YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE DOWNLOADING THE SOFTWARE INTO YOUR COMPUTER. DOWNLOADING THE SOFTWARE INTO YOUR COMPUTER MEANS YOU ACCEPT THESE TERMS AND CONDITIONS AND UNDERSTAND THAT THEY WILL BE LEGALLY BINDING ON YOU AND ANY END USER. IF YOU DO NOT AGREE WITH THEM, OR DO NOT WANT THEM TO BE BINDING ON YOU, YOU SHOULD NOT INSTALL THE SOFTWARE INTO YOUR COMPUTER.
OWNERSHIP
It is hereby understood and agreed that Sortal Commerce Ltd. ("Licensor") is the owner of all title, interests and intellectual property rights in and to the accompanying software program(s) (the “Software”) downloaded to or installed into your computer and all subsequent copies thereof, regardless of the media or form in which the original copies may exist. You, as a licensee ("Licensee") of this Software do not acquire any ownership rights to the Software. Except as expressly set forth herein, this License does not grant you any rights, whether by license, ownership or otherwise, in or to the Software. The term “Software” shall include its structure, organization, code, user interface and any associated documentation, upgrades, modified versions, updates and edditions of the software licensed to you by the Licensor hereunder, if any.
The Sortal platform is a merchant marketplace where people meet, share and cooperate with others to discuss, comment and shop.
The application and the shop tab is where you can meet other people who like the same things (brand/product/musician etc.) and where you can discuss and interact directly with them.
Any activity you participate in may be presented /posted on your wall – according to your privacy settings and approval.
Within the application as well as within the shop tab your activity may be visible to others (within the tracker) in order to enhance and increase your sharing, influencing and cooperating abilities.
Sortal does not trade or sell your information or your ideas in any manner.
LICENSE
In consideration of your payment of the License fee (whether being it running payments, one time payment or other form as shall be required by Licensor) the Licensor grants you a limited, nonexclusive license to use the Software subject to the terms and restrictions set forth in this License Agreement. You are not permitted to use the Software in any manner not expressly authorized by this License.
The Software is licensed for installation and use only on 1 (one) URL and integrated into 1 (one) Magento platform (the "Domain"). The Software may be used on 1 (one) domain only. The Software and supporting documentation may be copied only as essential for its operation, backup or archive purposes in support of your use of the Software. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software on any copies that you make.
TERM AND TERMINATION
A. The License is effective until terminated as provided in this Agreement.
B. This License will terminate if Licensee fails to comply with (i) any term or condition of this Agreement; (ii) any law apply to Licensee or Licensor; or (iii) any terms of use or other instructions of any social network which is hosting Licensee's activities through the Software. In such event, no notice shall be required by Licensor to effect such termination and Licensor may suspend or deactivate your use of the Software without notice. In such termination Licensee hereby agrees to destroy the Software together with all backup copies, printed or written materials, and merged portions in any form and to remove all of which from Licensee’s computer, Domain and any storage media. Upon termination of this License for any reason, all rights granted to Licensee under this License shall immediately cease.
C. Each of Licensor and Licensee may terminate this License upon thirty (30) days written notice. Such termination shall be made by a written notice by the terminating party to the other party through Licensee's personal account. In the event that the Licensee provides a termination notice within the first 14 days following the download on the Software into Licensee's computer, Licensee shall be entitled to a full refund of the License Fee paid to Licensor. In any other event where Licensee shall terminate the License, Licensee shall not be entitled to any refund and Licensee shall be obliged to pay full License Fees until the end of the License Period. If the Licensor terminates this Agreement, other than due to the breach thereof by Licensee, Licensor shall refund Licensee for the remaining full months until the end of the License Period on a pro rata basis.
Immediately upon terminaton of the License Licensee shall destroy the Software and documentation together with all copies and merged portions in any form and removing all of which from Licensee’s computer, Domain and any storage media.
