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THIS LICENSE AGREEMENT (“Agreement”) shall become effective upon marking the agreed terms checkbox (the “Effective Date”) between Augmind Ltd., an Israeli company with a business address at 6 Galgalei Haplada st Herzliya Israel (“Augmind” or “Licensor”), and “You” or “Licensee” (Licensor and Licensee are sometimes referred to herein individually as a “party” and collectively as the “parties”).

Augmind is willing to admit you to the product test program through which you may receive license(s) to certain test software (the “Software”).

Please carefully read this Software End User License Agreement (“License Agreement” or “Agreement”) before installing or otherwise using the software and documentation (the “Documentation”) delivered to you by Augmind.

by signing this Agreement, You are stating that (1) you have read this Agreement, agree to all of its terms, and consent to be bound by and are becoming a party to this Agreement, and (2) you intend to download the Software or it will be delivered to you and is in your possession. If you do not agree to all of the terms of this Agreement, please inform the Licensee and do not download or use the Software.

If you are accepting this License Agreement on behalf of your employer or another entity, you represent and warrant that: (i) You have full legal authority to bind your employer, or the applicable entity, to the license agreement; (ii) You have read and understand this License Agreement; and (iii) you agree on behalf of the party that you represent to this license agreement.

Acceptance of this License Agreement is required as a condition to proceeding with access and use of the Software and Documentation. If you do not agree to all of the terms and conditions of the license Agreement or if you do not have the legal authority to bind your employer or the applicable entity, you must immediately return or destroy the Software and Documentation.

As used in this License Agreement, the term “Licensee” means you and/or your employer as applicable.

In consideration of the premises and the mutual covenants contained herein, You and Licensor hereby agree as follows:

1. Description

THIS LICENSE AGREEMENT GOVERNS LICENSEE’S USE OF THE SOFTWARE AND DOCUMENTATION.

2. Definitions

2.1. “Product Test”, “Product Test Program”, “Beta Test Program” or “Beta Test” means licensing of the Software that is in development to a limited number of licensees for the purposes of testing and evaluation.

2.2. “Proprietary Information” means information that is proprietary and confidential to Augmind which may be the subject of one or more patent applications and which Augmind wishes to protect from public disclosure and includes all information disclosed at any time before, after or at the time of the execution of this Agreement by the parties relating to the Software including, but not limited to, any techniques or processes used in the creation of the Software as well as and all intellectual and intangible property rights of Augmind related to its business, customers, products, marketing and sales plans, financial statements, development plans, strategies and the like, as well as any information relating to released or unreleased Augmind software or hardware products, the marketing or promotion of any Augmind product, and information received from others that Augmind is obliged to treat as confidential.

2.3. “Test Software” or “Software” means the test software made available to the Licensee from time to time at Augmind’s discretion, including any Updates, any documentation in whatever form or on any medium regarding its use and any information relating to said Software. When a particular Test Software application is available for the Licensee, the Licensee will receive a notification and any additional necessary information. The Licensee use of the Software constitutes the Licensee ongoing agreement to this Agreement.

2.4. “Updates” means one or more modifications, enhancements, bug fixes, translates, replacements or updates to the Software or any portion thereof.

2.5. “User Profile” means the information provided by the Licensee to Augmind as part of the Licensee Augmind Account, including user name, password and contact information.

3. License Grant

3.1. Licensee is granted a personal, limited, temporary, terminable, non-exclusive, non-assignable and nontransferable license to use the Software solely in accordance with the terms and conditions of this Agreement. The Software and Documentation are provided to Licensee at no charge and are licensed, not sold to Licensee. 

3.2. The license granted herein does not include the right to make copies of the Software, or, other than as necessary to affect the purposes of the Product Test Program, to make or retain any notes, memos, reports, records, reproductions, correspondence or other documents containing Proprietary Information (as defined below).

3.3. Licensee shall not remove, obscure, or alter any proprietary rights notices (including without limitation copyright and trademark notices), which may be affixed to or contained within the Software or Documentation.

