IMPORTANT - PLEASE READ THIS DOCUMENT CAREFULLY: THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") ARE A LEGAL AGREEMENT BETWEEN YOU (EITHER AN IDIVIDUAL OR AN ENTITY) AND WWW.ISATELLITELINK.COM ("ISATELLITELINK") FOR USE OF ISATELLITE’S DOWNLOAD SOFTWARE (AS DEFINED HEREIN BELOW) AVAILABLE VIA ISATELLITE'S WEBSITE.
THE "I ACCEPT" BUTTON AND/OR INSTALING, DOWNLOADING, COPYING OR USING ISATELLITE'S DOWNLOAD SOFTWARE (AS DEFINED HEREIN BELOW) AND/OR THE ISATELLITE WEBSITE AND/OR ANY COMPONENT THEREOF IN ANY MANNER AND FOR ANY PURPOSE, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANY LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" HEREIN SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO ANY OF TERM AND/OR CONDITION IN THIS AGREEMENT, YOU MAY NOT USE AND/OR INSTALL ANY COMPONENT OF ISATELLITE'S DOWNLOAD SOFTWARE (AS DEFINED HEREIN BELOW) AND/OR WEBSITE.
1. Definitions. The following terms shall have the meaning prescribed therewith:
1.1. “Business Day” means an official working day at the country where the official registered office of a Party is located.
1.2. “Confidential Information” means information regarding the business, products, or services of the disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other information that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary by the disclosing Party. Notwithstanding the aforesaid, Confidential Information does not include: any information that is or through no fault of the receiving Party has become, generally available to the public and/or was disclosed to the receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions;
1.3. “Documentation” means any manual and/or technical guide and/or publication, relating to the Isatellitelink Download Software;
1.4. “Effective Date” means the date upon which you clicked the "I accept" button and/or installed, downloaded, copied or used the Isatellitelink Download Software and/or WebSite and/or any component thereof for any purpose;
1.5. “License Term(s)” means the time period(s) during which Users may use the Isatellitelink Download Software;
1.6. “Technology” means Isatellitelink’s proprietary technology (including the data, algorithms, designs, interfaces, techniques, processes, know-how, and any other tangible and intangible technical material) involved in provision of the Isatellitelink Download Software;
1.7. “Party” or “Parties” means Isatellitelink or you or both, as the case may be.
1.8. “Download Software” means the object code version of the validly licensed software applications distributed by Isatellitelink, including all related Technology, Documentation, materials and items provided pursuant to the Agreement and any modified versions, updates, upgrades, additions and copies thereof, unless provided under a separate written agreement;
1.9. “Support Event” means (1) any basic question related to the use or configuration of the Service, or (2) any reproducible non-conformity in the Isattelinlk Download Software causing the Download Software not to operate in substantial conformance with the applicable Documentation;
1.10. “Support Services” means technical assistance provided by or on behalf of Isatelittelink regarding Support Events;
1.11. “User(s)” means any individual authorized by you to use the Isatellitelink Download Software;
1.12. “WebSite” means http://www.Isatellitelink.com.
2. Acceptance of Terms.
3. Modification of this Agreement.
Isatellitelink reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, at any time by posting a notice on the WebSite or by sending you an email. Isatellitelink may also impose limits on certain features and services or restrict your access to parts or all of the Download Software without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Isatellitelink Download Software following the posting of any changes to the terms of this Agreement constitutes acceptance of those changes.
Subject to the terms and conditions of this Agreement, including full payment per subscription, Isatellitelink hereby grants you a non-exclusive, non-sub licensable, non-transferable subscription to access and use the Isatellitelink Download Software on computers within your internal network, on licensed platforms and configurations, in accordance with the Documentation and solely for personal, non-commercial use.
5. License Limitations. You shall not (1) license, sublicense, sell, resell or use Isatellitelink's Download Software for the benefit of any third party; (2) transfer, assign, distribute and/or commercially exploit or make available the Isatellitelink's Download Software or any related content to any third party not authorized by Isatellitelink; (3) modify, port, adapt, make derivative works based upon the Isatellitelink's Download Software or any related content, reverse engineer, decompile disassemble or otherwise attempt to discover the source code of any Isatellitelink's Download Software and/or any of its components; (4) create Internet “links” to Isatellitelink's Download Software or “frame” or “mirror” any related content thereof on any other server and/or wireless and/or Internet-based device; (5) interfere in any manner with Isatellitelink's Download Software; (6) unbundled the component parts of Isatellitelink's Download Software; or (7) access Isatellitelink's Download Software for purposes of monitoring its availability, performance or functionality, and/or for any other benchmarking and/or competitive purposes.
Access to and use of the Isatellitelink Download Software require registration and full payment of the Lisence Fee. Failure by You to provide full, complete, accurate and updated registration information shall constitute a breach of this Agreement. Isatellitelink reserves the right to refuse or cancel registration in its sole discretion.
