EULA
END USER LICENSE AGREEMENT
TERRAZONE CLOUD-USER LICENSE AGREEMENT
NOTICE
Please read this document carefully before proceeding. This is a legal agreement between you (either an individual or a single legal entity) and TerraZone Data A.R Ltd., an Israeli corporation and its Affiliates (“TerraZone”), and governs your use of TerraZone’s Cloud Software made available through the AWS and Azure. By clicking on the “I Accept” button or accessing or using the software, you (i) agree to the terms of this end-user license agreement. Suppose you enter this EULA on behalf of an entity (such as your employer). In that case, layer), then you represent and warrant that you have the authority to bind that entity and (ii) you acknowledge that your use of the AWS services is subject to the AWS Customer License Terms, a separate agreement between you and Amazon. Likewise, your use of Azure services is subject to the Microsoft Azure Agreement, a separate agreement between you and Microsoft.
DEFINITIONS
“Affiliate”
means any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with TerraZone Data A.R Ltd.
“AWS”
means the Amazon Web Services marketplace, Amazon’s cloud computing platform
“Azure”
Means
“Order”
means a purchase order, enterprise license agreement, or other ordering document issued by you to TerraZone or a TerraZone authorized reseller that references and incorporates this EULA and is accepted by TerraZone as set forth herein.
“TerraZone Cloud Software”
means the TerraZone Cloud software and all Mesochronic documentation made available by TerraZone with such software.
LICENSE
Subject to the terms and conditions of this EULA, TerraZone grants you a limited, non-exclusive, non-transferable license to use the TerraZone Cloud Software during the license period solely as set forth below. Unless otherwise indicated in the Order, rights granted to You will be perpetual, wor the use of object code only, and will commence on either delivery of the physical media or the date. You are notified of availability for electronic download.
You may:
- use the instance(s) of the TerraZone Cloud Software that you have subscribed to through the AWS or Azure, only on your authorized AWS or Azure account, for your internal business purposes, during the term of the subscription, and
- copy the TerraZone Cloud Software documentation as necessary to install and run the number of copies licensed, provided that any such reproductions include all copyright and trademark notices, but otherwise for archival purposes only.
You may not, and you agree that you will not and will not permit others to:
- reproduce the TerraZone Cloud Software except as expressly permitted above concerning the documentation,
- alter, adapt, modify, create derivative works of, or translate the TerraZone Cloud Software in any way for any purpose, including without limitation error correction,
- reverse engineer, decompile, disassemble, or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the TerraZone Cloud Software, including without limitation any such mechanism used to restrict or control the functionality of the TerraZone Cloud Software, or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the software from the TerraZone Cloud Software (except that the preceding prohibition does not apply to the extent that such activities may not be prohibited under applicable law),
- sell, resell, transfer, distribute, rent, or otherwise allow access to the TerraZone Cloud Software or any part thereof,
- introduce into the TerraZone Cloud Software hosting systems any viruses, worms, Trojan horses, time bombs, trap doors, or other harmful code,
- use the TerraZone Cloud Software for any illegal purpose or in connection with any data or content that is illegal or otherwise infringes or violates the rights of any third parties, or
- export or re-export, directly or indirectly, the TerraZone Cloud Software into any country prohibited by the Israeli Export Control Laws, the United States Export Administration Act, and the regulations thereunder.
This license is not a sale. Title, copyrights, and all other rights to the TerraZone Cloud Software remain with TerraZone.
ORDER
Your Order is subject to this EULA. Orders are binding on TerraZone once accepted by TerraZone. Orders for the TerraZone Cloud Software are deemed to be received upon TerraZone’s delivery of the TerraZone Cloud Software included in such Order. Orders issued to TerraZone must not be signed to be valid and enforceable.
FEES
You agree to pay all prices and fees due for the TerraZone Cloud Software purchased or obtained by you, in addition to any recurring payments that may apply, including the hourly charges listed on the AWS or Azure page for the use of the TerraZone Cloud Software. Fees are non-refundable, and payment obligations are non-cancelable, except as provided in your purchascostss or costs prohibited by law. We expressly reserve the right to change our fees and prices at any time. Changes or modifications in prices and fees shall be communicated to you via email and effective immediately unless otherwise specified.