3.4. The license granted herein is granted solely for the purpose of Licensee internal evaluation of the Software and not for general commercial use.

4. Restrictions

Licensee will not, directly or indirectly, (a) copy the Software or Documentation in any manner or for any purpose; (b) install, access or use any component of the Software or Documentation for any purpose not expressly granted in Section 3 above; (c) resell, distribute, publicly display or publicly perform the Software or Documentation or any component thereof, by transfer, lease, loan or any other means, or make it available for use by others in any time-sharing, service bureau or similar arrangement; (d) disassemble, decrypt, extract, reverse engineer or reverse compile the Software, or otherwise attempt to discover the source code, confidential algorithms or techniques incorporated in the Software; (e) export the Software or Documentation in violation of any applicable laws or regulations; (f) modify, translate, adapt, or create derivative works from the Software or Documentation; (g) circumvent, disable or otherwise interfere with security-related features of the Software or Documentation; (h) use the Software or Documentation for any illegal purpose, in any manner that is inconsistent with the terms of this License Agreement, or to engage in illegal activity; (i) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels on, or embedded in, the Software or Documentation; or (j) provide access to the Software or Documentation to third parties.

Augmind shall provide technical support for the Software during the Test Program period. The support will be provided Monday through Thursday during normal working hours. Licensee acknowledges and agrees that following the Test Program period Augmind shall have no obligation to provide technical support for the Software. Augmind may, in its sole discretion, from time to time provide Updates to Licensee under this Agreement.

6. Pre-Release Product

6.1 Licensee acknowledges that, due to the pre-release status of the Software, there may be defects or deficiencies that may make it unsuitable for use in any type of critical production application (“Production Situation“) where failure of the Software to function properly could cause any form of loss to Licensee or any third party.

6.2  LICENSEE ACKNOWLEDGES THAT USE OF THE SOFTWARE IN ANY PRODUCTION SITUATION IS AT ITS SOLE RISK AND ACKNOWLEDGES THAT IT IS LICENSEE’S RESPONSIBILITY TO BACK-UP LICENSEE’S DATA.

6.3 Augmind may, in its sole discretion, discontinue the Product Test Program for any particular Test Software for any reason or no reason at any time and said discontinuation shall terminate this license with regard to any and all affected Software upon notice to Licensee.

6.4. While Augmind’s current intent is to develop and generally release a commercial version of any Software involved in a Product Test, Augmind does not commit, promise or agree to finally release and/or offer for sale a commercial version of the Software. Augmind reserves the right to unilaterally cease and abandon any efforts to release a commercial version of the Software at any time and for any reason, without any obligation or liability whatsoever.

6.5. Licensee’s participation under this Agreement does not constitute an obligation or commitment to purchase/license any commercial version of the Software if ever released or offered for sale by Augmind.

7. Term

7.1. The term of this Agreement, with respect to the Product Test Program shall begin upon execution of this Agreement and end upon the earlier of termination by Augmind as provided herein or upon discontinuation of the Product Test Program by Augmind. The term of this Agreement, with respect to each software program, shall commence on the date that the Software is made available to Licensee or otherwise provided to Licensee and shall terminate on the earlier of the release date of the commercial version of the Software, termination by Augmind as provided herein or upon discontinuation of the Product Test for the Software by Augmind.
7.2. Notwithstanding the stipulated term of this Agreement, Augmind shall have the right to terminate this Agreement and Support immediately in its sole discretion for any reason or no reason at any time by giving prior written notice to Licensee.
7.3. Obligations upon Termination. In the event of termination for any reason, Licensee shall cease all use of the Software and Documentation. All copies of the Software in Licensee’s possession in whatever form or medium, including all its documentation, any notes, memos, reports, records, reproductions, correspondence or other documents containing Proprietary Information (as defined below) shall be destroyed and, upon request in writing by Augmind, such destruction shall be certified in writing by an authorized officer of Licensee supervising same to Augmind.
7.4. Survival. Sections 3-5, and this Section 7, 10-14 and all definitions shall survive the termination of this Agreement.

