END USER LICENSE AGREEMENT

THIS SOFTWARE END USER LICENSE AGREEMENT ('EULA') IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND CAPHYON. IT PROVIDES A LICENSE TO USE THIS SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY DOWNLOADING OR INSTALLING THE SOFTWARE YOU ARE INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DISCONTINUE USE IMMEDIATELY AND DESTROY ALL COPIES.
1. DEFINITIONS AND INTERPRETATION
1.1 In this EULA:
“Computer” means a desktop, notebook, netbook or similar computer owned by and in the control of the Licensee;
“Effective Date” means the date when the Licensee agrees to the terms and conditions of this EULA, as detailed in the preamble to this EULA;
“EULA” means this end user licence agreement (including the preamble), and any amendments to it from time to time;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Licensee” means the licensee of the Software under this EULA;
“Licensor” means BacklinksXRay, the owner of the Software & the BacklinksXRay.com website.
“Software” means The BacklinksXRay downloadable application including following the application of any Upgrade; and
“Upgrade” an upgrade, update, enhancement, improvement or patch to the Software supplied by the Licensor.
1.2 In this EULA, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of this EULA.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of this EULA.
2. TERM OF EULA
This EULA will come into force on the Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause 9.
3. LICENCE
3.1 The Licensee may use the Software for the Licensee’s business for a period of one year from date of payment, internal business and / or own private and non-commercial purposes and in accordance with the provisions of this Clause 3.
3.2 Subject to the payment by the Licensee of the relevant charges and fees in respect of the Software licence, and the Licensee’s compliance with Clause 3.4 and the other provisions of this EULA, the Licensor grants to the Licensee a non-exclusive non-transferable licence to:
(a) download the Software;
(b) install 1 instance of the Software on one desktop computer and 1 portable (laptop) computer on the condition that only the single authorised licence holder will operate the products. A single licence does not permit the licensee to install the product on a network or a shared drive for use by more than one user.
(c) use 1 instance of the Software anywhere in the world;
3.3 Subject to the payment by the Licensee of the relevant charges and fees in respect of the Software licence, and the Licensee’s compliance with Clause 3.4 and the other provisions of this EULA, the Licensor further grants to the Licensee the rights to:
(a) make not more than 1 back-up copy of the Software anywhere in the world.
3.4 The Licensee must not:
(a) copy or reproduce the Software or any part of the Software other than in accordance with the licence granted in this Clause 3;
(b) sell, resell, rent, lease, loan, supply, distribute, redistribute, publish or re-publish the Software or any part of the Software;
(c) modify, alter, adapt, translate or edit, or create derivative works of, the Software or any part of the Software;
(d) reverse engineer, decompile, disassemble the Software or any part of the Software;
(e) circumvent or remove or attempt to circumvent or remove the technological measures applied to the Software for the purposes of preventing unauthorised use, providing that nothing in this Clause 3.4 will prohibit or restrict the Licensee or any other person from doing any act expressly permitted by applicable law (including any act expressly permitted by Section 296A of the Copyright, Designs and Patents Act 1988).
3.5 All Intellectual Property Rights in the Software are and will remain, as between the parties, the property of the Licensor.
3.6 The Licensee must provide to the Licensor, or procure for the Licensee, upon reasonable notice and during normal business hours, reasonable access to:
(a) any Computers and/or media upon which the Software is / are stored, installed or used; and
(b) any premises at which any such Computer and/or media is situated from time to time,
for the purpose of the investigating whether the Licensee is complying with the terms of this EULA.
4. OTHER USERS
The Licensee must not permit any other person to use the Software or to exercise any of the other rights granted by the Licensee to the Licensor in this EULA.
5. UPGRADES
5.1 The Licensee must promptly apply to the Software each Upgrade released by the Licensor and made available by the Licensor to the Licensee from time to time during the license period of one year since purchase.
5.2 The Licensor will have no obligation to provide support for the Software under Clause 6 or repair or replace the Software under Clause 7.2(d) in relation to any version of the Software that does not incorporate the most recent Upgrade to the Software.
6. SUPPORT
6.1 The Licensor will provide to the Licensee email support during the period of the licence for the purpose of resolving issues with the Software raised by the Licensee acting reasonably.
