End User Software License Agreement
Last update: January 8, 2019
THIS END USER LICENSE AGREEMENT (“EULA“) CONSTITUTES A LEGAL AGREEMENT THAT REGULATES THE BUSINESS RELATIONSHIP BETWEEN YOU, AN INDIVIDUAL (THE “USER” OR “YOU”) AND CARBYNE LTD. (THE “COMPANY” OR “WE“, “US”, “OUR”), WITH REGARD TO YOUR USE OF THE CARBYNE APPLICATION (THE “APPLICATION”). ANY DOWNLOAD, INSTALLATION OR USE OF THE APPLICATION, INCLUDING ANY UPDATED VERSION OF THE APPLICATION, IS SUBJECT TO, AND SHALL REMAIN SUBJECT TO, THE CONDITIONS OF THIS EULA, AT ANY TIME.
BY CLICKING THE “I APPROVE” BUTTON AND/OR BY DOWNLOADING, INSTALLING OR USING THE APPLICATION ON YOUR MOBILE DEVICE (“DEVICE“), YOU CONFIRM THAT YOU UNDERSTOOD THE TERMS OF THIS EULA, AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. THE COMPANY RESERVES THE RIGHT TO MAKE CHANGES TO THIS EULA, IN ITS SOLE DISCRETION BY PUBLISHING AMENDED EULA. YOU WILL BE INFORMED OF ANY SUCH CHANGE BY WAY OF DISPLAY ON THE APPLICATION. SHOULD SUCH CHANGE BE SUBSTANTIAL, REGISTERED USERS WILL ALSO RECEIVE AN EMAIL INFORMING THEM OF THIS SUBSTANTIAL CHANGE. YOUR CONTINUED USE OF THE APPLICATION AFTER THE POSTING BY THE COMPANY OF AN UPDATED EULA, CONSTITUTES YOUR AGREEMENT TO ANY AMENDED VERSION OF THE EULA.
Application means the mobile application entitled “c-Now” or any other mobile application published by the Company.
Site means the website accessible at https://carbyne911.com/.
Services means, together, the Site, the Application(s), and all the services and functionalities offered to You through the Site and the Application.
Registration and access
The use of the Application requires creating an account, which is necessary to use all functionalities of the Application, such as the possibility to create, upload and/or share User Generated Contents.
The equipment enabling to access to the Application and Services, and the potential communication costs incurred by their use are at the User’s expenses.
The registration is carried out by filling in a form whose mandatory fields to benefit from the Services are indicated by an asterisk.
You agree to communicate only accurate and truthful information and personal data. In particular, you agree not to impersonate any third party and to inform us without delay in the event of any change in the personal information you provided when registering and, if necessary, to make such changes yourself within the account settings.
It is your responsibility to keep your Account information confidential. You are solely responsible for the use of your account information. Consequently, you undertake to keep your account information, secret and not to disclose them in any form whatsoever. Any use of the Services, connection or transmission of data via your identifiers, is deemed to have been made by such you, under your exclusive responsibility, unless denounced in writing and duly justified, sent to us at the address indicated at the end of this EULA.
We may not be held liable for the loss of one or more identifier, in the absence of prior written notice to the Company, for the harmful consequences of the use of your account by an unauthorized person.
We have no power to control the veracity of the information provided by you when creating an account. Consequently, we cannot be held responsible for any false declaration or identity theft made by the Users. You undertake to provide us with accurate information and to update it according to changes over time.
You always have the possibility to delete and deactivate your account, whether temporarily or permanently. This may not be with immediate effect and subject to the reasonable processing time of your request.
The Services may include links to websites or external sources. We cannot control these external sites and sources, and therefore cannot be held responsible for the availability of links to these external sites and sources, particularly with regard to their content, opinions, recommendations, advertising, products or any other service available on or from these external sites or sources.
By activating these hyperlinks to other sites from our Services, you leave our Services. It is your responsibility to take the necessary precautions to ensure that the sites visited are free of computer viruses or other malware. We cannot be held liable for the presence of computer viruses or malware on external sites or sources or for the information, opinions and recommendations published on these external sites.
License and Intellectual Property
You acknowledge and confirm that the Site, the Application and any materials related thereto including, material, text, picture, designs, software, music, video, graphics, information, logo, name, trademark, distinctive sign, copyrights, software, program, data and database, and materials contained in advertisements or messages sent to You or commercial information offered to You by the Company, or that were created or developed by the Company (together, the “Company Contents”) are the exclusive property of the Company and/or properly licensed from other third parties and shall remain at Company’s exclusive property at all times. All intellectual property rights (including, inter alia, copyrights, trade secrets, trademarks, patents, etc.) that exist and/or are embodied in the Services, and/or attached, linked, and/or referring to the Services, are the exclusive property of the Company and will remain the exclusive property of the Company as stated.
