IMPORTANT – READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE REGATTA DATABASE SOFTWARE (THE “SOFTWARE“). NOTE THE TERM “SOFTWARE” AS USED HEREIN SHALL ALSO INCLUDE INTERNET-BASED AND OTHER DATABASE SERVICES PROVIDED BY REGATTA DATA LTD. (“LICENSOR”) THROUGH THE SOFTWARE (THE “SERVICES”), AND ANY PATCHES, UPDATES, MODIFIED VERSIONS, SERVICE PACKS AND UPGRADES WHICH MAY BE PROVIDED BY THE LICENSOR FROM TIME TO TIME (IF ANY)).
BY USING THE SOFTWARE AND/OR SERVICES, YOU (“YOU” OR ”LICENSEE”) ACKNOWLEDGE THAT THE LICENSEE HAS READ THIS LICENSE AGREEMENT (“AGREEMENT”), THAT LICENSEE UNDERSTANDS IT, AND IS CONSENTING TO BE BOUND BY AND BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, LICENSEE SHOULD NOT USE THE SOFTWARE AND/OR SERVICES.
FURTHERMORE, BY ACCEPTING THE TERMS OF THIS AGREEMENT, LICENSEE HEREBY WAIVES ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
IN ADDITION, LICENSEE HEREBY ACKNOWLEDGES THAT IT IS FAMILIAR WITH, HAS CAREFULLY READ, UNDERSTOOD AND AGREES TO THE TERMS OF THE LICENSOR’S DATA PROCESSING AGREEMENT AVAILABLE AT www.regatta.dev (“DPA”).
IF YOU ARE NOT THE LICENSEE AND YOU INSTALL THIS SOFTWARE AND/OR USE THE SERVICES ON BEHALF OF THE LICENSEE, YOU WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THE LICENSEE AND TO ACCEPT AND BIND THE LICENSEE TO THE TERMS OF THIS AGREEMENT AND THE DPA.
1. License Grant. Subject to and conditioned upon Licensee’s compliance with the terms and conditions of this Agreement and the DPA, Licensor hereby grants to Licensee, and Licensee accepts, a limited, nonexclusive, nontransferable license to use the Software (in machine-readable, object code form only) and the Services, for the sole purposes for which the Software is provided to Licensee by the Licensor and subject to any use restrictions that may be applicable to such use, pursuant to the accompanying documentation for the Software made available by Licensor to Licensee from time to time (“User Documentation”). Licensee agrees not to assign, sublicense, transfer, pledge, lease, rent, or share Licensee’s rights under this Agreement and the DPA.
Except as specifically authorized under this paragraph, no copies of the Software or any portions thereof may be made by Licensee or any person under Licensee’s authority or control.
2. License Restrictions. Except as otherwise expressly provided under this Agreement, Licensee shall have no right and specifically agrees not to, and shall not permit third parties to: (i) make error corrections to or otherwise modify or adapt the Software and/or Services or create derivative works based upon the Software and/or Services; (ii) decompile, decrypt, reverse engineer, disassemble or otherwise reduce any portion of the Software to human
readable form; (iii) grant access to the Software and/or Services to any other person or entity; (iv) make any use of the Software and/or Services in whole or in part that is not expressly permitted by the terms of this Agreement or the User Documentation; (v) use any of the Software and/or Services in any manner that will or could damage, disable, overburden or impair or interfere with any other party’s use and enjoyment of the Software and/or Services; and (vi) attempt to gain unauthorized access to any service, account, computer systems or computer networks associated with the Software and/or Services. The license granted herein does not include Software source code.
3. Availability of the Software. Licensor does not warrant that the Software and/or Services will be available 24 hours per day, 7 days per week. If Licensee’s access to the Software and/or Services is suspended or interrupted or a fault or defect occurs which prevents Licensee’s access to the Software and/or Services, the Licensor will attempt to
restore access to the Software and Services (to the extent determined solely by the Licensor in its discretion). The Licensor will have no liability to Licensee for the unavailability of the Software and/or Services at any time. In addition, the Licensor reserves the right, in its sole discretion, at any time and without prior notice, to refuse access to the Software and/or Services to any individual, company, institution or other entity in violation of the terms of this Agreement.
