PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING AND\OR USING THE CLARIFRUIT APPLICATION (“SOFTWARE“), AND INDICATE YOUR ACCEPTANCE BY CHOOSING “I ACCEPT”. THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). BY CHOOSING “I ACCEPT”, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THE TERMS OF THIS LICENSE AGREEMENT. THIS LICENSE AGREEMENT IS BETWEEN YOU AND CLARIFRUIT LTD. (“CLARIFRUIT“) ONLY. IF YOU DO NOT AGREE TO THIS AGREEMENT DO NOT DOWNLOAD AND/OR INSTALL THE SOFTWARE, AND IF YOU HAVE ALREADY INSTALLED IT PLEASE REMOVE IT FROM YOUR DEVICE AND DO NOT USE IT IN ANY MANNER WHATSOEVER.
- License Grant. Subject to the terms herein, Clarifruit hereby grants you a limited, non-exclusive, non-transferable, non sub-licensable, revocable right to install the Software on mobile device that you own or control, and use it in order to measure and track certain parameters of your agricultural products and receive certain information in aggregate or statistical form, all as further detailed in the Clarifruit documentation available on its website (the foregoing actions enabled by means of the Software shall be herein referred to as “Service”). You shall be solely responsible to ensure that the Software is securely installed and used. The term “Software” shall include all revisions, improvements, new releases and/or updates and related documentation all to the extent provided by Clarifruit under this Agreement.
- Intellectual Property Rights & Restrictions. CLARIFRUIT DOES NOT AND SHALL NOT BE DEEMED TO HAVE SOLD OR TRANSFERRED TITLE IN THE SOFTWARE TO YOU. The Software and the documentation shall remain Clarifruit’s property. All intellectual property rights evidenced by or embodied in or related to the Software, and to any customizations, enhancements or derivatives thereof, or connected to or arising out of the Service, are and shall be owned solely by Clarifruit. Clarifruit reserves all rights not expressly granted hereunder, and nothing in this Agreement constitutes a waiver of Clarifruit’s Intellectual Property Rights under any law. Without limiting the generality of the foregoing, you agree and undertake not to, and not to let any third party: (i) sell, lease, sublicense or distribute the Software, or any part thereof, or otherwise transfer the Software; (ii) reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the Software’s source code; (iii) modify, revise, enhance, or alter the Software; (iv) copy or allow copies of the Software to be made except for backup or archival purposes and only throughout the term hereof; (v) place the Software onto a server accessible for use by any third party; (vi) represent that you possess any proprietary interest in the Software; (vii) use the Software in any illegal manner or for unlawful purposes; (viii) directly or indirectly, take any action to contest Clarifruit’s intellectual property rights or infringe them in any way; (ix) except as specifically permitted hereunder, use the name, trademarks, trade-names, and logos of Clarifruit.
- Hardware Device. Use of the Clarifruit Service requires the use of specialized hardware (“Hardware Device“). Such Hardware Device may be purchased separately from a vendor, you acknowledge and confirm that Clarifruit makes no representation, and shall not have any responsibility or liability of any kind with respect to such Hardware Device, and Clarifruit hereby expressly disclaims any and all responsibility, liability or warranty of any kind with respect to the Hardware Device. Any terms and conditions including product warranty that are applicable to the Hardware Device and its usage shall be in accordance with the Hardware Device manufacturer’s agreement and shall be governed by the relationship between you and the Hardware Devices manufacturer.
- Your Content. 4.1 For purpose of this Agreement, the term “Content” includes, without limitation, parameters, measurements or samples derived from agricultural products, information, data, text, photos and graphics, in static or interactive feature, submitted to, provided by, or otherwise made available to Clarifruit or to you through the Service 4.2 Clarifruit may use your content for statistical purposes.
- Hosting. The data uploded to the Software will be stored on Amazon’s servers. Clarifruit will not be responsible for temporary delay, outages or interruptions solely due to Client-side infrastructure and connection which may impact the communication to the server.
- Your Warranties. You hereby warrant, represent and covenant that: (i) you have all legal rights and privileges required in order to enter into this Agreement and perform your obligations hereunder; and (ii) you will comply at all times during the term of this Agreement with the terms of this Agreement and with all applicable laws in your performance hereunder.
- Indemnity. You shall indemnify, defend, and hold harmless Clarifruit, and the operating systems’ provider (Apple, Google, Amazon) and their directors, officers, and employees from and against all claims, costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, arising out of or related to (i) breach of your obligations and warranties under this Agreement, or (ii) a third-party claim that your User Submissions or your use of the Service infringes any intellectual property right. Clarifruit shall provide you with a written notice of any such claim made against it and shall grant you sole control of the defense of any such claim, suit or proceeding.