RESTRICTIONS ON USE
Except for the initial loading of the Software on a hard disk or for archival/backup purposes as provided for above, Licensee shall not, without Licensor's express written consent:
A. Copy or reproduce the Software to any other Domain
B. Copy, transfer, rent, modify, resell, distribute, use or merge the Software, or the associated documentation, in whole or in part, except as expressly permitted herein; or
C. Reverse assemble, decompile, or otherwise reverse engineer the Software.
RESTRICTIONS ON TRANSFER
A. Licensee shall not transfer the Software and/or this License to another party without written and signed permission from Sortal.
B. Licensee shall not sublicense, assign, or transfer the license or the Software except as expressly provided in this Agreement. Any attempt otherwise to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder is void.
UPDATES AND SUPPORT
A. In the event that upgraded versions of the Software are developed, Licensor may, at its discretion, make such updates available to those Licensees who had purchased the Software and have registered with the Licensor and paid any required fees.
B. Licensor shall neither be responsible nor support the Licensee with respect to any matter or inquiry related to the Facebook's or Magento's environment or software. Licensor may (but is not obligated to) send to Licensee from time to time links to posts or articles which include information about the efficient operation at the Facebook or Magento environment or software. Any further support or maintenance service if suggested by Licensor to Licensee may be provided to Licensee who had purchased the Software and have registered with the Licensor and paid any required fees. For receiving price offer for such additional services Licensee may contact Licensor or its authorized business partner.
LIMITED WARRANTY
A. Licensee shall assume the exclusive responsibility for the selection of the Software and for the installation, use, and results obtained from the Software.
B. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. The entire risk as to the quality and performance of the Software is with the Licensee. Should the Software prove defective, you (and not Licensor) assume the entire cost of all necessary servicing, repair, or correction. There are no warranties of performance other than as expressly set forth herein, and no model or demonstration of the product or the Software shall create any warranty or implied promise or consideration of or for performance.
REMEDIES
A. Licensor's entire and maximum liability and Licensee's exclusive remedy shall be the replacement of the Software operated by Licensee at that time. The replacement of the Software shall be made at the sole discretion of Licensor as to the causes of any misfunctionality thereof..
B. In no event will Licensor be liable for any direct or indirect damages, including but not limited to, lost profits, lost savings, or other incidental or consequential damages arising out of the use or inability to use the Software even if Licensor or its authorized dealer has been advised of the possibility of such damages, or if such damages were foreseeable, or for any claim by any other party. Without derogating from Section A above, in no event shall Licensor's liability exceed the price paid by you for the License herein granted.
THIRD PARTY’S SOFTWARE
It is hereby acknowledged by Licensee that the Software is operating only in conjunction with Magento Community Edition 1.5 or any future updated editions or revisions thereof (the "Magento Sofware") that shall be released by Magento as shall be advised by Licensee. The Magento Software is an open source code software. Licensee is the sole responsible for installing the Magento Software on its computer and to comply with the Magento Software license as shall be amended from time to time.
The Software is operating on web social networks, such as Facebook (the "Social Network"). Licensee is the sole responsible for operating the Software on the Social Network and to comply with the respective Social Network terms of use..
LICENSOR MAKES NO WARRANTY OF ANY KIND FOR THE MAGENTO SOFTWARE OR SOCIAL NETWORK, EITHER EXPRESSED OR IMPLIED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MAGENTO SOFTWARE OR SOCIAL NETWORK IS WITH LICENSEE. SHOULD THE MAGENTO SOFTWARE OR SOCIAL NETWORK PROVE DEFECTIVE, LICENSEE ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
LICENSOR SHALL NOT BE LIABLE TO LICENSEE FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE MAGENTO SOFTWARE OR THE SOCIAL NETWORK (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY LICENSEE OR THIRD PARTIES OR A FAILURE OF THE MAGENTO SOFTWARE OR SOCIAL NETWORK TO OPERATE), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
JURISDICTION AND DISPUTES
A. This Agreement and the Limited Warranty shall be governed by the laws of Israel, exclusive its conflicts of law provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (1980).
B. All disputes hereunder shall be resolved exclusively in the competent courts of the city of Tel Aviv, Israel. The parties irrevocabely consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail and waive any jurisdictional or venue defenses otherwise available.
ENTIRE AGREEMENT
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements, oral or written, between the parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict herewith.
LICENSEE HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
