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CR8 EVALUATION TERMS AND CONDITIONS

DBS-H Ltd.(“DBS-H” or “us”, “our”, “we”) offers a data integration product between SQL and NoSQL databases (the “CR8”). These Terms and Conditions (“Terms”) govern your download and use of the CR8 and your access and use of the CR8. “You” or “Customer” means any individual or entity that downloads or uses the CR8.

Please read these Terms carefully. These Terms govern your download and use of the CR8. You must accept these Terms prior to downloading or using the CR8. By clicking “ACCEPT” or in any other way downloading or using the CR8, you signify your assent to these Terms.  If you do not accept these Terms, do not click “ACCEPT” and do not use the CR8. If you do not agree to any of these Terms, please do not download or use the CR8.

THE CR8 MAY CONTAIN BUGS AND OTHER ERRORS WHICH COULD PRODUCE UNFORESEEN RESULTS. AS SUCH, YOUR USE OF THE CR8 IS SUBJECT AT ALL TIMES TO YOUR ACCEPTANCE OF THESE TERMS AND ALL DISCLAIMERS AND PROVISIONS REGARDING THE LIMITATION OF LIABILITY SET FORTH HEREIN. WE RESERVE THE RIGHT TO CHANGE, UPDATE OR CEASE TO OFFER THE CR8 AT ANY TIME.

  1. License.  Subject to the terms and conditions hereof, DBS-H hereby grants you a non-exclusive license during the Evaluation Period (as defined below) to use the CR8, including any documentation files accompanying the CR8 (“Documentation”) and any upgrades, modified versions or updates of the CR8 which may be provided to you, solely for internal evaluation, testing, or demonstration purposes on a trial basis.

 

  1. CR8.The CR8includes the following:

1)      Machine-readable instructions and data,

2)      Components, files, and modules,

3)      Audio-visual content (such as images, text, recordings, or pictures), and

4)      Related licensed materials (such as keys and documentation)

DBS-H makes no warranties regarding the availability of the CR8, and DBS-H may choose to cease provision of the CR8 at any time, in its sole discretion. The CR8 may cease providing all or some functionality in the event the components thereof are modified or deleted.

 

  1. Download of the CR8. To download the CR8, you must provide DBS-H with your full name, valid email address and the name of the company you work for. All information provided by you must be truthful and accurate. DBS-H may, for any reason in its sole discretion, terminate or suspend your license under this Agreement. Grounds for such termination may include (i) violation of the letter or spirit of these Terms, or (ii) fraudulent or illegal behavior.

 

  1. Fees. The CR8 is provided to you for no charge during the Evaluation Period.

 

  1. Intellectual Property.  You have no ownership rights in the CR8. Rather, you have a limited license to use the CR8 during the Evaluation Period subject to these Terms. Ownership of the CR8, Documentation and all intellectual property rights therein and thereto shall remain at all times with DBS-H or its licensors. All rights not expressly granted to you herein are reserved to DBS-H. You may not remove any proprietary notice of DBS-H or its licensors from any copy of the CR8 or Documentation, or any component thereof. All copyright notices must be retained at all times. You have no obligation to provide any feedback regarding the CR8. However, you understand that DBS-H is providing the CR8 on an evaluation basis with the expectation of receiving such feedback. As such, any ideas, suggestions and the like provided by you with respect to the CR8 (“Feedback”) will be the property of DBS-H.  You agree to assign, and hereby assign, to DBS-H all right, title and interest worldwide in Feedback and the related intellectual property rights.

 

  1.   Restrictions. You shall maintain all copyright and other proprietary notices contained in the CR8, including all commercial logos. Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the CR8; (b) circumvent, disable, or otherwise interfere with security-related features of the CR8; (c) modify the CR8, or insert any code or product, or in any other way manipulate the CR8; or (d) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the CR8 except as expressly permitted by these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform us in writing in each instance prior to engaging in the activities set forth above.

 

  1. Usage Restrictions. In making use of the CR8, you may not, directly or indirectly, (a) violate the legal rights of others, including defaming, abusing, stalking or threatening users or infringe our or any third party’s intellectual property rights, moral rights, or other rights; (b) commit an action that is (or we reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or we reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (c) commit any action that does not comply with all applicable laws, rules, or regulations, including not obtaining all necessary permits, licenses, or registrations or that would cause us to be in violation of any law or regulation, or to infringe any right of any third party; (d) use or access another user’s account or password without permission or under false pretenses; (e) transfer content that contains, or contains links to, defamatory, libelous, obscene, racist, pornographic or otherwise offensive or illegal material; or (f) transfer any virus, worm, Trojan horse, or other harmful or disruptive component.