4. Disclaimer of Warranty. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE BASIS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND SERVICES IS ASSUMED FULLY AND EXCLUSIVELY BY LICENSEE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE SOFTWARE AND SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THE FUNCTIONS CONTAINED IN THE SOFTWARE AND SERVICES WILL MEET ANY REQUIREMENTS OR NEEDS LICENSEE MAY HAVE, OR THAT THE SOFTWARE AND SERVICES WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT THE SOFTWARE AND SERVICES ARE COMPATIBLE WITH ANY PARTICULAR PLATFORM. IN PARTICULAR, LICENSOR DOES NOT REPRESENT OR WARRANT TO LICENSEE THAT THE USE OF THE SOFTWARE AND SERVICES WILL MEET LICENSEE’S REQUIREMENTS.
5. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR ANY OF ITS THIRD PARTY PROVIDERS (EACH, A “LICENSOR PARTY”), BE LIABLE TO LICENSEE
OR ANY OTHER ENTITY FOR ANY (A) SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE, DAMAGES, (B) LOST PROFITS, LOST BUSINESS OR LOST OR CORRUPTED DATA, (C) ANY DAMAGES RESULTING FROM LOSS OR USE, OR INTERRUPTION OF BUSINESS, (D) COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, TECHNOLOGY, GOODS OR SERVICES, OR (E) ANY DAMAGES CAUSED DUE TO THE NEGLIGENT OR IMPROPER USE OF THE SOFTWARE AND/OR SERVICES, IN EACH CASE HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ADDITION, LICENSOR’S CUMULATIVE LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE DPA SHALL NOT EXCEED THE LICENSE FEE PAID BY LICENSEE TO LICENSOR FOR THE USE OF THE SOFTWARE AND SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THESE LIMITATIONS AND THE REMEDIES SET FORTH HEREIN, AND THE SAME SHALL CONSTITUTE LICENSOR’S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM FOR DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT AND THE DPA. IF LICENSEE IS SUBJECT TO A JURISDICTION IN WHICH ANY OF THE DISCLAIMERS OR LIMITATIONS OF LIABILITY HEREIN IS NOT VALID, LICENSEE AGREES TO BE BOUND BY THE SAME TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW OR REGULATIONS. IN NO EVENT SHALL LICENSOR’S THIRD PARTY LICENSORS AND SUPPLIERS WILL BE LIABLE TO LICENSEE OR ANY OTHER ENTITY FOR ANY DAMAGE OF ANY KIND HOWEVER CAUSED, ON ANY THEORY OF LIABILITY.
Without limiting the generality of the aforesaid, Licensor shall not be responsible to any damage caused to Licensee in connection with of any third party software (including any open source software) included in the Software, if any.
6. Indemnity. LICENSEE AGREES TO FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS THE LICENSOR AND ANY LICENSOR PARTY, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES AND EXPENSE (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO THE LICENSEE’S USE OF THE SOFTWARE AND/OR SERVICES.
7. Proprietary rights. The Software, Services and User Documentation are protected by copyright and other intellectual property laws and international treaties. The Software is licensed and not sold, and Licensee will acquire no ownership rights of any kind or nature whatsoever in the Software.
The Licensor (or its third-party providers, if any) reserves all rights, including proprietary rights, not expressly and specifically granted to Licensee in this Agreement. Without limiting the foregoing, the Licensor (or its third party providers, if any) retains all title, right, and interest in and to the Software, Services and the User Documentation, and all enhancements, improvements or other modifications made to or derived from the Software, Services and the User Documentation, including all patches, revisions, service packs and other updates (even if made based, in whole or in part, on input and/or requests of Licensee). The proprietary rights reserved hereby include, without limitation, all patents, patent applications, copyrights, trademarks, service marks, know-how, source codes and any and all other applicable intellectual property rights and interests in and to the Software, Services and the User Documentation, and all enhancements, improvements or other modifications made to or derived therefrom.
8. Trademark and use of Name. REGATTA™ is a registered trademark of Licensor. No right, license, or interest to such trademark is granted hereunder, and Licensee agrees that no such right, license, or interest shall be asserted by Licensee with respect to such trademark.
Licensee may not use Licensor’s name and/or Software name without Licensor’s prior written consent, other than for the purpose of publishing positive product reviews regarding its use of the Software and/or Services.
9. Compliance with Laws. Licensee will comply with all applicable laws in performing this Agreement and in connection with any use of the Software and/or Services. Licensee agrees to comply fully with the U.S. and Israeli export laws and to provide Licensor with such documentation, assurances and access to records as may be required to obtain licenses under the U.S. and Israeli export laws.