The Company Contents may also be protected and/or enforced by general civil law and international conventions, as applicable.
You agree to respect the rights attached to Company Contents.
Company hereby grants You, pursuant to the terms and subject to the conditions of this EULA, a limited, personal, non-exclusive, non-assignable, revocable, non-sublicenseable license to use the Application, the Site and the Company Contents, for personal use only, all in accordance with the terms and subject to the conditions contained in this EULA (the “License“). Any other use not permitted by the License shall be subject to the prior written authorization of the Company. Nothing in this EULA shall be construed as an assignment of intellectual property rights, whether explicitly or tacitly, regarding the Company Contents. The Company reserves all other rights to the Application that were not explicitly granted under this EULA. The License is conditioned upon Your full compliance with the terms of this EULA and shall be immediately terminated upon any breach by You of any of the terms hereof.
In accordance with applicable laws, any reproduction, distribution or representation, in whole or in part, of the Services or the Company Contents is prohibited. You are especially prohibiting from adapting, arranging, modifying, correcting, combining, translating into any language, commercializing, selling freely or against payment all or part of the Services or the Company Contents, whatever the means and support(s).
Unless if it is expressly permitted in this EULA, You hereby consent that You shall not, without prior written consent of the Company: (i) use, modify or integrate the Services or the Company Contents into other software, or create derivative works from any part of the Services or the Company Contents; (ii) sell, license (or sub-license), lease, assign, transfer, pledge or share Your rights according to this EULA to and with any other person; (iii) distribute or copy the Services or the Company Contents for the benefit of third parties; (iv) disclose the results of the Services’s or the Company Contents’ performance, or use of these results for a competing application development; and/or (v) modify, combining, translating into any langage, commercializing, whether for free or against payment, disassemble, reverse-compile, reverse engineer, update or improve all or part of the Services or the Company Contents, whatever the means and support(s) or (vi) attempt to discover the source code of the Services or the Company Contents.
Any breach of this section may constitute an intellectual property infringement and/or may engage the civil and/or criminal liability of its author.
Restrictions and prohibitions
We do not sell or offer our Services to children. As such, our Services are design for adult user interaction. We do not intentionally collect personal information from children under the age of 16.
If you are under 16, you will always need to get your parent(s)/guardian(s) written permission before contacting and interacting with us.
We may need to check that your parent(s)/guardian(s) agree that you will use our Services. As part of this check, we may ask you for your parent’s/guardian’s contact details (e.g., email address or telephone number) so we can then contact them and obtain their consent.
We may also carry out checks to ensure that the contact details you have provided for your parent(s)/guardian(s) are your actual parent(s)/guardian(s). If we find out that you have given us fake details about your parent(s)/guardian(s) or if we do not get a reply from your parent(s)/guardian(s) within a reasonable time, we may be incapable to offer our Services to you.
You hereby undertake not to use the Services in any way to: (i) Upload content and/or information which You do not have the right to upload, including without limitations content or information infringing upon third party proprietary or privacy rights. (ii) Interfere with, disrupt, limit or prevent the use of the Services. (iii) Upload content and/or information which is misleading, false or harmful to the Company or to third parties. (iv) Upload information which is abusive, defamatory or threatening. (v) Harass or falsely report an incident. (vi) Commercially exploit or make business use of the Services or any information transmitted there through. (vii) Perform an action which is against the law. Please see the section “User Generated Content” hereafter to understand what content You should not report.
You undertake to refrain from any attempt to collect information and User-generated Content via the Services, including through technological means, operation or assistance to the operation of a computer application or by any other means designed to scan and/or copy and/or retrieve and/or mine information, to refrain from executing and/or causing any change to the Services, including to other users’ content, and not to interfere with the Services’ source code.
You shall inform the Company, immediately, regarding any possibility of damage that may be caused to other users and/or third parties and/or the Company and/or of an existing or anticipated breach of the applicable law, due and/or as a result of Your use of the Services.
User Generated Content
It is important to us that the contents shared through our Services, especially the User Generated Contents, are appropriate and useful, so that the authorities are able to manage emergency situations in the most efficient way possible. We need You to understand the types of content to avoid in order to help us to achieve this goal.
Any User Generated Content must be made in good faith. Please note that the false disclosure of information may be criminally punishable according to applicable laws.
Any content that You wish to report to public authorities including emergency and/or municipal authorities (“Authority” or “Authorities“) via the Services as part of an event, including your location, live video & audio broadcasting from your Device (“User Generated Content“) shall be accompanied by Your contact details as provided upon your installation of the Services. Some features of the Services acquire phone access and make use of the Device’s camera, microphone and detailed location sent by the Device. These features cannot be provided without utilizing this technology.