YOUR ACCOUNT MUST BE ACCURATE AND UP-TO-DATE
You represent that all account information You provide is accurate and will be kept up-to-date. In addition, you will use reasonable means to protect Your account information, passwords, and other login credentials for the TerraZone Cloud Software and promptly notify TerraZone of any known unauthorized use of or access to Your account.
PROPRIETARY RIGHTS
TerraZone reserves all rights not expressly granted herein. Without limiting the preceding, no rights are granted to access or use the TerraZone Cloud Software to build a competitive product or service. TerraZone or its licensors retain all rights, title, and interest in and to the TerraZone Cloud Software and in all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights therein and to it, to any registrations, applications, renewals, and extensions of such rights. Licensee acknowledges that the Software, any product in which the Software is embedded, and Documentation contain intellectual property rights (such as international and United States copyrights, patents, and patents pending) of TerraZone. TerraZone’s technology, Software, and any product in which the Software is embedded are covered by one or more issued or pending patents, as more fully detailed on the Patent Notice page of TerraZone’s website here: https://www.TerraZone.io, as well as published and pending international patents. Your use of specific embedded third-party software may be subject to additional terms outlined in the TerraZone Cloud Software documentation or provided to you during the registration process. TerraZone may install third-party software (for example, from AWS or Azure) as part of the service. Where such activity requires the acceptance of an End User License Agreement (or similar terms), you now authorize TerraZone to accept such terms on your behalf, agree to be bound by and adhere to such terms, and acknowledge that such terms bind you, and not TerraZone.
FEEDBACK
We welcome Your feedback and suggestions about the TerraZone Cloud Software and look for ways to implement them wherever possible. You authorize TerraZone to use feedback and ideas. You provide in connection with Your use of the TerraZone Cloud Software for any purpose without further obligation.
EVALUATION LICENSE, BETA, AND TRIAL VERSIONS
If we provide beta versions of the TerraZone Cloud Software for you to evaluate, they have yet to be generally released. They may contain bugs, errors, or other issues, so they may not be used in your production environments. We may also give you trial access to the TerraZone Cloud Software. Any trial period will expire thirty (30) days after it starts unless otherwise stated in writing by TerraZone. Beta and trial Cloud Services are provided “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues. TerraZone may end the beta or trial at any time, and any related data, information, and files will be lost and no longer accessible to you. Suppose You are licensing the TerraZone Cloud Software for evaluation purposes. In that case, your use of the TerraZone Cloud Software is only permitted in a non-production environment and for the period limited by the specific terms enabling you to activate and use the TerraZone Cloud Software. Notwithstanding any other provision in this EULA, an Evaluation License of the TerraZone Cloud Software is provided “AS-IS” without indemnification, support, or warranty, expressed or implied.
SUPPORT
TerraZone will use commercially reasonable efforts to provide essential technical support and maintenance services for the TerraZone Cloud Software by its then current practices, which are set forth here. Higher levels of support may be available for an additional fee.
TERMINATION
This license will continue for the applicable subscription period or until otherwise terminated. Unauthorized use of the TerraZone Cloud Software or aailure to comply with any provision of this EULA (including failure to pay) will result in automatic termination of this EULA. It will make available to TerraZone other legal remedies. Upon termination of this EULA for any reason, you will erase or destroy all copies of the TerraZone Cloud Software, or part thereof, in your possession, if any. Any use of the TerraZone Cloud Software after termination is unlawful.
TERMINATION
This license will continue for the applicable subscription period or until otherwise terminated. Unauthorized use of the TerraZone Cloud Software or aailure to comply with any provision of this EULA (including failure to pay) will result in automatic termination of this EULA. It will make available to TerraZone other legal remedies. Upon termination of this EULA for any reason, you will erase or destroy all copies of the TerraZone Cloud Software, or part thereof, in your possession, if any. Any use of the TerraZone Cloud Software after termination is unlawful.
END-OF-LIFE
TerraZone reserves the right to end-of-life (EOL) the TerraZone Cloud Software three (3) years after the end-of-sale date. Suppose you prepaid the fee for the TerraZone Cloud Sof,tware which is subject to EOL. In that case, TerraZone will use commercially reasonable efforts to transition you to a substantially similar TerraZone Cloud Software. Suppose TerraZone does not have TerraZone Cloud Software. In that case, TerraZone will credit you any unused portion of the prepaid fee for such TerraZone Cloud Software, calculated from the last date the TerraZone Cloud Software is available. Such credit can be applied toward the future purchase of TerraZone products.
DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT TERRAZONE HAS MADE AND YOU RECEIVE NO EXPRESS WARRANTIES REGARDING THE TERRAZONE CLOUD SOFTWARE AND THAT THE TERRAZONE CLOUD SOFTWARE IS BEING PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. TERRAZONE AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS ABOUT THE TERRAZONE CLOUD SOFTWARE, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NONINFRINGEMENT OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. IT IS YOUR RESPONSIBILITY TO BACK UP ANY DATA OR CONTENT. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, SECURITY, MAINTENANCE, AND STORAGE OF YOUR DATA AND CONTENT.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TERRAZONE OR ITS LICENSORS BE LIABLE FOR LOSS OF DATA, LOSS OF USE, LOST PROFITS, INTERRUPTION OF BUSINESS, COST OF COVER, OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE USE OF THE TERRAZONE CLOUD SOFTWARE, HOWEVER, CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF TERRAZONE OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TERRAZONE’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS EULA EXCEED THE GREATER OF USD$100 OR THE FEES PAID BY YOU FOR THE TERRAZONE CLOUD SOFTWARE DURING THE PERIOD PRECEDING SUCH EVENT.
INDEMNITY
You agree to indemnify and hold TerraZone harmless from and against all costs, losses, liabilities, and expenses arising out of or related to your breach of this EULA or the terms of your agreement with AWS or Azure. TerraZone is not responsible for any service interruptions or changes done by Amazon, Microsoft, or any other third party.
LANGUAGE
The parties hereto confirm that it is their wish that this EULA and other documents relating hereto have been and shall be written in the English language only.
MISCELLANEOUS
Dispute Resolution and Governing Law: In the event of any controversy, dispute, or claim arising out of or related to this EULA, the parties shall follow the dispute resolution procedures as set forth: (i) the parties shall first attempt to resolve a dispute, at the written request of either party, through discussions between an authorized senior management representative of TERRAZONE and an authorized senior management representative of the licensee, (ii) If a dispute is not resolved by preceding going discussions within thirty (30) days, the parties shall, at the written request of either party, submit the dispute to a court of competent jurisdiction as follows: If the licensee is a user residing in Israel, this EULA shall be governed in all respects by the laws of the State of Israel, without regard to the conflicts of laws principles, and the courts in Tel-Aviv-Yafo, Israel shall have exclusive jurisdiction over any dispute or claim arising out of this EULA. Suppose the licensee is a user residing outside the State of Israel. In that case, this EULA shall be governed in all respects by the laws of the State of Delaware, without regard to the conflicts of laws principles. The US District Court in Wilmington, DE, shall have exclusive jurisdiction over any dispute or claim arising from this EULA. This EULA is the entire agreement between TerraZone and you concerning the subject matter hereof and supersedes any other communications, representations, or advertising concerning the TerraZone Cloud Software. Suppose any provision of this EULA is held invalid or unenforceable. In that case, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability. The remainder of the EULA shall continue in full force and effect. No waiver of any right will be effective unless in writing, and no waiver of any right will constitute a waiver of any other right. You may not assign this EULA or any of your rights or obligations under this EULA without TerraZone’s prior written consent. TerraZone may assign this EULA or its rights or obligations under this EULA without notice or consent to an entity that succeeds to all or substantially all of TerraZone’s business or assets.
If you are acquiring the
TerraZone Cloud Software on behalf of any part of the U.S. Government, the following provisions apply. The TerraZone Cloud Software programs and documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively. Any use, modification, reproduction, release, performance, display or disclosure of the TerraZone Cloud Software programs and documentation by the U.S. Government or any of its agencies shall be governed solely by the terms of this EULA. It shall be prohibited except to the extent expressly permitted by the terms of this EULA. Any technical data provided that is not covered by the above provisions is deemed “technical data-commercial items.”
CONTACTS
You may contact TerraZone at Support. TerraZone may send you to notice by e-mail to the address we have on file. Please direct legal notices or correspondence to TerraZone Data A.R Ltd. 8 Abba Eban Blvd. Herzliya 4672526, Israel, Attention: Legal Department.