BizDoc License

1. Scope of License

   1.1 Subject to the terms and conditions of this agreement (“Agreement”), Moding Ltd. (“Moding”) grants to you (“Licensee”) non-exclusive, non-transferable, limited license to use the software product(s) (“Product(s)”) and/or the software solutions (“Solution(s)”) identified by the license, and related manuals or other documentation in written or electronic form (“Software”). Licensee’s use of the Software shall be limited to internal use within Licensee’s organization, including Licensee’s subsidiaries and affiliates, and all such use shall be in accordance with the provisions and limitations set forth in Exhibit A and the license of the Software. If Licensee receives a Product in conjunction with a software application provided by a third party, the Product may only be used with or as part of such software application.

   1.2 Licensee may not transfer, sell, assign or otherwise convey this Agreement, the Software, by operation of law or otherwise, to any other party. Licensee may not sell, rent, license, or grant sublicenses, leases, or other rights in the Software to others or otherwise allow the Software to be accessed by another party. This Agreement automatically terminates if Licensee assigns or otherwise transfers possession of any copy of the Software, Product Updates to another party or purports to do the same. Licensee shall have no right to use the Software to provide time sharing services or act as or operate a service bureau or provide subscription or hosting services for others.

   1.3 For purposes of this Agreement a “Product Update” shall mean any update, service packs patch and/or new release that Moding furnishes generally to its technical support customers in accordance with Moding’s then-current maintenance and support policies and fee requirements. A Product Update replaces part or all of a Product or Product Update previously licensed to Licensee and shall terminate such previously licensed Product or Product Update to the extent replaced by the Product Update. Product Updates shall be subject to the terms and conditions of the license agreement accompanying the Product Update or failing that the current version of this Agreement.

2. Moding’s Rights

   2.1 The Software is proprietary product of Moding or its licensors, and are protected by copyright law. By virtue of this Agreement, Licensee acquires only the non–exclusive right to use the Software and does not acquire any rights of ownership in the Software. Moding or its licensors, shall at all times retain all right, title, and interest in the Software.

   2.2 Moding may terminate this Agreement by written notice if Licensee defaults in the performance of any provision of this Agreement and fails to cure such default to the satisfaction of Moding within ten (10) days after such notice. Within five (5) days after termination of this Agreement for any reason, Licensee will return to Moding or destroy all copies of the Software and certify in writing to such return or destruction of all copies of the Software. This remedy shall not be exclusive and shall be in addition to any other remedies which Moding may have under this Agreement or otherwise.

3. Non–Disclosure; Copies; Alterations

   Licensee acknowledges that the Software is the valuable proprietary and trade secret information of Moding or its licensors. Licensee shall (i) limit use and disclosure of the Software to its employees, its consultants, and its consultants who agree to be bound by the terms of this Agreement; (ii) not provide or disclose any of the Software to another party; and (iii) take all reasonable precautions to maintain the confidentiality of the Software. Licensee shall not cause or permit the reverse engineering, disassembly, copying, or decompilation of the Software, except to reproduce machine–readable object code portions for backup purposes and installation of new releases, under penalty of license termination but not exclusive of any other remedies. Licensee may copy the Software for installation and archival purposes only. Licensee is permitted to make one archival copy to be used only for backup purposes. All copies of the Software shall bear the original and unmodified intellectual property rights markings that appear on or in the Software. Licensee may not copy nor allow others to copy the Software or any Product Update for any other purpose. Licensee agrees not to remove any product identification, copyright notices, or other notices or proprietary restrictions from the Software.

4. Limited Warranty

   This Limited Warranty is in effect for claims made within ninety (90) days from the date of initial shipment, or download if applicable, of the Software from Moding’s site. Moding warrants that it has the right to license the Software. Moding will defend Licensee against any claim based on an allegation that a Software infringes a patent or copyright, but only if Moding is notified promptly in writing of such claim, and is given sole control of the defense thereof, and all related settlement negotiations relating thereto. Notwithstanding the foregoing, Moding shall not be liable to Licensee for any claim arising from or based upon the alteration or modification of any of the Software. If a part of the Software (“Program”) is held or believed by Moding to infringe any intellectual property right of a third party, Moding shall have the option, at its expense, to (a) substitute or modify the Program to be non-infringing, or (b) obtain for Licensee a license to continue using the Program. If it is not commercially reasonable to perform either of the above options, then Moding shall terminate the License and provide a pro rata refund of the License Fees received by Moding for the relevant copy of the Software licensed, amortized over three years from the Shipment Date. This Section sets forth Moding’s entire liability and Licensee’s sole and exclusive remedy for infringement.