8. Title

This Agreement is not a sale of the Software or any copy thereof. Licensee acknowledges and agrees that Augmind are the owners of all right, title and interest in and to the Software, including, without limitation, any and all patents, copyrights, trademarks and trade secrets applicable thereto, and Licensee shall neither obtain nor claim any ownership interest therein. Licensee agrees and acknowledges that the Software contains the valuable trade secrets of Augmind, which have been developed over many years, and Licensee shall not obscure, alter or remove any patent, copyright, trademark or other proprietary marking or legend contained on or in the Software. Augmind reserves all rights not expressly granted herein.

9. Evaluation Data

9.1. In partial consideration of Augmind granting to Licensee the rights set forth herein, Licensee agrees to communicate with Augmind, whether through Augmind’s website(s) or otherwise, any suggestions, evaluation or testing results, problems, issues, comments, enhancement ideas or other feedback with respect to the Software (collectively, “Suggestions”).
9.2. In partial consideration of Augmind granting to Licensee the rights set forth herein, Licensee agrees that all intellectual property rights and all other ownership rights in the Suggestions are hereby assigned to Augmind and any and all Suggestions shall be the sole and exclusive property of Augmind. Licensee agrees to execute such documents and perform such lawful acts as Augmind deems necessary to allow it to exercise all right, title and interest in and to such Suggestions. Suggestions shall be deemed the Proprietary Information of Augmind subject to the confidentiality obligations set forth herein.
9.3. Licensee covenants and agrees to allow Augmind to extract and collect usage data, which may occur at any time during normal usage or when the Software crashes, with or without Licensee’s explicit knowledge or intervention. Such usage data is limited to information that (a) allows Augmind to aggregate usage statistics or (b) allows Augmind to pinpoint the cause of the crash and mean time to failure. Such information shall not include creative content developed by Licensee.

10. Warranty Disclaimer

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS AND WILL NOT BE HELD LIABLE IN ANY WAY FOR THE QUALITY, PERFORMANCE, ACCURACY, BEHAVIOR, COMPATIBILITY, RELIABILITY OR USE OF THE SOFTWARE AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE IS HEREBY DISCLAIMED. NEITHER THIS LICENSE AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

AUGMIND DOES NOT WARRANT THAT A COMMERCIAL VERSION OF THIS SOFTWARE WILL EVER BE DEVELOPED OR RELEASED OR THAT, IF DEVELOPED OR RELEASED, SUCH COMMERCIAL VERSION SHALL

(I) IN ANY WAY RESEMBLE OR OTHERWISE BE COMPATIBLE WITH THE SOFTWARE OR ANY PORTION THEREOF PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO LACK OF MEDIA COMPATIBILITY, FORMAT COMPATIBILITY OR SOFTWARE INTEROPERABILITY;

OR

(II) NOT REQUIRE REESTABLISHMENT OF ALL SETTINGS, REACTIVATION OF ALL USERS,

OR

REINSTALLATION OF ALL SOFTWARE AND CREATIVE CONTENT.

11. Limitation of Liability

11.1. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST PROFITS, REVENUE OR DATA, OR OTHER INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ARISING OUT OF OR RELATED TO THE SOFTWARE OR DOCUMENTATION OR THE USE THEREOF. FURTHER, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO LICENSEE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY, EVEN IF LICENSOR HAS BEEN ADVISED, OR IS OTHERWISE AWARE, OF THE POSSIBILITY OF DAMAGES OR IS NEGLIGENT. LICENSEE AND LICENSOR AGREE THAT THE DISCLAIMERS OF SECTION 10 AND THE LIMITATION OF LIABILITY OF THIS SECTION 11 ARE REASONABLE.

