NEULA

IMPORTANT !

NON-EXCLUSIVE END-USER LICENSE AGREEMENT FOR PTB -
PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS SOFTWARE INSTALLATION:

The Non-Exclusive End-User License Agreement ("NEULA") granting the limited right to use the PTB software (as defined below), is a legal agreement, binding the you (either an individual or an entity) (referred to as “Licensee”) and SandboxModel Ltd. (referred to as " Licensor ").

The Licensor hereby grants the Licensee, subject to the terms and conditions of the NEULA – the limited non-exclusive right to use the PTB software.

The PTB software may include associated software components, media, printed materials, and "online" or electronic documentation.

By purchasing a license for, installing, copying, or otherwise using the PTB software - you, as the Licensee, agree to be bound by the terms and conditions of the NEULA.

This NEULA represents the entire agreement between the Licensee and the Licensor, and it supersedes any prior proposal, representation, or understanding between the parties.

If you do not agree to the terms of this NEULA, do not purchase a license for, install or use the PTB software.

NON-EXCLUSIVE END-USER LICENSE AGREEMENT

This Agreement is made on the date accepted by the Licensee

By and Between:

SandboxModel Ltd.
("Licensor")

And:

The End-User of the PTB software (as defined below)
("Licensee")

WHEREAS: The Licensor is the owner of the Project Team Builder Software ("PTB"), as defined below, and has all right, title and Interest in and to it as well as to any related information and documentation.

WHEREAS: The Licensee wishes to obtain a non-exclusive and non-transferrable license to use the PTB, subject to the following terms and conditions as set in this Agreement.

IT IS HEREBY AGREED BY THE PARTIES:

ARTICLE 1: DEFINITIONS

1.1 “PTB” means the Project Team Builder software including all modules versions and products.
1.2 "Permitted Use" means using PTB by a single person.
ARTICLE 2: GRANT OF LICENSE
2.1 Licensor hereby grants to Licensee and Licensee agrees to accept a free-of -cost, non-exclusive, non-transferable license to use the PTB only for the Permitted Use, subject to all terms and conditions as set in this Agreement.
2.2. Single User License Grant: Licensor grant to Licensee a nonexclusive and nontransferable license to use the PTB software in object code form solely,

ARTICLE 3 : LICENSE RESTRICTIONS
3.1 Licensee agrees to take any and all measures to protect the PTB from unauthorized and illegal use of it.
3.2 Licensee may not modify, translate or adapt the PTB as a whole or any part thereof.
3.3 Except as expressly authorized for the Licensee to use the PTB as defined in Section 2 above, Licensee agrees not to rent, lease, sub-license, distribute, transfer, copy, reproduce, display, modify or time-share the PTB.
3.4 Licensee may not transfer the License to another person or entity.
3.5 It is hereby agreed that the Licensor is not obligated to provide any technical support and/or any other assistance to Licensee in relation to the use of the PTB.
3.6 The Licensee is obligated to keep in confidence all confidential information related to the PTB, including without limitation, the ideas, concepts, know-how, techniques and other information disclosed to the Licensee.
3.7 Licensee grants to Licensor or its accountants the right to examine its records, computer, server and any related accounts during Licensee's normal business hours to verify compliance with the above provisions
3.8 This License is effective until terminated. Licensee may terminate this License at any time by destroying all copies of Software including any documentation.
This License will terminate immediately and automatically without notice from Licensor if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of PTB.

ARTICLE 4 : INTELLECTUAL PROPERTY RIGHTS
4.1 The PTB is owned by the Licensor and is protected by the International and USA Copyright Laws.

4.2 Licensor has the exclusive right to make any future Improvements, upgrades, developments, changes, derivatives in and to the PTB ("Improvements").

All Intellectual Property rights in and to the PTB and Improvements shall remain vested in the Licensor. No provision and/or the fact that the Licensee is granted a non-exclusive license hereof, may be interpreted as conveying any ownership rights whatsoever on the PTB and the Improvements thereof.

ARTICLE 5 : DISCLAIMER OF WARRANTIES
5.1 Licensor makes no warranty and disclaims and excludes any and all other express & implied warranties as well as statutory warranties, including, without limitation, warranties of good title, warranties against infringement (including that PTB infringe any patent, copyright or other intellectual property right of any third parties), and the implied warranties of merchantability and fitness for a particular purpose of the PTB and Improvements.

5.2 Licensor does not warrant that the PTB will satisfy Licensee's requirements or that PTB is without defect, error, computer virus or any other computer false which may interrupt its operation.

5.3 Licensor is not obligated to provide the Licensee with any Improvements and /
or any other version of the PTB.

ARTICLE 6 : LIMITATION OF LIABILITY
6.1 The PTB is provided to the Licensee "As Is".

6.2 Licensor shall, in no event, be liable to Licensee or to any other party, under the Agreement herein, for any loss of profits, loss of business, loss of data, or interruption of business, for any incidental or consequential damages arising out of the use or inability to use the PTB or for any claim by any other party.

6.3 Licensor shall in no event be liable for direct, indirect, special, reliance, incident, or consequential loss or damage of any kind arising under the Agreement herein, whether in a contract, tort or other action for or arising out of breach of warranty, breach of contract, delay, negligence, strict liability or otherwise.

ARTICLE 7 : TERMINATION AND TERMINATION EFFECT
7.1 The License is valid for a period defined in the purchase order (“License Period”), unless terminated earlier, as per the terms of this Agreement. .
For avoidance of doubt it is hereby agreed by the Licensee and the Licensee is aware that following the License Period – the usage of PTB – will be automatically terminated and the Licensee will have no further access and usage rights in it. This process shall be executed without any notice from the Licensor !!
7.2 Licensor may terminate the License and this Agreement at any time, for any reason, including but not limited to if it finds that Licensee has violated any of the terms of this License.
7.3 Upon notification of termination, Licensee agrees to destroy all copies of the PTB and to certify in writing to the Licensor that all knows copies, including back up ones, have been destroyed.
7.4 The obligations of the Licensee under this Agreement shall survive any such termination.
ARTICLE 8 : MISCELLANEOUS
8.1 This Agreement supersedes all prior agreements and understanding between Licensor and Licensee pertaining to the PTB and can be changed only by a writing executed by the party against whom such changes is sought to be enforced.
8.2 In case of any amounts reimbursed refunded or repaid to a client, such amounts shall include the purchase price minus any value added taxes applicable or any other applicable taxes, levies, or fees.
8.3 The laws of the State of Israel shall apply to this Agreement, excluding any conflicts of laws provisions that would lead to the application of the laws of any other jurisdiction.