   THE LIMITED WARRANTY SPECIFIED IN THIS SECTION 4 SETS FORTH ALL WARRANTIES AND REPRESENTATIONS PROVIDED BY MODING TO LICENSEE WITH RESPECT TO THE SOFTWARE. SUCH LIMITED WARRANTY IS PROVIDED SOLELY BY MODING AND NOT MODING’S LICENSORS. EXCEPT FOR THE LIMITED WARRANTY PROVIDED BY MODING TO LICENSEE PURSUANT TO THIS SECTION 4, NEITHER MODING NOR ITS LICENSORS, NOR ANY OF THEIR RESPECTIVE SUPPLIERS, MAKE ANY EXPRESS WARRANTIES OR REPRESENTATIONS RELATING TO THE PRODUCTS OR ANY SERVICES RELATED THERETO, AND FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS AND ANY SERVICES RELATED THERETO. THE LIMITED WARRANTY SPECIFIED IN THIS SECTION 4 GIVES THE LICENSEE SPECIFIC LEGAL RIGHTS, AND MAY ALSO IMPLY OTHER RIGHTS WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, AND DO NOT ALLOW A LIMITATION ON HOW LONG ANY IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY. No Moding employee, supplier, or agent is authorized to make any modification or addition to this warranty.

5. Limitation of Liability

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF MODING, IF ANY, FOR DAMAGES RELATING TO ANY SOFTWARE AND/OR SERVICE SHALL BE LIMITED TO THE ACTUAL AMOUNTS RECEIVED BY MODING FOR THE RELEVANT COPY OF THE SOFTWARE LICENSED DURING THE FIRST YEAR COMMENCED ON SELLING DATE TO LICENSEE, OR ITS MAINTENANCE FEE DURING SUBSEQUENT YEARS COMMENCED ON MAINTENANCE RENEWAL DATES. MODING’S LICENSORS AND THEIR SUPPLIERS SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING THE SOFTWARE OR DISTRIBUTING ANY PORTION THEREOF, OR AS A RESULT OF ANY SERVICES RELATING THERETO. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL MODING, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, ANY COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY PORTION THEREOF, OR ANY SERVICES, EVEN IF MODING, ITS LICENSORS AND/OR ANY OF THEIR RESPECTIVE SUPPLIERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY. EACH EXCLUSION OF LIMITATION IS INTENDED TO BE SEPARATE AND THEREFORE SEVERABLE EXCLUSION.

6. Export Administration

   Licensee agrees to comply fully with all relevant regulations that the Software is not exported or re–exported in violation of law. Further, Licensee shall not directly or indirectly export or re–export any Software without first obtaining Moding’s written approval.

7. Records Inspection

   Licensee shall maintain books and records in connection with Licensee’s actions under this Agreement. Such records shall include at a minimum the number of licenses purchased and being used by Licensee. Moding may, at its expense, audit the records of Licensee to ensure compliance with the terms of this Agreement, bundle, install, enable and utilize automated license tracking, management, and/or enforcement solutions with Moding’s Software, which Licensee may not disrupt nor alter and may also require Licensee to demonstrate the accuracy of those records. All audits shall be conducted during regular business hours at Licensee's offices and shall not interfere unreasonably with Licensee's activities. If any audit reveals that Licensee has underpaid license and/or maintenance fees to Moding, Licensee shall be invoiced for such underpaid fees based on Moding's list price in effect at the time the audit is conducted. If the underpaid fees are in excess of five percent (5%) of the license fees paid by Licensee, then Licensee shall pay Moding's reasonable costs of conducting the audit.

8. Miscellaneous

   THIS AGREEMENT IS THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SOFTWARE AND SUPERCEDES ANY OTHER AGREEMENT, COMMUNICATION OR ADVERTISING ORAL OR WRITTEN, SIGNED OR UNSIGNED, WITH RESPECT TO THE SOFTWARE. To the extent there are any terms and conditions contained in Licensee’s purchase order or other documentation supplied by Licensee (“Licensee Documents”), the terms and conditions contained in the Licensee Documents shall be deemed to be stricken and the terms and conditions of this Agreement shall govern. Except as otherwise expressly set forth herein, this Agreement is governed by the laws of the State of Israel. The parties agree to be subject to the sole jurisdiction of the courts in the state of defender’s choice if a suit is commenced in connection with this Agreement.

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