You understand that there is no legal and/or contractual and/or any other obligation that prevents You from uploading and/or publishing and/or transferring the User Generate Content and that said User Generated Content is not in any breach of this EULA, or any applicable law, and is not in breach of any right of any third party. Any User-generated Content uploaded by You shall be under Your sole and exclusive responsibility and the Company will not be responsible in any way for such User Generated Content.
When using our Services, You are prohibited from sharing or uploading User Generated Content that is not appropriate regarding the scope of action of the emergency services requested, including, without limitation: content that depicts inappropriate situations, such as pornography or sexual acts, the promotion of goods or services, infringement of third party’s rights, impersonation, encouragement or promotion of discrimination or unnecessary violence, self-harm or suicide, or content that is defamatory, harmful, false, malicious, misleading, offensive, illegal, unlawful or otherwise abusive.
You shall be fully liable for the User Generated Content uploaded and/or shared by You, including without limitations for act of defamation and/or breach of privacy and/or violation of proprietary rights and/or contractual and/or violation of a judicial decree and/or any other violation, and You expressly exempt the Company, including its representatives, employees, managers and shareholders acting on its behalf (“Representatives“), from any and all responsibility and/or liability in connection therewith.
You hereby undertake to indemnify the Company and/or its Representatives, immediately upon their first request, for any damage, injury, loss, expense, fee, lost profits, lost data, loss of use and damage to goodwill, that they may incur by any claim and/ or demand by a third-party (including the Authorities), including any legal fees, due to violation by You of this EULA, concerning Your activities via the Services. Aforementioned indemnification shall not derogate from any remedy that the Company is entitled to by any applicable law.
You acknowledge and agree that You must evaluate the risk in sending User Generated Content before it is uploaded and bear all risks with respect to uploading such User Generated Content and that in no event shall the Company be liable for any damage cost or expense caused to a third party by the uploading of User Generated Content. Additionally, You acknowledge that other than the User Generated Content provided by You, information provided by the Services originates from other users of the Services, and may be inaccurate, incomplete or outdated. We do not provide any warranties regarding the credibility or reliability of such information. You hereby exempt the Company, fully and completely, including its Representatives of any responsibility for damage cost or expense accruing from or likely to be caused to any third party in connection with the publication of User Generated Content, and/or in connection with damages incurred or which may occur as a result of the publication of User Generated Content, as aforementioned.
The Company may, at its sole discretion, refuse to allow You to share User Generated Content with any Authority without the need to receive Your consent or provide You with prior notice, in case that Company suspects of violation and/or risk of violation of the provisions of this EULA, the provisions of the applicable law or the rights of third parties and/or in case of a request by a competent authorities and/or as a result of technical reasons, including technological changes, or due to the request of the receiving party, even if backups of User Generated Content are not saved and stored. Company may also notify You that there is no need for any such User Generated Content and therefore no such User Generated Content will be uploaded.
When You upload and/or share User Generated Content via the Services, You grant the Authority with which You choose to share the User Generated Content, a perpetual, non-exclusive, irrevocable and free of charge, worldwide license (with the right to sublicense) to use, analyze, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute and save such User Generated Content in any and all media or distribution methods (now known or later developed), as well as Your contact details as provided by you upon your installation of the Services or at any time thereafter.
You represent that You are the owner of such User Generated Content, or that you have obtained the rights, licenses, consents, permissions, power and/or authority necessary to upload and share such User Generated Content through the Services, and that such User Generated Content does not belong to a third party including a captured third party and subject to applicable laws.
The Application includes the option to use the Guard feature that shares certain private information concerning You to contact persons that are listed as contacts in Your Device and who have installed the Application, including notifying such contacts on your recent activity in the Application and when you are in the proximity of a location where an event was reported by other users or by authorities.
Any User Generated Content that You will choose to create during Your use of the Application will be available to users who Guard You. Any information gained during Your use of the Application, including by Guarding other users of the Application, shall be considered as User Generated Content of the user who generated such content.
Company may, at its sole discretion, refuse to allow You to Guard another user or to allow another user to Guard You. Company shall have no liability in case that a user Guarding You has disclosed any of Your User Generated Content and the sole and exclusive responsibility shall be borne by You.
If You choose to accept a request to Guard You, You hereby approve to disclose to such user, certain information concerning You, as specified in these Terms and You undertake to maintain strict confidentiality and not to disclose any information concerning any user who accepted a request from You to Guard such user to any third party and/or not to make any use of such information.
You shall have an option, at all times, to block a user from Guarding You or to stop Guarding another user.
