CAREFULLY READ ALL TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT PRIOR TO ACTIVATING THE SERVICE WITH YOUR USERNAME AND ACTIVATION CODE. BY ACTIVATING THE SERVICE WITH YOUR USERNAME AND ACTIVATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND YOU AGREE TO BE FULLY BOUND BY ITS TERMS AND CONDITIONS.
1.1. Seguro hereby grants you, and you hereby accept from, a non-exclusive and non-transferable right to use the software Services described in Section 2 hereof on the Designated Device described in Section 3 hereof, subject to the terms and conditions of this Agreement.
2.1. (i) “Software” means the machine-readable object codes versions loaded on to the appliance hardware or distributed by any other means; (ii) “Documentation” means the published user manuals and documents that are made for the Software; (iii) “Updates” means the updates or revisions of the Software or Documentation that you may receive; (iv) the “Service” shall mean the Software, the Documentation and the Updates, and any authorized copy of the Software, Documentation or Updates. (v) “Designated Device” means the single cell phone or computer processing unit on which the Software and any related Updates are loaded and used. You may use the Software and any related Updates only on the Designated Device while you possess and operate the Designated Device. (vi) “Client” means an end user using the service on a Designated Device using a single username. (vii) “Service Application” means the softphone application installed on the Designated Device in order to use the Service.
3. THE DESIGNATED DEVICE AND SERVICE APPLICATION
3.1. Only cell phone or computer processing units which support a Service Application can be used as a Designated Device for the Service, and in accordance with the requirements of the Service Application. In addition, you are required to verify that the Designated Device’s operating system supports the Service Application.
3.2. Seguro recommends using the following Applications: BRIA or ZOIPER. Using other applications as the Service Application requires consulting with SEGURO’s technical support. Seguro do not obligates that the Service shall operate using Service Application not recommended by SEGURO.
3.3. Some IP desktop telephones may be used a Designated Device. It is required to consult with Seguro technical support prior to installing the Service.
4. INSTALLATION OF THE SERVICE
4.1. You will install the Service in accordance with the installation guide provided by Seguro.
4.2. In order to install the Service you shall first install the Service Application to the Designated Device from the applicable application online store (App Store, Google Play).
4.3. While activating the Service Application you should register to the Service in accordance with Seguro’s installation guide in order to install the Service.
4.4. The installation and activation of the Service is subject to you performing the installation and registration process according to SEGURO’s instruction.
5. USE OF THE SERVICE
5.1. When registering to the Service, you will receive a designated number to be used for connecting with other users.
5.2. The Service can be used only for connecting with other users of the Service and not for external calls.
5.3. You may use the Service only in and for your own internal purposes and business operations. You may not exceed the number of Clients purchased. Use with more than the maximum permitted number of Clients may cause the Service to malfunction of cancelled.
5.4. You may make additional copies of any related Updates exclusively for internal back-up purposes. You will reproduce all confidentiality and proprietary notices on each of these items. You will not otherwise copy, translate, modify, adapt, decompile, disassemble or reverse engineer the Service.
5.5. The Service includes encryption of I.P. calls according to industry accepted standards. The service does not include tracking or bugging.
5.6. Recording of calls may be provided subject to specific purchase by you.
5.7. The Service is not designated for emergency calls or messages. Seguro shall not be responsible for any event in which the Service shall not be available.
6. ACCEPTABLE USE POLICY
The User undertakes not to use Seguro Services for performing acts which are prevented under the laws of the State of Israel, and declares that he will use the Service in accordance with the provisions of every law, and subject to operation instructions and guidelines to be issued, from time to time, by Seguro.
6.1. Without derogating from the above, the User shall refrain from using the Service in the performance of any of the following:
6.1.1. Unlawfully or without authorization hack, attempt to hack or making any other action whose purpose is hacking, into another computer or phone (in this section: “Device”), including scan and/or locate weaknesses in computer systems and networks.
6.1.2. Unlawfully or without authorization use or monitor information and/or information traffic in other Devices and/or networks.
6.1.3. Obstruct or interfere with other Devices, including prevention of provisions of services to Users, computers or other networks; including the conveyance of Unreasonable overload on other Users or networks (DDOS – Distributed Denial Of Service).
6.1.4. Bugging, listening in, sniffing or monitoring in any other way, inter-computer communication.
6.1.5. Transfer of computer viruses and/or any other software which may damage other Devices.
6.1.6. Transmit any material that threatens or encourages bodily harm or destruction of property.
7. LIMITED WARRANTY
7.1. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT WITH SEGURO, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY SEGURO, ITS LICENSORS OR REPRESENTATIVES OR OTHERWISE’ INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR ANY IMPLIED WARRANTY OF MERCHANTASEGUROLITY OR FITNESS FOR A PARTICULAR PUPOSE, ABSENCE OF HIDDEN DEFECTS, OF NONINFRINGEMENT OR ANY WARRANTY THAT MAY ARISE BY REASON OF USAGE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. SEGURO DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE OR THAT SOFTWARE WILL OPERATE WITHOUT PROBLEMS OR INTERRUPTION.