10. Term And Termination. Unless earlier terminated as provided herein, any license for the use of the Software and Services shall be valid for the limited period specified in writing by the Licensor, unless earlier terminated as provide in this Agreement. Without prejudice to any other rights the Licensor may have, including available legal remedies, this Agreement will terminate immediately and automatically if Licensee fails at any time to comply with the terms and conditions set forth herein.
In addition, each of Licensor and Licensee shall be entitled to terminate this Agreement in case of a breach by the other party which is not curable, or, if curable, is not cured by the other party within 14 days from receipt of the first party’s written notice thereof. Licensor shall be entitled to suspend the use of the Software and/or Services or any portion thereof during the time such breach by Licensee has occurred and has not yet been cured. In case of termination by Licensee for breach by Licensor, Licensor shall refund Licensee a proportionate amount of the basic license fees pre-paid by Licensee (if any) applicable to the remaining portion of the term following the effective date of termination. In all other events of termination Licensee shall not be entitled to any refund.
Upon termination of this Agreement for any reason, the license granted herein will automatically terminate and Licensee: (i) will cease to have and enjoy any and all rights to use the Software and Services, and (ii) if applicable, will remove the Software or any portion thereof from all hard drives and other storage media and destroy all copies of the Software or any portion thereof in its possession or under its control. Termination or expiration of the Subscription Agreement shall not affect provisions that by their nature survive such termination or expiration, including (without limitation) the provisions of the Sections of this Agreement titled “Disclaimer of Warranty”, “Limitation of Liability”, “Indemnity”, “Proprietary Rights”, “Trademark and use of Name”, “Governing Law; Jurisdiction”, “Severability“, “Assignment“, “Entire Agreement; No Waiver“, “Amendments” and “Third Party Beneficiaries”.
11. Confidentiality. Both during the period of the subscription and thereafter, each of Licensor and Licensee undertakes not to reproduce, copy, or disclose to any third party and not use any Confidential Information of the other party, except, in case of Licensor, for purposes of providing the Service and fulfilling its obligations hereunder to Licensee. Each of Licensor and Licensee shall maintain the confidentiality of the other party’s Confidential Information with the same degree of care as it maintains its own Confidential Information, but in no case less than reasonable care. “Confidential Information” means any information identified as “confidential” or “proprietary,” either by legend on written or electronically stored material, or which ought reasonably to be
recognized as confidential or proprietary by virtue of its nature or the circumstances of its disclosure. The foregoing will not be considered as Confidential Information of a party: (a) information already known to the other party without an obligation of confidentiality, (b) information that is or becomes publicly known other than through a breach by the receiving party, or (c) information that is independently developed by the receiving party or its affiliates. If a party is compelled by law or administrative action to disclose the other party’s confidential information, such party shall provide the other party with a prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s expense, if the other party wishes to contest the disclosure. Each of Licensor and Licensee shall implement reasonable security measures to protect the Confidential Information of the other party.
12. Governing Law; Jurisdiction. This Agreement shall be construed and governed in accordance with the laws of the State of Israel, excluding its conflict of law rules. The exclusive jurisdiction for any disputes arising out of or in connection with this Agreement, shall be appropriate court sitting in Tel Aviv, Israel.
13. Severability. 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.
14. Assignment. Licensee will not assign this Agreement or any of Licensee’s rights or duties hereunder except with the prior written consent of Licensor, and any attempt to assign the Agreement without such consent will be void. Licensor may freely assign this Agreement. Without derogating from the above, any transferee must agree in writing to be bound by all terms of this Agreement.
15. Entire Agreement; No Waiver. This Agreement and the DPA represent the entire agreement between Licensee and the Licensor, 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.
16. Amendments. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the duly authorized representative of Licensor. Notwithstanding the above, Licensor shall be entitled to amend and change the terms of this Agreement and it is the Licensee’s responsibility to check the latest version of this Agreement as shall be published by Licensor at www.regatta.dev. Licensee is advised to review these terms of the Agreement regularly for any changes. Licensee’s continued use of the Software and/or Services will be deemed as acceptance to amended or updated terms.
17. Third Party Beneficiaries. Licensor’s licensors and suppliers are third-party beneficiaries to this Agreement and are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if they were a party hereto.