ANY USE OF THE APPLICATION INCLUDING THE GUARD FEATURE SHALL BE AT YOUR SOLE AND EXCLUSIVE RESPONSIBILITY. THE USE OF THE APPLICATION INCLUDING THE GUARD FEATURE IS NOT A GUARANTEE OR REPLACEMENT FOR ANY EMERGENCY SERVICE AND THE COMPANY SHALL NOT BE LIABLE IN ANY EVENT FOR ANY DAMAGE CAUSED TO YOU AS A RESULT OF THE USE OF APPLICATION AND THE GUARD FEATURE SUBJECT TO APPLICABLE LAWS.
The Application includes the option to use the Live Map feature, allowing You to view all reports submitted to the Application and for others to view Your reports in real time including certain details regarding the reports, the locations from which they were made along with certain information from the public profile of users who made such reports. The information provided by the Application and in the Live Map feature is not intended to replace any information provided by or to the Authorities.
When using the Live Map feature, You must agree to share certain information, including personal data, to other users of the Application, and you must agree to activate the geolocation feature of Your Device.
ANY USE OF THE APPLICATION INCLUDING THE LIVE MAP FEATURE SHALL BE AT YOUR SOLE AND EXCLUSIVE RESPONSIBILITY. THE USE OF THE APPLICATION INCLUDING THE LIVE MAP FEATURE IS NOT A GUARANTEE OR REPLACEMENT FOR ANY EMERGENCY SERVICE OR REPORT OF SUCH EMERGENCY TO THE AUTHORITIES AND THE COMPANY SHALL NOT BE LIABLE IN ANY EVENT FOR ANY DAMAGE CAUSED TO YOU AS A RESULT OF THE USE OF APPLICATION AND THE LIVE MAP FEATURE SUBJECT TO THE APPLICABLE LAW.
Maintenance and Support
The Company will have no obligation to provide support, maintenance, upgrades, modifications or new versions of the Services. However, the Company may from time to time issue upgraded versions of the Services, and might upgrade electronically and automatically the Services’ version that You are using on Your Device. You hereby give Your consent to such automatic upgrading, and agree that this EULA apply to all upgrades as stated.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED.
COMPANY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER GENERATED CONTENT.
COMPANY ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY COMMUNICATION. UNDER NO CIRCUMSTANCES SHALL COMPANY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM USE OR INABILITY TO USE OR ANY DELAY IN OR MELFUNCTION IN THE APPLICATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
The Company may terminate the License granted to You to use the Application granted in accordance with this EULA at any time and for any reason. Without derogating from the aforementioned, Your violation of the terms of this EULA shall result in the immediate termination of the License provided to You, and we may suspend Your access and/or use of all or part of the Services, without prior notice and without any compensation.
Governing Law; Jurisdiction
To the extent permitted by applicable laws, this EULA shall be construed and governed under and by the laws of the State of Israel. If the dispute may not be resolved amicably, the parties agree that exclusive venue for any legal action relating hereto shall be in the courts of Tel Aviv Jaffa, Israel. The parties agree not to contest the venue set forth herein and to submit to, and not contest, the exercise of personal jurisdiction over them by any of the foregoing courts.
You agree to indemnify and hold Company and its Representatives, harmless from any loss, liability, claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Your use of the Services in violation of this EULA or arising from a breach by You of this EULA or any breach in Your representations or warranties’ including with respect to the User Generated Content that You transferred via the Services.
Third Party Software
If the Services include any software that has been supplied by third parties, then such software is provided “as is” without warranty of any kind, and said software will be subject to the limitations and conditions which are required by said third party.
This EULA represents the entire license agreement concerning the License that is granted to use the Application. If it is determined that any provision included in this EULA cannot be enforced, then such provision will be removed or redrafted but only to the extent necessary to make it enforceable and other terms will remain valid.
No waiver of any term, provision or condition of this EULA, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
All notices shall be in writing and shall be deemed to be delivered when sent by first-class mail or when sent by facsimile or e-mail to either parties’ last known post office, facsimile or e-mail address, respectively. You hereby consent to notice by e-mail. All notices shall be directed to the parties at the respective addresses given above or to such other address as either party may, from time to time, provide to the other party.
If the performance of any part of this EULA by either party is prevented, hindered, delayed or otherwise made impracticable by causes beyond the reasonable control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes.
This EULA supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Application. In the event of any conflict between the terms and conditions of this EULA and the terms and conditions of any license agreements appearing with or in the software products comprising the Application, this EULA shall prevail.
This EULA may not be assigned by You without the prior written consent of the Company. Company may assign this Agreement without Your consent.
For information or questions you are welcome to contact the Company via e-mail firstname.lastname@example.org or phone 03-5628599.