7. Third Party Sites.
7.1. The Isatellitelink WebSite and/or Donwnload Software may contain links to other websites or resources on the Internet, and other websites or resources may contain links to the Isatellitelink Website.
ISATELLITELINK AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS DO NOT WARRANT THAT: (A) ANY CONTENT OR SOFTWARE AVAILABLE THROUGH THE ISATELLITELINK DOWNLOAD SOFTWARE AND/OR ISATELLITELINK WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE THIRD PARTY WEBSITES ARE NOT UNDER ISATELLITELINK'S CONTROL AND ACCESS TO SUCH THIRD PARTY WEBSITES AND USE OF ANY CONTENT OR MATERIAL ACCESSED THROUGH THE ISATELLITELINK DOWNLOAD SOFTWARE AND/OR ISATELLITELINK WEBSITE IS AT YOUR OWN ABSOLUTE RESPONSIBILITY AND RISK.
7.2. While Isatellitelink does attempt to regularly update the channels/ websites list in the Isatellitelink Download Software, Isatellitelink cannot and does not guarantee the availability of any channels and/or website listed in the Isatellitelink Download Software. You understand that channels and/or websits may become unavailable on a temporary or permanent basis at any time and for reasons beyond the control of Isatellitelink.
7.3. You acknowledge and agree that such third party websites may contain information and/or content and/or material that some people may find offensive or inappropriate and that Isatellitelink is not responsible or liable, directly or indirectly, for any content, material, function, accuracy, decency or legality or any other aspect of such third party websites or resources and/or for any content or material accessed through the the Isatellitelink Download Software and/or WebSite. Inclusion of any links to third party websites in the Isatellitelink Download Software and/or WebSite or to Issatelitelink WebSite does not imply endorsement by Isatellitelink or any association with its operators. Isatellitelink is not and will not be responsible or liable, directly or indirectly, for any damage or loss in connection with any content, material, goods and/or services available on or through any such third party website or resource.
7.4. IF YOU WISH TO REMOVE FROM THE ISATELLITELINK DOWNLOWD SOFTWARE A LINK TO ANY WEBSITE AND/OR CONTENT AND/OR MATERIAL OWNED BY YOU, PLEASE FILL AND DELIVER THE COMPLAINTS FORM ATTECHED HERETO.
8. Intellectual Property.
8.1. Isatellitelink and/or its licensors fully own all right, title and interest, including all related intellectual property rights, in and to the Isatellitelink Download Software and/or WebSite and/or Technology and/or any component thereof, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party in connection with Isatellitelink Download Software and/or WebSite and/or Technology. All names and logos associated with the Isatellitelink Download Software and/or WebSite are trademarks of Isatellitelink or its licensors. You shall not sell, license, rent, or otherwise use or exploit any content and/or component of the Isatellitelink Download Software and/or WebSite in any way that violates any Isatellitelink's and/or its licensors' right. To avoid any doubt, Isatellitelink and its licensors reserve all rights not expressly granted under this Agreement.
8.2. For avoidance of any doubt, the License granted under this Agreement to the Isatellitelink Download Software does not include any right and/or permit and/or license and/or authorization and/or consent to any download and/or use and/or exploitation of any content and/or material whatsoever. Downloads of any content and/or material via the Isatellitelink Download Software are subject to receipt by you of all required authorizations and/or licenses and/or permits and/or consents from each owner of such content and/or material downloaded.
9. Confidential Information.
9.1. Each Party will: (1) protect Confidential Information from any unauthorized use, access, or disclosure, in the same manner it protects its own confidential or proprietary information of a similar nature and with no less than reasonable care; (2) keep in strict confidentiality any and all Confidential Information; (3) not use any Confidential Information for any purpose other than for the execution of this Agreement; and (4) disclose the Confidential Information only to its employees or contractors who are subject to a confidentiality obligation no less restrictive than the confidentiality duty provided in this section.
9.2. Without derogating from the aforesaid, notwithstanding, the receiving Party will be allowed to disclose Confidential Information only to the extent that such disclosure is (1) approved in advance and writing by the disclosing Party; (2) necessary for the receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (3) required by law or by the order of a court or similar judicial or administrative body, provided that the receiving Party notifies the disclosing Party of such required disclosure promptly and in writing, and at the disclosing Party’s request and expense, cooperates with the disclosing Party in any lawful action to contest or limit the scope of such required disclosure.
9.3. The receiving Party bears the sole responsibility to hand over to the disclosing Party promptly upon expiration or termination of this Agreement for any reason, all Confidential Information and to permanently erase all copies (whether on magnetic media or otherwise) of such Confidential Information. The receiving Party will certify in writing that it has fully complied with its obligations under this Section 9.3.
