Terms of Use and License Agreement - Prebeta version of Contactmind™

NOTICE: BY LOGGING INTO THE CONTACTMIND SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF CONTACTMIND’S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, REFERRED TO AS THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST FOLLOW THE STEP LISTED HERE:

1. Grant of License: This is a License Agreement and not a sale of the Service. CONTACTMIND grants you, a non-exclusive right to use the Contactmind Service, at a single location within the territorial boundaries of the country where this Service was delivered to you. All updates and corrections provided to you shall become part of the Service and shall be governed by the terms of this License Agreement.
   
   You may not access the Service if you are a direct competitor of Contactmind, except with Contactmind's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
   
   You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses or access and/or login rights, cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
   
   
2. Ownership: Contactmind together with its licensors, own all right, title, and interest including all worldwide copyrights in the Service. All trademarks, service marks, copyrights, trade secrets and other know how in or related to the Service are and will remain the exclusive property of Contactmind and its licensors, whether or not specifically recognized or perfected under local applicable law. You will not acquire any right in the Service except the limited use rights specified in this Agreement.
   
   
3. Copy Restrictions: All copyrights in the Service are the property of Contactmind. Unauthorized copying of Service Programs and all accompanying user manuals and written material concerning the Service (the Documentation) is expressly forbidden. You may be held legally responsible for any copyright infringement which is caused or encouraged by failure to abide by the terms of this License.
   
   
4. Transfer Restrictions: The License and information provided or any information derivatives are personal to you. You shall not copy, disclose, disseminate, use, license, sell or otherwise transfer or use all or any part of the Service or Documentation without the prior written permission of Contactmind. As the Contactmind Service and all related information is still not in public domain, any information related to the Service which was not published on the Contactmind Web site should be regarded as confidential. You acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm to Contactmind.
   
   
5. Modifications: You agree not to modify, adapt, decompile, disassemble, merge or reverse engineer any parts of Contactmind’s Service.
   
   
6. Export Control: You acknowledge that he is aware that the Service or any of its Software Components is subject to export control, and under terms of this control the Service may be used only for the purposes granted in this License by you within the territorial boundaries of the country where this Service was delivered.
   
   
7. Termination: The License is effective until terminated. This License will terminate automatically without notice from Contactmind if you violate or fail to comply with any provision of this License. Upon termination of this Agreement You shall (A) return to Contactmind all copies of the provided Invitation IDs to the Service or shall certify that all copies of such IDs to the Service have been destroyed (B) Destroy any Documentation that accompanies the Service.
   
   
8. Limited Warranty and Disclaimer of Liability
   
   EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, ALL WARRANTIES OF ANY KIND EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. CONTACTMIND SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES RESULTING FROM ANY DEFECT IN THE SERVICE OR ITS DOCUMENTATION INCLUDING DAMAGES FROM LOSS OF DATA, DOWNTIME, GOODWILL, DAMAGE TO OR REPLACEMENT OF EQUIPMENT OR PROPERTY, AND ANY COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA USED WITH THE SERVICE, EVEN IF CONTACTMIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
   
9. Your Responsibilities: You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and international laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of any data. You shall: (i) notify Contactmind immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Contactmind immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Contactmind user or provide false identity information to gain access to or use the Service.
   
   
10. Information and Data: Contactmind does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Contactmind shall not be responsible or liable for loss or failure to store any Customer Data, the deletion, correction, destruction, or damage. In the event this Agreement is terminated (other than by reason of your breach), Contactmind will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Contactmind reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and salesforce.com shall have no obligation to maintain or forward any Customer Data. For the Pre-beta version of Contactmind, you will not be entitled to get any of the data stored into Contactmind, unless agreed in writing otherwise with Contactmind officials.
    
    
11. Limitation of Liability: You agree that Contactmind 's liability, whether arising out of contract, negligence, strict liability, warranty, or any other cause of action, shall not exceed any amount paid by you for this Service. Any written or oral information or advice given by Contactmind 's dealers, distributors, OEM customers, agents or employees will in no way increase Contactmind 's liability, nor may you rely on such written or oral communication.
    
    
12. General Provisions: This agreement between Contactmind and you, and it cannot and shall not be modified by purchase orders, advertising or other representations of anyone, unless a written amendment has been signed by one of the company officers. Any controversy or claim arising out of or relating to this License Agreement, or breach thereof, shall be settled solely and exclusively by arbitration in Israel before one sole arbitrator. Should the parties not be able to agree on the identity of the arbitrator within 10 days of the written request of one of the parties, then the arbitrator shall be appointed by the chairperson of the Israel Bar Association. The arbitrator shall be bound by the substantive laws of the State of Israel, but shall not be bound by the rules of civil procedure. The arbitrator shall be required to render in writing the reasoning for his award. The award of the arbitrator shall be final. The language of the arbitration shall be English. The first use by you of the Service shall constitute its agreement to submit to arbitration as aforesaid. This agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to any rules of conflicts of laws that might otherwise apply.
    
    
13. INTERNET PERFORMANCE: CONTACTMIND’s SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CONTACTMIND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.