11.2. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER INDIRECT OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS OF SECTIONS 10 AND 11 OF THE LICENSE AGREEMENT MAY NOT APPLY TO LICENSEE. IN SUCH STATES, THE LIABILITY OF LICENSOR SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Confidentiality

The Software and Documentation (collectively, “Confidential Information”) constitute Licensor’s proprietary and confidential information, whether or not it is identified in writing as “Confidential.” Licensee will not (i) use any such Confidential Information in any way, for its own account or the account of any third party, except as expressly permitted under this Agreement, or (ii) disclose any such Confidential Information to any third party, other than furnishing such Confidential Information to its employees who are required to have access to the Confidential Information in connection with the performance of this Agreement, provided, that such employees are bound by written confidentiality obligations consistent with the terms and conditions of this Section 12. Licensee will not allow any unauthorized person access the Confidential Information, and Licensee will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized access, use or copying of such Confidential Information. In the event that Licensee is required by law to make any disclosure of any of the Confidential Information, by subpoena, judicial or administrative order or otherwise, Licensee will first give written notice of such requirement to Licensor, and will permit Licensor to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to Licensor in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder to the extent that Licensee can demonstrate that such information: (a) is known to Licensee prior to receipt from Licensor directly or indirectly from a source other than one having an obligation of confidentiality to Licensor; (b) becomes known (independently of disclosure by Licensor) to Licensee directly or indirectly from a source other than one having an obligation of confidentiality to Licensor; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by Licensee. Because the unauthorized access, use, transfer or dissemination of any Confidential Information provided by Licensor to Licensee may diminish substantially the value of such materials and may irreparably harm Licensor, if Licensee breaches the provisions of this Section 12, Licensor will, without limiting its other rights or remedies, be entitled to equitable relief, including but not limited to injunctive relief, without the necessity of posting any bond.

13. Product Security and Protection

Licensee acknowledges that the Software may contain one or more features, security routines or devices, including a license expiration, or time-out, feature, to ensure usage of the Software in accordance with the terms of this Agreement. Licensee agrees not to disable or otherwise interfere with any such features, security routines or devices. Augmind shall have, at any time, upon reasonable notice, the right to audit Licensee’s location to ensure that use of the Software is in conformity with this Agreement. Licensee shall promptly give Augmind access to all information, materials and personnel as may be necessary for Augmind to carry out the audit.

14. Miscellaneous

14.1. If any term or condition of this License Agreement is deemed to be illegal or unenforceable under any rule of law, all other terms shall remain in force. Further, such provision will be reformed only to the extent necessary to make it enforceable and the term or condition which is held to be illegal or unenforceable shall remain in effect as far as possible in accordance with the intention of the parties.
14.2. Nothing in this License Agreement shall be construed to place the parties hereto in an agency, employment, franchise, joint venture, or partnership relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third parties. Neither party will represent to the contrary, either expressly, implicitly or otherwise.
14.3. All disputes, claims or controversies arising out of this License Agreement, are governed by and construed in accordance with the internal laws of the State of Israel without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of Israel. Any legal suit, action or proceeding arising out of the Terms will be instituted in the courts of Israel, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded and shall not apply.
14.4. Licensee may not assign this License Agreement without the prior written consent of Licensor. Any purported assignment in contravention of this section is null and void.
14.5. Licensee acknowledges that portions of the Software may be subject to export or import regulations in Israel, the U.S. or other countries. Licensee agrees to comply strictly with all such laws and regulations.
14.6. This License Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and it supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. This License Agreement may not be modified or waived, in whole or part, except in writing and signed by an officer or duly authorized representative of both parties. Failure or delay by either party to enforce any provision of this License Agreement will not be deemed a waiver of future enforcement of that or any other provision.
14.7. Any notice of communication from one party to the other will be by email, addressed to Licensor at [[email protected] and [email protected]] and to Licensee at the address on the Order or Website Form, or such other address as either party may from time to time designate in writing to the other party.