- Consent to Use of Data. By using the Software, you acknowledge that you have reviewed and agreed to Clarifruit’s Privacy Policy. YOU AGREE THAT CLARIFRUIT MAY COLLECT AND USE PERSONAL DATA THAT YOU SUBMIT AS WELL AS TECHNICAL DATA, AND RELATED INFORMATION, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Software. Clarifruit may also collect data related or generated from your use of the Service for statistic analysis and usage patterns analysis. Clarifruit may use or share this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
- Limited Warranty. 9.1 Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, CLARIFRUIT PROVIDES THE SOFTWARE AND THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY AND NONINFRINGMENT. CLARIFRUIT DOES NOT WARRANT THAT THE SOFTWARE OR THE SERVICE WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. CLARIFRUIT SHALL IN NO WAY BE LIABLE TO YOU IN THE EVENT OF SYSTEMS OR COMMUNICATIONS ERRORS, BUGS OR VIRUSES RELATING TO THE SOFTWARE OR SERVICE OR DAMAGE TO ANY DEVICE, INCLUDING THE HARDWARE DEVICE, OR YOUR ABILITY TO USE IT. CLARIFRUIT FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR THE SERVICE WILL ALWAYS BE ACCESSIBLE, TIMELY, SECURE, COMPLETE OR WILL OPERATE WITHOUT LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR THE SOFTWARE. YOU ACKNOWLEDGE THAT THE SERVICE REQUIRES CELLULAR AND INTERNET CONNECTION IN ORDER TO OPERATE PROPERLY. CLARIFRUIT DOES NOT WARRANT ANY SUCH CONNECTION OR TRANSMISSION AND EXPRESSLY DISCLAIMS ALL ERRORS OR FAULTS WHICH ARISE FROM LACK OF COMMUNICATION FOR ANY REASON. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SERVICE REMAINS WITH YOU. IT IS CLARIFIED THAT THE OPERATING SYSTEM’S PROVIDER (APPLE , GOOGLE OR AMAZON AS APPLICABLE) IS NOT RESPONSIBLE FOR THE SOFTWARE OR THE SERVICE AND DISCLAIMS ALL WARRANTIES OF ANY KIND.YOU ACKNOWLEDGE AND REPRESENT THAT YOU SHALL BE SOLELY RESPONSIBLE FOR ANY USE OR RELIANCE ON ANY SERVICE’S OUTPUT INCLUDING ANY CONTENT RESULTING FROM USE OF THE SERVICE. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT MEANT AND SHALL NOT BE CONSTRUED AS PROVIDING ANY ADVICE OR RECOMMENDATION OF ANY KIND. YOU ALONE ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY DATA, OR ANY OTHER PRODUCT OR SERVICE, IS APPROPRIATE OR SUITABLE FOR YOU.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLARIFRUIT, ITS OFFICERS, DIRECTORS OR EMPLOYEES, BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT CLARIFRUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE FOREGOING, CLARIFRUIT MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF, OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED USD 500.
- Third Party Software. The Software may contain software provided by third parties, and such third party’s software shall be subject to the terms set forth in the agreements pertaining to such software. In the event such agreements are not available, such third party’s software is provided on an “as is” and “as available” basis, without any warranty of any kind, and the provisions of this Agreement shall apply to all such third party software providers and third party software as if they were Clarifruit and the Service, respectively.
- Term and Termination. This Agreement is valid as of the date you purchased the license and shall remain in effect until the end date as set in the Purchase Order. Without prejudice to any other rights, this Agreement and your right to use the Software and the Service automatically terminates if you fail to comply with any provision of this Agreement. Clarifruit may terminate this Agreement at any timeby providing 6 months prior notice. Upon termination of this Agreement the license granted to you in this Agreement shall expire and you shall cease using the Software and remove it from your devices.
- General. This Agreement constitutes the entire agreement between the parties and may not be modified except by a written agreement signed by Clarifruit. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the Agreement shall continue in full force and effect. You may not assign this Agreement without Clarifruit’s prior written approval. Clarifruit shall be entitled to assign this Agreement at its discretion. No waiver of any breach shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Clarifruit’s contact information to which you may direct questions, complaints or claims with respect to the Software is as follows: [email protected]. This Agreement shall be governed by and construed in accordance with the laws of Israel and only the competent courts in Tel Aviv, Israel shall have jurisdiction over any dispute arising from this Agreement. Sections 2, 4.2, 7, 10-12 and 14 shall survive the termination of this Agreement.