6.2 The Licensee acknowledges that:
(a) the Licensor’s obligation under Clause 6.1 is subject to such limits (as to time spent in relation to an issue and in relation to the Licensee in aggregate) as the Licensor may determine from time to time;
(b) the Licensor’s sole obligation under Clause 6.1 is to make reasonable endeavours to resolve issues raised by the Licensee;
(c) the Licensor does not warrant or represent that issues raised will be solved by means of the support services; and
(d) the Licensor will not provide any on-site support under this EULA.
6.3 The Licensor may subcontract any of its obligations under this Clause 6 to any third party.
7. LIMITED WARRANTIES
7.1 The Licensee warrants to the Licensor that it has the legal right and authority to enter into and perform its obligations under this EULA.
7.2 The Licensor warrants to the Licensee:
(a) that it has the legal right and authority to enter into and perform its obligations under this EULA;
(b) that the use of the Software by the Licensee in accordance with the terms of this EULA will not infringe the UK Intellectual Property Rights of any third party;
7.3 The Licensee acknowledges that:
(a) the Software may not be error-free and that non-material errors in the software will not constitute a breach of this EULA;
(b) the Software has not been developed to meet the specific requirements of the Licensee, and accordingly the Licensee will be responsible for ensuring that the Software is suitable to meet the Licensee’s requirements.
7.4 All of the parties’ liabilities and obligations in respect of the subject matter of this EULA are expressly set out herein. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this EULA will be implied into this EULA or any related contract.
8. LIMITATIONS AND EXCLUSIONS OF LIABILITY
8.1 Nothing in the EULA will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law, and, if you are a consumer, any statutory rights which you have, which cannot be excluded or limited, will not be affected by the EULA.
8.2 The limitations and exclusions of liability set out in this Clause 8:
(a) are subject to Clause 8.1; and
(b) govern all liabilities arising under the EULA or in relation to the subject matter of the EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
8.3 The Licensor will not be liable to the Licensee for any losses arising out of a Force Majeure Event.
8.4 The Licensor will not be liable to the Licensee in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
8.5 Where the Licensee is a business customer, the Licensor will not be liable to the Licensee in respect of any loss or corruption of any data, database or software.
8.6 Where the Licensee is a business customer, the Licensor will not be liable to the Licensee in respect of any special, indirect or consequential loss or damage.
8.7 The Licensor's aggregate liability to the Licensee will not exceed the total amount paid for the License(s) by the Licensee.
9. TERMINATION
This EULA will terminate immediately and if:
(a) the Licensee breaches any provision of this EULA;
(b) the Licensee: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(c) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Licensee;
(d) an order is made for the winding up of the Licensee, or the Licensee passes a resolution for its winding up; or
(e) (where the Licensee is an individual) the Licensee dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
10. EFFECTS OF TERMINATION
10.1 Upon termination all the provisions of this EULA will cease to have effect, save that the following provisions will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 8 and 11.
10.2 Termination of this EULA will not affect either party’s accrued rights and liabilities.
10.3 Save as expressly provided in this EULA, the Licensee will not be entitled to a refund upon the termination of this EULA.
11. GENERAL
11.1 No breach of any provision of this EULA will be waived except with the express written consent of the party not in breach.
11.2 If a Clause of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this EULA will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
11.3 The Licensor may freely assign this EULA and/or its rights and/or obligations under this EULA without the Licensee’s consent. Save as expressly provided in this EULA, the Licensee must not assign, transfer, charge, licence or otherwise dispose of or deal in this EULA and/or any its rights and/or obligations under this EULA.
11.4 This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
11.5 This EULA constitutes the entire agreement and understanding of the parties in relation to the subject matter of this EULA, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of this EULA. Subject to Clause 8.1, each party acknowledges that no representations or promises not expressly contained in this EULA have been made by or on behalf of the other party.
11.6 This EULA will be governed by and construed in accordance with the laws of Israel; and the courts of Israel will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.
11.7 Our Legal Terms shall be treated as though it were executed and performed in Israel, and shall be governed by and construed in accordance with the laws of Israel, without regard to conflict of law principles. In addition, you agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to our Website, must be instituted within one (1) year after the cause of action arose or be forever waived and barred. Should any part of our Legal Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any Content in our Website conflicts or is inconsistent with our Legal Terms, our Legal Terms shall take precedence. Our failure to enforce any provision of our Legal Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. The rights of BacklinksXRay under our Legal Terms shall survive the termination of our Legal Terms.