This Espro-Acoustiguide License Agreement (hereinafter “Agreement”) is a legal contract between you (either an individual or a single business entity hereinafter referred as “You” or “Licensee”) and Espro Information Technologies LTD., an Israeli limited liability company (hereinafter "Acoustiguide") and its affiliates; made in connection with audio and multimedia tours and related content, of Acoustiguide or its licensors, including without limitation. audio and/or visual works, interactive games, concepts, authentic footage and/or logos downloadable for free or against consideration (the “Audio Multimedia Tour/s”/ “Tour/s”).
BY CLICKING THE “I ACCEPT” BUTTON BELOW, OR BY DOWNLOADING OR OTHERWISE USING A TOUR OR ANY PART THEREOF, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD OR USE THE TOUR OR ANY PART THEREOF.1. Limited Non-exclusive License. Subject to full payment by You of the download fee set forth in the downloadable tour window (“Download Fee”), Acoustiguide hereby grants you, a personal, non-exclusive, non-transferable, non-sub-licensable license to download the Audio Multimedia Tour/s to your personal computer and/or personal device/ player designed for personal use such as cell phones, iPods or any other Mp3 player, and to watch, listen to, and use the Audio Multimedia Tour/s for your personal, internal usage. Any other use, including without limitation, a commercial use, is strictly prohibited.
2. Owenrship Rights. All rights, including copyrights and all other intellectual property rights in and to the Audio Tour downloaded by you, are reserved by, and solely belong to Acoustiguide and/or its licensor and/or copyrights holders. Other than the right to use expressly granted to You hereunder, no other right in the Audio Tours is granted to You.
3. License Restrictions. Without limiting the foregoing in Section 2, You acknowledge and agree that the download of the Audio Multimedia Tour/s does not transfer to you any commercial or promotional use rights in the Audio Multimedia Tour/s. Without limiting the above You acknowledge and agree that except as allowed by law or as clearly indicated in writing by Acoustiguide, the Audio Multimedia Tour/s (and any portion thereof) may not be reproduced, displayed exhibited or performed in whole or in part in or at public places.
In addition, You agree that You will not: (a) edit, modify, translate or create derivative works or adaptations of the Audio Multimedia Tour/s; (b) copy, reproduce, duplicate, assign, sublicense, transfer, give, disclose, pledge, lease, rent or share any portion of the Audio Multimedia Tour/s or your rights under this Agreement; (c) duplicate or otherwise reproduce (including but not limited to "burning") the Audio Multimedia Tour/s, or any portion thereof, onto any physical medium, memory or device including but not limited to CDs, DVDs, VCDs or any other such device or medium now known or hereinafter devised; (d) attempt to circumvent, avoid, bypass, remove, deactivate, impair or otherwise defeat any digital rights management software in which the Audio Multimedia Tour/s are wrapped or otherwise associated with; (e) decompile copy, reproduce, reverse engineer, disassemble or otherwise reduce the computer file in which the Audio Multimedia Tour/s are stored to a human-readable form; (f) use the Audio Multimedia Tour/s in competing business.
4. Disclaimer of Warranty. You acknowledge and agree to the essential condition that the Audio Multimedia Tour/s are provided "As Is", and that You download the Tour/s at your own risk. Therefore, you are aware and agree that the Audio Multimedia Tour/s might not be suitable for your purposes or satisfy your expectations or requirements with respect to it. You also acknowledge and agree that the Audio Multimedia Tour/s could contain errors or other harmful components.
5. Limitation of Liability. SUBJECT TO THE APPLICABLE LAW, IN NO EVENT SHALL ACOUSTIGUIDE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS OF ANY KIND WHATSOEVER, EVEN IF ACOUSTIGUIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUBJECT TO THE APPLICABLE LAW, IN NO EVENT SHALL ACOUSTIGUIDE LIABILITY EXCEED THE AGGREGATE DOWNLOAD FEE PAID BY YOU IN CONNECTION WITH THE AUDIO TOUR DOWNLOADED HEREUNDER.
6. Term and Termination. This Agreement will terminate immediately without notice from Acoustiguide if You fail to comply with any term herein, or if you fail to pay the Download Fee. Upon termination, You must erase, destroy or otherwise remove the Tours from all computers and portable devices within your possession or control.
7. Miscellaneous. These terms and conditions constitute the entire agreement between Acoustiguide and You and supersede any other communications or advertising with respect to the Audio Multimedia Tour/s. This Agreement is governed by the laws of the State of Israel.
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. No modification or waiver of this Agreement or any provisions shall be binding unless made in writing and signed by the parties hereto. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.