Support Services shall be provided during Business Hours, subject to prompt execution of all your obligations under this Agreement, and receipt by Isatellitelink of an applicable support call via email to Support@Isatellitelink.com. Support Services will be provided for a commercially reasonable number of events. You are solely responsible for providing, at your own expense, all network access to the Isatellitelink Download Software including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Isatellitelink Download Software.
11. License Fees.
Subscription to, access to and use of the Isatellitelink Download Software is subject to a full one time pre-payment of License Fees in a sum of fifty USD (49.95$) to be paid by you to Isatellitelink on the Effective Date. License Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Isatellitelink’s income. Since the Isatellitelink Download Software is non-tangible irrevocable goods, we do not issue refunds once the order is completed and the Download Software is delivered.
12. Billing and Payment.
You are responsible to provide Isatellitelink with complete and accurate billing and contact information, and to promptly notify Isatellitelink in the event of any change thereof. Isatellitelink will issue an invoice to you on or shortly after the Effective Date. All payment obligations are non-cancelable and all amounts paid are nonrefundable. If you believe your bill is incorrect, please contact us in writing within 60 days of the invoice date.
This Agreement commences on the Effective Date and will remain in effect thereafter (the “Term”), unless terminated earlier by either party pursuant to this Agreement. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
14. Representations and Warranties.
14.1. Each Party represents and warrants that it has the full legal power and authority to enter into this Agreement.
14.2. You represent and warrant that: (1) you are responsible for your use of Isatellitelink Download Software and/or WebSite; (2) you will use the Isatellitelink Download Software at all times correctly and diligently, subject to and in accordance with the terms and conditions of this Agreement and/or any applicable law; (3) you will refrain from using the Isatellitelink Download Software and/or WebSite in any manner expressly prohibited by this Agreement and/or that may infringe the rights or interests of third-parties (including but not limited to any patent, trademark, trade secret, copyright) and/or is otherwise considered illegal or violates any law or contractual duty; (4) you will refrain from using the Isatellitelink Download Software in any manner that could damage, overload, harm, impede the normal functioning and/or prevent the normal use of third parties’ computers, services, documents, files and/or any content; (5) you will make reasonable efforts to prevent unauthorized use of the Isatellitelink Download Software, and to promptly notify Isatellitelink of any such unauthorized suspected use; (6) you bear the sole responsibility for your internet connection, and acknowledge that Isatellitelink is not responsible for any damage, cost or expense that occurred as a result of any limitations, delays, and other problems that are involved by their nature in electronic communication.
14.3. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ISATELLITELINK AND/OR ITS SUPLIERS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE ISATELLITELINK DOWNLOAD SOFTWARE AND/OR WEBSITE OR ANY CONTENT THEREOF, AND THE ISATELLITELINK DOWNLOAD SOFTWARE AND/OR WEBSITE AND ALL CONTENT THEREOF IS PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ISATELLITELINK AND/OR ITS SUPLIERS.
15.1. AS YOUR EXCLUSIVE REMEDY AGAINST ISATELLITELINK OR ANY OF ITS LICENSORS OR SUPPLIERS FOR ANY THIRD PARTY’S INFRINGEMENT CLAIM, ISATELLITELINK WILL DEFENED YOU AT ITS OWN EXPENSE AND HOLD YOU HARMLESS ONLY FROM AND AGAINST ANY AND ALL THIRD PARTY’S ACTIONS BASED ON A CLAIM THAT IF FOUND TRUE WILL CONSTITUTE A BREACH OF ISATELLITELINK'S REPRESENTATIONS MADE ON SECTION 8 HEREIN ABOVE, PROVIDED THAT YOU WILL (1) PROMPTLY GIVE ISATELLITELINK: (a) A WRITTEN NOITCE OF SUCH CLAIM; (b) SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OF SUCH CLAIM; (c) ALL AVAILIBLE INFORMATION AND ASSISTANCE; (2) NOT ADMIT TO ANY FACT OR ALLEGATION WITHOUT OBTAINING ISATELLITELINK'S PRIOR WRITEN CONSENT. WITHOUT DEROGATING FROM THE AFORESAID, ISATELLITELINK MAY, AT ITS DISCRETION AND EXPENSE, AND AS YOUR SOLE REMEDY UNDER THIS AGREEMENT: (1) PROCURE YOUR RIGHT TO CONTINUE USING THE ISATELLITELINK DOWNLOAD SOFTWARE; (2) REPALCE OR REMOVE THE INFRINGING COMPONENT FROM THE ISATELLITELINK DOWNLOAD SOFTWARE WHILE MAINTAINING COMPARABLE FUNCTIONALITY OF THE ISATELLITELINK DOWNLOAD SOFTWARE; (3) IMMEDIATELY TERMINATE THIS AGREEMENT AND REFUND ANY AMOUNT PRE-PAID ON ACCOUNT OF THIS AGREEMENT. NOTWITHSATNDING THE AFORESAID, ISATELLITELINK WILL NOT BE RESPONSIBLE FOR ANY INFRINGMENT THAT ARISES OUT OF YOUR BREACH OF THIS AGREEMENT OR USE OF THE ISATELLITELINK DOWNLOAD SOFTWARE AFTER IT HAS BEEN MODIFIED BY YOU AND/OR BY A THIRD PARTY AND/OR COMBINED WITH ANOTHER COMPONENT WITHOUT ISATELLITELINK’S PRIOR WRITTEN CONSENT.
