License Agreement

T. SAVER SOLUTIONS LTD. And its affiliates (“T.SAVER”, “we”, “our”, or the “Company”) welcomes our customers (“User”, “you”) to our Software (as defined below) and our website at www.skeeperSoftware.com (the “Site”). Users may use the Software and/or the Site in accordance with the terms and conditions hereunder.
By executing a work order of any kind with the Company and/or by installing and/or using and/or accessing the Software, and/or by entering to, connecting to, or using the Site, you acknowledge that you have read and understood this Agreement including the terms of our Privacy Policy and Terms of Use, available at www.skeeperSoftware.com (the “Privacy Policy”) and you agree to be bound by them and to comply with all Softwarelicable laws and regulations regarding your use of the Software and/or Site and you acknowledge that these terms constitute a binding and enforceable legal contract between T.SAVER and you.
PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE INSTALLING THE T. SAVER SKEEPER PLATFORM SOFTWARE. ANY USE OF THE SKEEPER SOFTWARE INCLUDING ANY REVISIONS, MODIFICATIONS, ENHANCEMENTS, UPDATES AND/OR UPGRADES THERETO (HEREINAFTER “SOFTWARE”) ARE AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY EXECUTING A WORK ORDER AND/OR BY USING THE SOFTWARE AND/OR BY INSTALLING THE SOFTWARE ON YOUR BUSINESS’S DEVICE/S YOU ARE ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE NOT WILLING TO BE BOUND BY IT, DO NOT INSTALL THE SOFTWARE AND PROMPTLY UNINSTALL OR ERASE THE SOFTWARE, AND ANY PART THEREOF, FROM YOUR BUSSINESS’S DEVICE/S AND DO NOT USE IT IN ANY MANNER WHATSOEVER.

1. The Software. The Software allows private businesses, government agencies and service providers of all kinds to manage and administrate the waiting lines and wait lists in their place of business, in an online cloud based platform, while allowing the Service Providers’ customers or guests (“End Users”) to “skeep” the line by waiting for their turn anywhere but the line itself, getting online updates regarding the line progression directly to their mobile device SKEEPER Software. In addition, we or Service Providers may also manage certain promotions and other online campaigns, such as loyalty programs through the use of the Service. The term “Software” shall include all part of the platform such as the host’s components, web interface and the End User’s application. The term Software shall not include any software, files or components which are licensed to the Company from third parties (“Third Party Software”), such licenses may be supplemented to this Software. The Company utilizes such Third Party Software according to the applicable licenses governing such Third Party Software. The Third Party Software may include open-source software requiring the disclosure of the source code of such Third Party Software. In such case the source code of such Third Party Software, together with its applicable license, will be made available to you.

2. Title & Ownership. The Software and the related documentation are not for sale and are and shall remain in the Company’s sole property. All intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by or embodied in and/or attached/connected/related to the Software are and shall be owned solely by the Company or its licensors. This Agreement does not convey to you an interest in or to the Software but only a limited revocable right of use in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Company’s intellectual property rights under any law.

3. License. Subject to the limitations and restrictions provided in this Agreement, the Company hereby grants you, and you accept, a non-exclusive, non-sub licensable, non-transferable and fully revocable limited license to use the Software on your company’s Device/s solely for the limited purpose of using the Software for your Business’s internal use in accordance with the terms contained in this Agreement and the Terms of Use which are available at: www.skeeperSoftware.com.
The App, the Site, the Content and the Company’s proprietary intellectual assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, texts, images, designs (including the “look and feel” of the Site and/or the App), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”) and any derivative of any Intellectual Property whether created by Company or otherwise, are owned and/or licensed to Company and subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions.
You may not copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Company’s proprietary rights, including Company’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Terms.
Company has no obligation to provide upgrades, modifications or new releases under these Terms.

4. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of the Company you agree whether by yourself or anyone on your behalf not to: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble, in any way, any portion of the content made accessible by Company on or through the Software or the Site, including any information, videos, text, graphics, software programs used by Company in connection with the Site and/or the Software, materials, descriptions, data obtained from or through this Site and/or the Software (collectively, the “Content”), or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content, other than as permitted under these Terms; (ii) make any use of the Content on any other website or networked computer environment for any purpose, or replicate or copy the Content without Company’s prior written consent; (iii) create a browser or border environment around Company’s Content (no frames or inline linking is allowed); (iv) interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about Users of the Software and/or Site without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including other Users or include such unlawful, hateful, obscene, indecent, or otherwise illegal content in the Content, transferred or uploaded by you on or through the Site and/or Software; (vi) transmit or otherwise make available in connection with this Site and/or Software any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vii) interfere with or disrupt the operation of the Software and/or Site, or the servers or networks that host the Software and/or Site or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes (other than permitted in this License) any use of or access to the Software and/or Content of this Site; (ix) frame or mirror any part of this Site and/or Software without Company’s prior express written authorization; (x) create a database by systematically downloading and storing all or any of the Content from this Site and/or Software; (xi) forward any data generated from the Software and/or Site without the prior written consent of Company; or (xii) use the Software and/or Site for any illegal, immoral or unauthorized purpose; (xiii) use the Software and/or Site and/or Content for non-personal or commercial purposes without Company’s express prior written consent; (xiv) remove, or disassociate, from the Content and/or Site and/or Software any copyright, trademark or other proprietary notices contained in such materials (such as ©,™, or ®); (xv) interfere with or disrupt the operation of this Site and/or Software and/or the Service, or the servers or networks that host the Site and/or the Service and/or the Software or make the Site, Software and/or the Service unavailable, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers, or networks; or (xvi) to impersonate any person or entity, including, but not limited to, any Company agent or representative, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Company endorses you, your website, your business or any statement you make, or present false information about the Service, the Software or the Site on any other website you linked via the Site or Software; or (xvii) infringe or violate any of the Terms.

5. Lawful Use: You hereby declare and agree that you shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which you use the Software, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights.

6. Continuity, Maintenance and Support. As between the parties of this License, The Company has no obligation to provide support, maintenance, upgrades, modifications, or new releases under this Agreement unless otherwise agreed in writing between the parties.
The Software and/or Site’s availability and functionality depends on various factors, such as communication networks. Company does not warrant or guarantee that the Software and/or Site will operate and/or be available at all times without disruption or interruption, or that it will be error-free.
Company reserves the right to modify, correct, amend, enhance , improve, make any other changes to, or discontinue, temporarily or permanently, the Software and/or Site (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Site and/or Software may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Software, the Site and/or the Content included in this Site and/or Software.
At any time, Company may block your access to the Software, and/or the Site temporarily or permanently limit, suspend or terminate your account, for any reason, at its sole discretion, in addition to any other remedies that may be available to Company under any applicable law. Such actions by Company may be taken, inter alia, if Company deems that you have breached any of these Terms in any manner. In addition, Company reserves the right to charge fees for the use of this Software in the future.

7. Warranty Disclaimer And Liability. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE’S OPERATION WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS. TO THE EXTENT ALLOWED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. The Company will not be responsible or liable for any content you submit through the use of the Software. The Company retains the right, but not the obligation, to remove, at its sole discretion, any content from its servers which is not in compliance with terms of this Agreement.

THE USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK AND THE COMPANY SHALL HAVE NO LIABILITY RELATING THERETO.

COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE APP AND/OR SITE AND/OR CONTENT AVAILABLE ON THE SITE AND/OR APP (INCLUDING BUT NOT LIMITED TO THAT THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS).

THE CONTENT, AND SERVICES AVAILABLE ON THE SOFTWARE OR SITE MAY INCLUDE ERRORS. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE, THE SITE AND/OR SERVICES ARE OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS.

YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY CONTENT AND/OR DATA DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THIS SITE AND/OR SOFTWARE.

YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SOFTWARE, THE SITE AND/OR THE CONTENT ARE ENTIRELY AT YOUR OWN RISK.

You agree to defend, indemnify and hold harmless Company (including its affiliates, subsidiaries, partners or licensors or any of their respective officers, directors, employees and/or agents) from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Software, the Content and/or Site; (ii) your violation of any of these Terms; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of the Software and/or Site (including your violation of any law or the rights of third party); and

8. Limitation of Liability. THE COMPANY SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO THE INSTALLATION OF THE SOFTWARE AND/OR ANY USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE COMPANY HAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Third Party Software. If the Software contains any software provided by third parties, such third party’s software is provided “AS IS” without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties.

10. Indemnification. You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Software; (ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including without limitation any intellectual property right, property right and/or privacy right.

11. Termination. Company may terminate this agreement with you for any reason at its sole discretion. Your failure to comply with the terms of this Agreement shall terminate your license and this Agreement. Upon termination of this Agreement: (i) the license granted to you in this Agreement shall expire and you, upon termination, shall discontinue all further use of the Software; and (ii) you shall promptly return to the Company all tangible property representing the Company’s intellectual property rights and all copies thereof and/or shall erase/delete any such information held by it in electronic form. Sections 2, 7-13 shall survive any termination of this Agreement.

12. Governing Law & Jurisdiction. This Agreement shall be construed and governed in accordance with the laws of Israel (except for conflict of law provisions) and the competent courts of Tel-Aviv shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

13. Miscellaneous. This Agreement represents the complete agreement concerning the license granted herein and the subject matter hereof and may be amended only by a written agreement executed by both 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. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign your rights or obligations under this Agreement without the prior written consent of the Company.

I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
License agreement