C.D.I. SYSTEMS (1992) LTD - SOFTWARE LICENSE AGREEMENT

AllRights SOFTWARE LICENSE AGREEMENT

YOUR RIGHT AS A CUSTOMER TO USE THE PRODUCT DELIVERED IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT IN THIS LICENSE AGREEMENT. USING THIS PRODUCT SIGNIFIES YOUR AGREEMENT TO THESE TERMS. IF YOU DO NOT AGREE TO THIS SOFTWARE LICENSE AGREEMENT, DO NOT DOWNLOAD OR USE IT.

CUSTOMER should carefully read the following terms and conditions before using the AllRights Software and Documentation contained herein (the "Software"). Downloading and/or using the Software or copying the Software onto CUSTOMER'S computer hard drive or other device indicates CUSTOMER'S acceptance of these terms and conditions. If CUSTOMER does not agree with the terms of this agreement, CUSTOMER should not download or use the Software.

C.D.I. Systems (1992) Ltd. - an Israeli registered company ("C.D.I. Systems") grants, and the CUSTOMER accepts, a nontransferable and nonexclusive License to use the Software on the following terms and conditions:

1. Copyright: The Software (including, but not limited to - any images, applets, photographs, animations, video, audio, music and text incorporated into the Software) as well as any accompanying written materials (the Documentation) is owned by C.D.I. systems or its suppliers, is protected by copyright laws of Israel, the United States and international copyright treaty provisions, and contains confidential information and trade secrets. CUSTOMER agrees to protect the confidentiality of the Software and Documentation. CUSTOMER agrees that it will not provide a copy of this Software or Documentation nor will he attempt to reproduce, rent, lease or in any other manner redistribute them, nor will he divulge any proprietary information of C.D.I. systems to any person, other than its employees, without the prior consent of C.D.I. systems. CUSTOMER agrees to keep visible the AllRights, NetIS and C.D.I. Systems credit, name, icons and graphics and links included in the software, and created when using the software. CUSTOMER shall use its best efforts to see that any user of the Software licensed hereunder complies with this license.

2. Right to use: The Software is licensed for use only in delivered code form. Each copy of the Software is licensed with the basic license package, and is for use only on a single Internet Information Server ("IIS") and for a single machine.

3. Duration: CUSTMOER may use an Evaluation version of the software for a period of up to 60 days for evaluation purposes only, to determine whether the Software meets its needs. When this period has ended CUSTOMER agrees to purchase a registered version of the software or otherwise to stop using it.

This License shall continue as long as CUSTOMER uses the Software in compliance with this License. Should CUSTOMER breach any of its obligations hereunder, CUSTOMER agrees that in addition to paying all his debts to C.D.I. Systems - if any, he agrees to cease all usage of the Software, and return all copies of the Software and this License to C.D.I. Systems.

4. CUSTOMER acknowledges that the Software remains a confidential trade secret of C.D.I. Systems and therefore agrees not to modify the Software or attempt to decipher, decompile, disassemble or reverse engineer the Software, except to the extent applicable laws specifically prohibit such restriction. CUSTOMER may not (i) permit others to use the Software except under the terms of this Agreement, (ii) modify, translate or create derivative works based on the Software, or (iii) remove any proprietary notices or labels from the Software.

5. Intellectual property: Title, ownership rights, and intellectual property rights in and to the Software shall remain in C.D.I. Systems. Title, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This License gives you no rights to such content.

6. REGARDLESS OF WHETHER CUSTOMER LATER CHOOSES TO REGISTER ITS COPY OF THE SOFTWARE, THE SOFTWARE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, AND C.D.I. SYSTEMS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD PARTY'S PATENT(S), TRADE SECRET(S), COPYRIGHT(S) OR OTHER INTELLECTUAL PROPERTY RIGHTS. C.D.I. SYSTEMS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE CUSTOMER REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

Furthermore, C.D.I. Systems does not warrant or make any representations regarding the use or the results of the use of the software or related documentation in terms of their correctness, accuracy, reliability, or otherwise. No oral or written information or advice given by C.D.I. Systems or C.D.I. Systems' authorized representative shall create any warranty or in any way increase the scope of this warranty. Should the Software prove defective, the CUSTOMER (and not C.D.I. Systems or C.D.I. System's authorized representative) assumes the entire cost of all necessary servicing, repair, or correction. Some countries do not allow exclusion of implied warranties, in such a case the above exclusion may not apply to the CUSTOMER. This warranty gives you specific legal rights, and you may also have other publicly known rights, which vary from country to country.

7. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL C.D.I. SYSTEMS BE LIABLE FOR ANY LOST REVENUE OR PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF C.D.I. SYSTEMS OR C.D.I. SYSTEMS' AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN SUCH A CASE THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE CUSTOMER. IN NO EVENT SHALL C.D.I. SYSTEMS' TOTAL LIABILITY TO THE CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR THE SOFTWARE. IN THE CASE WHERE NO AMOUNT WAS PAID FOR THE SOFTWARE, THE TOTAL LIABILITY OF C.D.I. SYSTEMS WILL BE ZERO.

8. CUSTOMER shall comply with all laws and regulations applicable to his activities under this Agreement. CUSTOMER agrees that C.D.I. Systems is not liable for results caused by his or other's failure to comply with all laws and regulations applicable to activities under this Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any other communications or advertising with respect to the Software. Notwithstanding the foregoing, to the extent that any court, tribunal, or other governmental authority of competent jurisdiction determines that any terms of this Agreement are in conflict with the terms of any statute, treaty, or regulation, the conflicting terms of this Agreement shall be superseded only to the extent necessary by the terms required by such law, statute, treaty, or regulation. If any provision of this Agreement shall be otherwise unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permitted so as to affect the parties' intent. In either case, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is governed by the laws of the State of Israel, excluding conflict of laws, provisions and the 1980 United Nations Convention on Contracts for the International Sale of Goods. C.D.I. Systems' failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE OR OTHER DEVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN C.D.I. Systems AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.

C.D.I. Systems (1992) Ltd.
Copyright 2005
All Rights Reserved.

AllRights and NetIS are trademarks of C.D.I. Systems (1992) Ltd.

Other product and company names appearing in C.D.I. Systems products and materials are used for identification purposes only and may be trademarks or registered trademarks of their respective owners. Registered and unregistered trademarks used in any C.D.I. Systems products and materials are the exclusive property of their respective owners.