15.2. YOU SHALL INDEMNIFY AND HOLD HARMLESS ISATELLITELINK AND/OR ITS LICENSORS AND/OR SUPPLIERS AND/OR AFFILIATES AND/OR SUBSIDIERIES AND/OR PARENT CORPORATIONS AND/OR SHAREHOLDERS AND/OR ANYONE ACTING ON THEIR BEHALF, FROM AND AGAINST ANY AND ALL COSTS, DAMAGES, LOSSES AND EXPENSES (INCLUDING LEGAL COSTS) THAT OCCUR IN CONNECTION WITH ANY BREACH OF YOUR REPRESENTATIONS AND WARRENTIES. NOTWITHSTANDING THE AFORESAID, INDEMNIFICATION IN CONNECTION WITH THIRD PARTIES' CLAIMS ARE SUBJECT TO ISATELLITELINK GIVING YOU: (1) A WRITTEN NOITCE OF SUCH CLAIM; (2) SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OF SUCH CLAIM; (3) ALL AVAILIBLE INFORMATION AND ASSISTANCE.
16. Limitation of Liability
16.1. WITHOUT DEROGATING FROM THE PROVISIONS OF SECTION 15.1 HEREIN ABOVE, IN NO EVENT WILL ISATELLITELINK BE LIABLE FOR ANY DAMAGES, COSTS AND/OR EXPENSE OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF AND/OR IN CONNECTION WITH THE ISATELLITELINK DOWNLOAD SOFTWARE AND/OR WEBSITE AND/OR THIS AGREEMENT.
16.2. IN NO EVENT WILL EITHER PARTY HAVE LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE ISATELLITELINK DOWNLOAD SOFTWARE AND/OR ISATELLITELINK WEBSITE AN/OR THIS AGREEMENT.
16.3. EXCLUDING LIABILITY UNDER SECTIONS 9 AND 15 HEREIN ABOVE, IN NO EVENT WILL ISATELLITELINK’S AGGREGATE LIABILITY PURSUANT THIS AGREEMENT, EXCEED THE SUM OF LICENSE FEES PAID BY YOU UNDER THIS AGREEMENT.
16.4. NO DELAY OR FALIURE IN PREFORMANCE BY EITHER PARTY WILL BE CONSTRUED AS A BREACH OF THIS AGREEMENT IF CAUSED BY EVENTS OR CIRCUMSTANCES BEYOND THAT PARTY’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATIONS, ACT OF GOD, GOVERNMENTAL ACTIONS, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, TERRORISM, VANDALISM, STRIKES, AND TELECOMMUNICATIONS OR NETWORK FAILIURES OR DELAYS.
17.1. This Agreement supersedes all prior or contemporaneous negotiations, discussions and/or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
17.2. No text or information set forth on any other purchase order, preprinted form or document (other than an associated Isatellitelink’s quote or invoice, if applicable) will modify the terms and conditions of this Agreement.
17.3. If any provision of this Agreement is deemed invalid or unenforceable by any country and/or competent court or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable and the remaining provisions will remain in full force and effect.
17.4. This Agreement may not be assigned by you without the prior written approval of Isatellitelink (such approval not to be unreasonably withheld) but may be assigned and/or transferred without your consent by Isatellitelink.
17.5. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
17.6. This Agreement is binding on you as well as your employees, employers, contractors and agents, and on any successors and assignees.
17.7. The failure of a party to enforce any right or provision under this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by that party in writing.
17.8. This Agreement shall be governed by Israeli law without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement and/or the Isatellitelink's Download Software will be subject to the exclusive jurisdiction of the Israeli courts located in Tel Aviv.
17.9. All notices, required under this Agreement must be delivered in writing by courier, facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to the other Party at its address set forth in this Agreement, and shall be deemed to have been served upon receipt or three (3) Business Days after the date of posting if sent by registered mail, whichever occurs earlier, or if delivered by hand on the date of delivery or if sent by facsimile one (1) Business Day after the date of transmission, provided no error message was received and that a confirmation copy of the transmission is sent to the recipient by registered post in the manner set out above. Failure to send a confirmation copy will invalidate the service of any facsimile transmission.
17.10. Any notice to Isatellitelink will be delivered to Legal@Isatellitelink.com.