoRep to terminate this Agreement and stop providing the Service to you. If you wish to cancel any prepaid Service due to a material change in the Agreement, you may do so by notifying nanoRep no later than 10 business days after a change to this Agreement was published on the website, and such notice must identify the change and the reason for your termination.
   
• Term and termination of this Agreement. The term of this Agreement will be as described in the Order Form. If the Order Form indicates an initial term, but not a specified renewal term, and you continue to use the Service after the initial term, this Agreement will automatically extend month to month, unless and until either you or nanoRep gives notice no less than one month prior to termination. Either you or nanoRep may terminate this Agreement if a material breach by the other party occurs and remains uncured 30 days after notice of that breach. nanoRep, in its sole discretion, may terminate your access to and use of the Service immediately if you take actions or fail to act, in a way that nanoRep reasonably believes may cause it liability or if the provision of the Service to you by nanoRep is, nanoRep's sole opinion, no longer commercially viable.
   
• There are license fees for the Service. The license fees for the Service will be as described in the Order Form. Those fees do not include sales or other taxes. If any taxes are due, you will be responsible to pay them, and nanoRep will itemize them for you upon request. You must provide a valid credit card number to pay your fees. If the term of this Agreement renews, as described in the Agreement, nanoRep may automatically charge your credit card for fees for the renewal period. If your credit card expires or is declined, nanoRep may stop providing the Service to you until you provide a valid credit card number, and may charge you any fees or costs that arise. If nanoRep instead chooses to continue providing the Service to you, you will be responsible for paying any fees due for that period. All fees are non-refundable. Fees are not based on usage, so also if users do not use the Service, fees will not be refundable.
   
• Intellectual property. Any data that you provide nanoRep may be used by nanoRep solely to provide the Service and for that purpose only, subject to the Privacy Policy and the Terms of Service. nanoRep shall not forward, disclose or use such data for any other purposes. nanoRep may also display your trademarks or logos (in the form provided by you) on a customer reference page or otherwise to provide the Service. This Agreement does not assign or transfer any intellectual property right to or from you or nanoRep (however, any suggestion or feedback provided by you, shall become the exclusive property of nanoRep) you and/or your licensors shall maintain all rights in the data provided by you, remain responsible at all times for the content of such data and may download, alter or delete it at any time. If this Agreement expires or is terminated, nanoRep will have no obligation to maintain or forward to you any of your data. We recommend that you prepare your own data backups.
   
• Your accounts are your responsibility. The Service allows Clients to set up accounts for use by them, directly or through their representatives. You are solely responsible for all activity occurring via these accounts. You should ensure that all passwords for your accounts are kept confidential, because you will be responsible for any unauthorized use. You must also ensure that your accounts are not used in any way that is contrary to law. nanoRep will not be liable for any loss that you may incur as a result of someone else using your password or account or account information or any services or materials, either with or without your knowledge. Processing of on-line orders and financial information and data (including payment collection) is done exclusively via PLIMUS. The PLIMUS privacy policy and other terms conditions provided by PLIMUS, are part of the Agreement and incorporated herein by reference, and must be complied by you. nanoRep shall not be responsible or liable to you or any third party whatsoever in this respect.
   
• Notices. Any notices that nanoRep is required to provide under the Agreement may be provided via email or posted to your e-mail address or physical address on record in your Service account information. Notices will be deemed given 48 hours after sending. If you elect to terminate the Service, or to change your account or billing information, you need to provide notice via our customer support representatives. You may give any other notice to nanoRep by posting to the address for nanoRep in the 4th paragraph of this license agreement.
   
• We make no representations or warranties. You should be sure to carefully assess whether the Service will be right for you and your business. nanoRep may provide you with a test account or demonstration of the Service, and assist you in doing so. However, you use the Service entirely at your own risk. nanoRep AND ITS LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED OR STATUTORY WARRANTY OF, LACK OF VIRUSES AND THE LIKE, LOSS OF DATA, DAMAGE TO HARDWARE, ACCURACY, TIMELY DELIVERY, RELIABILITY, QUALITY, SECURITY, VALIDITY, STABILITY, COMPLETENESS, CORRECTNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE AND QUIET ENJOYMENT . nanoRep AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICE WILL UNINTERRUPTED OR ERROR-FREE.
   
• Our liability is limited so we can provide you with attractive prices. nanoRep'S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY nanoRep IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. nanoRep (INCLUDING ITS SHAREHOLDERS, DIRECTORS AND OFFICE HOLDERS) AND ITS LICENSORS OR SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION LOST PROFITS, WHETHER OR NOT FORESEEABLE AND GOODWILL) RELATED TO THE SERVICE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR HAD THE ABILITY TO BE AWARE OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT THE PRICE OF THE nanoRep SERVICE IS BASED ON THIS LIMITATION.
   
• Limitations. You agree not to (i) reverse engineer, decompile, disassemble, alter, make copies, translate, create derivative works from, allow the use, distribute ,rent, transfer or provide others with the Service (either for consideration or not), or any information available on, derived or extracted from the Service, or any part thereof; (ii) block, disable or otherwise affect any advertisement, links to other sites and services, or other features that constitute an integral part of the Service; (iii) connect, use, attempt to connect or use in any way the Service, for any commercial or public purpose and any other purpose that is not for your private personal use in good faith and as explicitly offered on nanoRep's website; and (iv) incorporate, integrate or otherwise include the Service or any portion thereof into any other application, program or product.
   
• You will indemnify and hold nanoRep, its licensors and their parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any allegations that, if true, would constitute a violation by you of the Agreement.
   
• General. You acknowledge that you shall be solely responsible to acquire data connection services or any other services necessary for using the Service. This license agreement will be interpreted according to the laws of the state of Israel, without regard to its conflicts of laws provisions. Any disputes, actions, claims or causes of action arising out of or in connection with this license agreement or the Service will be subject to the exclusive jurisdiction of the state municipal courts located in Tel Aviv, Israel. The failure of nanoRep to enforce any right or provision in this license agreement will not constitute a waiver of such right or provision. If any provision of this license agreement is held to be invalid or unenforceable, the other provisions of this license agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any delay in the performance of any duties or obligations of either party (except the payment of money owned) will not be considered a breach of this license agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, or any other event beyond the control of such party. Your relationship to nanoRep is that of an independent contractor, and neither party is an agent or partner or employee of the other. Upon expiration or termination of this license agreement, you shall promptly discontinue use of the Services, and delete the software from wherever it was installed. The provisions of this license agreement addressing restrictions on use, disclaimers of representations and warranties, indemnity obligations, intellectual property, limitation on liability, and governing law shall survive the termination or expiration of this license agreement, for whatever reason.