This End User License Agreement (“Agreement”) is a legally binding agreement between you, either as an individual or on behalf of an entity (“You”), and flexiWAN (“We” or “Us”), regarding Your use of flexiWAN’s flexiEdge and flexiManage software (“Software”). If You do not wish to be bound by the terms of this Agreement, do NOT install, use, or copy this Software. By accepting this Agreement, or installing, using, or copying the Software, You legally bind yourself to the terms of this Agreement.

1. Definitions

“Intellectual Property Rights” mean all intellectual property rights, whether registered or not, including, but not limited to, patents (as well as continuations and re-issuances), copyrights, design rights, trademarks, trade names, utility models, specifications, inventions, know-how, and any other intellectual property right in or related to the Software.

2. The License

We hereby grant You a non-exclusive, revocable, limited, non-assignable, non-sub-licensable, non-transferable license to use the Software, subject to the terms and conditions of this Agreement. For the avoidance of doubt, You do not acquire any rights whatsoever in and to the Software beyond the rights granted in accordance with this Agreement, and You may only use the same in complete accordance with this Agreement.

You are allowed to install as many copies of the Software as You want, consistent with the terms of this Agreement. This Software is licensed, not sold, and You shall not own the Software in any respect. We reserve all rights to the Software not granted by this Agreement.

We note that the Software may contain certain open source components, as shall be described in the documentation. As such Your use of the Software will be subject to the terms and conditions of such open source licenses, and You are responsible for any such open source license terms.

3. Restrictions

You agree not to (a) sell, license (or sub-license), lease or transfer the Software for a fee, or otherwise exchange the Software for anything of value; (b) modify, disassemble, decompile, reverse engineer, reverse compile, revise or enhance the Software or attempt to discover the Software’s source code or otherwise translate the Software.

4. Intellectual Property Notice

We, as well as any of Our licensors, reserve all of the Intellectual Property Rights in the Software. You do not gain any Intellectual Property Rights in or to the Software, save for the right to use the Software in accordance with the terms of this Agreement.

Without derogating from the above, if You make any modifications and/or derivative work in respect of the Software, any such modifications and derivative works will be solely owned by Us, and You will have no right or title in such modifications and derivative works. You agree to execute any document and provide any assistance required ensuring vesting full title and ownership of such modifications and derivative works in flexiWAN.

5. Privacy Notice

You agree that We may collect and use personal as well as technical information gathered as part of Your use of the Software as well as the support services provided to You, if any, including your name, email address, phone number, third-party data, and other technical information or data submitted through Your interaction with Our products  We may use this information to improve our products or to provide customized services or technologies to You and will not disclose this information in a form that personally identifies You.

Your privacy and the security of Your information is important to Us. We will store and transmit Your information and data using practices that are consistent with commercially-reasonable safeguards to protect the integrity of your information and data. Although we will undertake commercially-reasonable efforts to preserve and protect the integrity of your information and data, please understand that no security measures are without potential risks. We recommend that You review our Privacy Policy, which sets forth the information We collect and receive, how We may use and share that information, and what Our and Your respective rights are regarding that information.

6. Maintenance and Support

In the event that at any time an error is discovered in the Software, We shall attempt, through reasonable commercial efforts, to provide a correction for such error, and any corresponding maintenance and support services.

7. Termination

FlexiWAN reserves the right to revoke this license at any time, without notice, if:

1. You are found to be violating any terms of this Agreement;
2. Your use of the Software breaches the spirit of this Agreement;
3. For any reason We decide to discontinue to provide access to the Software; or
4. For any other reason We see fit.

8. Disclaimers and Limitations of Liability

THIS SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. WE MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTIBILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLETENESS OR ACCURACY OF THE SOFTWARE AND/OR ANY DELIVERABLE DELIVERED IN ACCORDANCE WITH THIS AGREEMENT, OR THAT THE USE OF THE SAME WILL NOT INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. YOU AGREE TO ASSUME THE ENTIRE RISK RELATING TO THE USE, QUALITY, AND PERFORMANCE OF THE SOFTWARE.

WE MAKE NO WARRANTY THAT THE SOFTWARE AND/OR ANY DELIVERABLE DELIVERED IN ACCORDANCE WITH THIS AGREEMENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, FREE OF VIRUSES OR MALWARE.

UNDER NO CIRCUMSTANCES SHALL FLEXIWAN OR ITS AFFILIATES, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INSTALLATION OF THE SOFTWARE.

9. Indemnification

You agree to fully indemnify, defend, and hold flexiWAN and its officers, directors, shareholders, advisors, contractors, licensors, and employees harmless from and against all claims, demands liabilities, damages, losses, costs, and expenses, including legal fees and any other charges whatsoever, howsoever caused, that may arise as a result of:

1. Any breach of this Agreement by You;
2. Any violation by You of any law or the rights of any third party; and/or
3. Use by You of the Software or use by any other person accessing the Software using your account, whether or not with your authorization.

10. Miscellaneous

If any part of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of this Agreement and shall not affect the validity and enforceability of any of the remaining provisions of this Agreement. In such cases, the rest of the Agreement shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.

No provisions in this Agreement shall be waived by either party. The failure of either party to this Agreement to require the performance of the other regarding any provision of this Agreement shall not affect the right of a party to require such performance at any time in the future.

You may not transfer, assign, sublicense, or pledge in any manner whatsoever any of your rights or obligations under this Agreement without Our prior written consent. We reserve the right to transfer, assign, sublicense, or pledge this Agreement at Our sole discretion.

Unless otherwise expressly stated, nothing in this Agreement shall create or confer any rights or any other benefits upon third parties.

This Agreement constitutes the entire Agreement between the parties, and supersedes any and all prior Agreements, understandings or communications, written or oral, between the parties relating to the subject matter hereof. This Agreement may not be modified except by written instrument signed by a duly authorized representative of each party hereto.

This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of another jurisdiction. The parties each consent to the exclusive jurisdiction of the courts of Tel-Aviv, Israel, and waive any objection to venue in such courts.