 

  1. Indemnification.You shall indemnify DBS-H, its affiliates, employees, officers, directors and agents from and against any and all third party allegations (even though such allegations may be false, fraudulent or groundless) asserted in any claim, action, lawsuit, investigation or proceeding, whether actual or alleged, arising out of or related in any way to  your use of the CR8 in a manner that may violate any third party intellectual property, moral or contractual rights; or your use of the CR8 in violation of any law, regulation or court order. Your choice of counsel retained for purposes under this section must be reasonably satisfactory to DBS-H.  You shall have control over the defense of all claims, except that you may not settle or compromise claims that impose any obligation on DBS-H or that may affect DBS-H’s rights in any way without DBS-H’s prior written consent.  DBS-H may participate in the defense of all claims with counsel of its own choice at its own expense.

 

  1. No Warranty.  THE CR8 AND DOCUMENTATION ARE PROVIDED “AS-IS”. DBS-H EXPRESSLY DISCLAIMS ANY WARRANTIES (INCLUDING WITH REGARD TO THE PERFORMANCE OF THE CR8) AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ANY RELIANCE ON THE CR8 IS AT YOUR OWN RISK, AND DBS-H DOES NOT AND SHALL NOT ACCEPT ANY LIABILITY EITHER FOR THE FAILURE OF THE CR8 TO PERFORM OR FOR ANY DAMAGES ARISING THEREFROM. THE DISCLAIMERS AND EXCLUSIONS IN THIS SECTION 5 ALSO APPLY TO ANY OF DBS-H’S PROGRAM DEVELOPERS AND SUPPLIERS.
  2. Limitation of Liability.  DBS-H SHALL NOT HAVE ANY LIABILITY ARISING OUT OF THE LICENSE, SUPPLY OR USE OF THE CR8, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL DBS-H BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES), INCLUDING ARISING OUT OF THE MANUFACTURE, SUPPLY, SALE OR USE OF THE CR8, EVEN IF DBS-H HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
  3. Your Data and Databases. To assist you in isolating the cause of a problem with the CR8, DBS-H may request that you:

(1) Allow DBS-H to remotely access your system; or

(2) Send your information or system data to DBS-H.

 However, DBS-H is not obligated to provide such assistance unless DBS-H and you enter a separate written agreement under which DBS-H agrees to provide to you that type of support, which is beyond DBS-H’s obligations in these Terms. In any event, DBS-H uses information about errors and problems to improve its products and services, and assist with its provision of related support offerings. For these purposes, DBS-H may use DBS-H entities and subcontractors, and you hereby authorize DBS-H to do so. You remain responsible for (i) any data and the content of any database you make available to DBS-H, (ii) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally-identifiable data), and (iii) backup and recovery of any database and any stored data.

You will not send or provide DBS-H access to any personally-identifiable information, whether in data or any other form, and will be responsible for reasonable costs and other amounts that DBS-H may incur relating to any such information mistakenly provided to DBS-H or the loss or disclosure of such information by DBS-H, including those arising out of any third party claims.

12. Term and Termination.  The CR8 is provided to you for evaluation for a period of 4 months following its download (the “Evaluation Term”). DBS-H may suspend or terminate these Terms, and your use of the CR8 at any time if (i) you violate these Terms, including by using the CR8 in violation of any third party right or law, regulation or court order; (ii) DBS-H is unable to verify or authenticate any information you provide; (iii) such information becomes inaccurate; or (iv) DBS-H decides in its sole discretion to cease offering the CR8. Upon termination of the Evaluation Period, you must immediately destroy or return to DBS-H the CR8 and Documentation, and all copied thereof.  THE CR8 MAY CONTAIN A DISABLING DEVICE THAT WILL PREVENT IT FROM BEING USED AFTER THE EVALUATION PERIOD ENDS. YOU AGREE NOT TO TAMPER WITH THE DISABLING DEVICE OR THE PROGRAM. YOU SHOULD TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT WHEN THE CR8 CAN NO LONGER BE USED. Sections “Intellectual Property”, ”Restrictions”, ”Usage Restrictions”,  “Indemnification”, “No Warranty”, “Limitation of Liability” and this Section “Term and Termination” shall survive the termination or expiration of these Terms for any reason.

13. Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof.  These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. DBS-H may assign its rights or obligations pursuant to these Terms. Customer agrees not to assign any rights under these Terms; any attempted assignment shall be null and void and shall result in the termination of these Terms.  If any part of these Terms shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of Israel, and the competent courts of Tel Aviv – Jaffa in Israel shall have exclusive jurisdiction to hear any disputes arising hereunder.