7.2. UNDER NO CIRCUMSTANCES WILL SEGURO OR ITS LICENSORS, REPRESENTATIVES OR RESELLERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORSEEABLE OR UNFORSEEABLE, BASED ON YOUR CLAIMS OR YOUR CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE SERVICES, INTERRUPTION IN USE OR AVAILASEGUROLITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSESTS) ARISING OUT OF THE USE OF THE SERVICE OR BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIASEGUROLITY IN TORT OR OTHERWISE.
7.3. IN NO EVENT WILL THE AGGREGATE LIASEGUROLITY WHICH SEGURO OR ITS LICENSORS, REPRESENTATIVES OR RESELLERS OR ANYONE ACTING ON ITS BEHALF, MAY INCUR IN ANY ACTION OR PROCEEDING, IN RELATION TO ANY LEGAL CAUSE, EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE IN THE PREVIOUS 3 MONTHS. ANY CLAIM AGAINTS SEGURO IN RELATION TO THE DERVICE MUST BE DELIEVRED TO SEGURO NO LATER THAN WITHIN 12 MONTHS OF THE DATE OF THE EVENT WHICH CAUSES THE CLAIM.
7.4. SEGURO WILL NOT BE LIABLE FOR ANY MALFUNCTION AND/OR DELAY IN THE SUPPLY OF THE SERVICE, ORIGINATING IN FACTORS WHICH ARE NOT UNDER ITS CONTROL, INCLUDING MALFUNCTIONS PERTAINING TO COMMUNICATION PROBLEMS AT THE CUSTOMER’S PREMISES AND/OR IRREGULARITIES IN THE OPERATION OF CUSTOMER’S LOCAL NETWORK, ANY PROBLEM RESULTING IN CUSTOMER’S INTERNET CONNECTION, POWER FAILURES OR DISCONNECTIONS FROM THE ELECTRIC SYSTEM, ANY PROBLEM RESULTING FROM CUSTOMER’SDESIGNATED DEVICE, OR IN CONSEQUENCE OF A FAILURE TO PROVIDE APPROPRIATE DETAILS OR DOCUMENTS.
7.5. WITHOUT DEROGATING FROM THE ABOVE, SEGURO WILL NOT BE LIABLE FOR ANY MALFUNCTION AND/OR DELAY IN THE SUPPLY OF THE SERVICE RESULTING FROM THE OPERATION OF THE SERVICE APPLICATION.
7.6. WITHOUT DEROGATING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SEGURO SHALL NOT BE RESPONSIBLE IN ANY EVENT THAT THE SERVICE (I) HAS BEEN ALTERED IN ANY WAY, INCLUDING BUT NOT LIMITED TO THE REMOVAL OR ALTERATION OF THE ORIGINAL IDENTIFICATION MARKS; (II) HAS NOT BEEN INSTALLED, OPERATED, REPAIRED, OR MAINTAINED IN ACCORDANCE WITH THE DOCUMENTATION; (III) HAS BEEN SERVICED BY PARTIES NOT TRAINED BY OR ON BEHALF OF SEGURO.
8.1. All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the Services are and will remain the exclusive property of Seguro or its licensors, whether or not specifically recognized or perfected under local applicable law.
8.2. You will not acquire any right in the Service except the limited use rights specified in this Agreement. You further acknowledge that the Service embody confidential information owned by SEGURO or its licensors and agree to take all reasonable steps to protect the confidentiality of such information.
8.3. For the avoidance of doubt, it is hereby clarified that nothing in this Agreement will entitle you to receive the source code of the Software or Updates, in whole or in part.
9. TERM AND TERMINATION
9.1. The Service is provided for a period of 12 months (the “Service Period”). After the Service period the Service shall be cancelled unless you will prior purchase the Service for Service Period.
9.2. Seguro may terminate this Agreement, upon reasonable notice and without judicial or administrative resolution, if you or any of your employees or consultants breach any term or condition hereof. Upon the termination of this Agreement for any reason, all rights granted to you hereunder will cease, and you must promptly (i) disconnect any SEGURO appliances from your Designated Device, (ii) purge any related Updates from the Designated Device and all your computer systems, storage media and other files and (ii) destroy all copies of the Service.
10.1. You may not assign, sublicense, lease, pledge or otherwise transfer or encumber the Service, this Agreement or your right or obligations hereunder without SEGURO’ prior approval.
11. SOFTWARE EMBEDDED IN SERVICE OWNED BY PARTIES OTHER THAN SEGURO
11.1. The Service may include software owned by parties other than SEGURO. Those parties retain the right to enforce their own terms and conditions on the rights to use the sub-license of their software.
12.1. All notices or approvals required or permitted under this Agreement must be given in writing. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by Seguro.
12.2. The validity, construction and performance of this Agreement shall be governed solely by Israeli law and the parties hereby submit irrevocably to the exclusive jurisdiction of the Tel Aviv-Jaffa courts
12.3. Seguro’s documentation will constitute a conclusive evidence for each and every purpose with respect to the installation and/or the use of the Service and/or payment of the consideration and/or the rendering of the Service.
12.4. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.
12.5. In the event of any inconsistency between this Agreement and any other related agreement between SEGURO and you, the terms of this Agreement will prevail.