END USER LICENSE AGREEMENT - REGISTRATION FORM INSTALLED PROGRAM - FULL & FREE EDITION
(NONEXCLUSIVE; OBJECT CODE ONLY)
ILIENT'S SOFTWARE (ANY AND ALL VERSIONS) IS COPYRIGHTED AND LICENSED (NOT SOLD). ILIENT DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED SOFTWARE TO YOU. YOUR LICENSE OF THE LICENSED SOFTWARE MAY COMMENCE ONLY UPON YOUR EXECUTION OF THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF ILIENT HAS RECEIVED AND APPROVED A COPY OF IT AS EXECUTED BY YOU
This Registration Form (the: "RF") is made by and between Ilient Ltd., an Israeli corporation, company number 51-328603-9, having its main place of business at 6 Hamasger St., Or-Yehuda ("Ilient"), and you ("You" and/or the "Licensee") whose name, company's number and address is set forth below.
1. Continuation of the Agreement. This RF is an integral part of the installed program user license agreement (the: "Agreement"). The provisions of the Agreement shall continue to apply, unless specifically stated otherwise in this RF. Capitalized terms used herein and not defined in this RF, shall have the respective meaning set in the Agreement. For your convenience, the Agreement is attached as an integral part of this RF as Exhibit A.
License Fees & Payments. All fees and payments will be paid as described in section 10 to the Agreement.
Without derogating from the above, first payment shall be made directly to Ilient upon execution of this RF and prior to delivery of the Licensed Software or the maintenance and support service.
2. Taxes. As set forth in section 10 to the Agreement, you are solely responsible for payment of any taxes applicable by any law, resulting from you downloading any version or edition of the Software or of any other services under this RF (e.g. support, maintenance etc.). Ilient reserves the rights to have you pay any such taxes as it fall due to Ilient for remittance to the appropriate authority. You agree to hold harmless Ilient from all claims and liability arising from your failure to report or pay such taxes.
3. Support & Maintenance. Ilient offers support and maintenance services, all as detailed in Exhibit A to the Agreement.
4. Limitation of Liability and Warranties. Ilient warrants You, as set forth in section 7 to the Agreement, for your benefit alone, that Ilient's cumulative liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this RF and/or to the Agreement shall not exceed the license fee paid to Ilient for the use of the Licensed Software, or the fee paid for the maintenance and support service, if applicable. In no event shall Ilient be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, to any party, even if Ilient has been advised of the possibility of such damages.
5. You are solely and exclusively responsible to notify and update Ilient as soon as possible or upon Ilient's request on any change in the information and data provided in this RF, including but not limited to any change in the number or identity of the administrators, end-users computers and assets at your organization.
6. Please fill-in the following details in the chart below:
| Contract number: |
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| First Name: |
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| Last Name: |
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| Company Name: |
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| Country: (select) |
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| Address: |
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| E-Mail: |
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| Tel No.: |
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| Fax No.: |
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| Number of Administrators: |
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| Number of End Users: |
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| Number of Assets: |
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| Manager Dashboard Module: |
Yes / No |
| Projects and Tasks Module: |
Yes / No |
| Monitoring Module: |
Yes / No |
| CMDB Module: |
Yes / No |
| Comments: |
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7. You agree that Ilient may list You as a customer and reproduce Your logo and registered trademark online or in printed materials solely to indicate that You are or were a licensee or user of the Software, unless and until You provide Ilient with a written notice not to do so.
8. Newsletter subscription. Ilient distributes, from time to time, a newsletter which includes practical tips, stories and advice for SysAid users. You hereby agree to receive Ilient's newsletter to your e-mail address provided above, as shall be distributed by Ilient or on behalf of Ilient. You may, in any time, to ask for your removal, and such removal will become effective in the lapsing of seven days of Ilient's receipt of the above request.
9. Confidentiality. Both parties agree to treat as confidential all information received from the other party which the other party has indicated in writing to be confidential, except if such information already exists in the public domain, is already in the receiving party's possession, is independently developed by the receiving party outside the scope of this RF or the Agreement, or is rightfully obtained from third parties. Both parties agree to disclose this information only to those of its employees and any third party who need to know it for the performance of this RF, and to ensure that such employees and the relevant third party are informed and agree to keep such information confidential. Both parties further agree that they, their employees and the relevant third party shall observe all security requirements in effect from time to time as the other party's premises, and shall comply with the other party's security procedures for confidential material. This section shall survive termination of the Agreement. Any action for breach of confidentiality must be brought within one (1) year after either party knew or should have reasonably known of the breach, or such longer period as the parties may agree in writing.
Miscellaneous. Without derogating from section 13 to the Agreement, We hereby to inform you that we may modify any of the terms and conditions contained in this RF, at any time and in our sole discretion, by posting a change notice or a new RF on our site which we will notify you of. Any such modification will become effective in the lapsing of seven days of publish.
THIS RF (AND AGREEMENT) IS THE COMPLETE AND EXCLUSIVE STATEMENT OF ILIENT'S OBLIGATIONS AND RESPONSIBILITIES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF ILIENT RELATING TO THE SUBJECT MATTER HEREOF.
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