Terms

IMPORTANT - THIS IS A CONTRACT BETWEEN SUDOKULOVERS AND YOU PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING

PURPOSE

1. This End User License Agreement (the “Agreement”) is a legal agreement between you and Building Unicorns Ltd. (“we”, “us”, or “Building Unicorns”, ”BU”, ”Sudoku Lovers”) that contains the terms and conditions that govern your access to and use of the Software, as defined below.
2. The purpose of this Agreement is to allow you to use Sudoku Lovers software application and website (the “Software”).
3. BU IS WILLING TO LICENSE ONE COPY OF SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE.
4. This Agreement takes effect when you click the “Accept” button or check box presented with these terms or, if earlier, when installing or using the Software. You acknowledge that you have read all of the terms of this Agreement and agree to be bound by it. You represent to BU that you are lawfully able to enter into contracts (e.g., you are not a minor).
5. If you do not agree to any of the terms of this Agreement, then the Company is not willing to license the Software to you. Click on the “Cancel” button and/or do not use the Software.

GRANT OF LICENCE

Subject to your acceptance of this Agreement, and in accordance with the terms and conditions herein, we grant you one (1) non-exclusive, non-assignable, non-transferable, revocable license to access and use the Software.

USING THE SOFTWARE

1. The Software may be downloaded on various instances, and the same user information may be used on multiple platforms running the Software, but it may not be transferred or shared as such. To use the Software on several computers/mobile devices/smart phones/tablets or otherwise, even if by the same client, it must be downloaded/activated, and this Agreement must be accepted, for each copy of the Software.
2. You shall not modify, enhance, translate, reverse engineer, decompile, transfer, lease, sublicense, assign, or sell the Software, or create derivative works based on the Software, or otherwise attempt to derive the source code from the Software, and no rights of any kind with respect to Software’s source code are granted.
3. The Software may include third party software components and open source components, which shall be used by you solely in conjunction with the Software, and shall not be used for any other purpose without our prior written consent.
4. You agree that each of the terms and conditions contained in this Section are material and that any failure on your part to comply with these terms and conditions shall constitute sufficient cause for us to terminate this Agreement and the license to use the Software granted herein.

INTELLECTUAL PROPERTY RIGHTS AND OTHER CONTENT

1. You acknowledge and agree that the Software, including any patches, workarounds, updates, upgrades, enhancements and modifications thereto, and all trade secrets, copyrights, patents, trademarks, trade names and other intellectual and proprietary rights therein, are and at all times shall remain the sole and exclusive property of Company, except as specifically granted under this Agreement.
2. We may grant you the opportunity to make certain customization changes to the Software we make available with additional content of your own, including without limitation your logos, trademarks and certain goods and services you provide (collectively “Customer Content”). You are fully and solely responsible for all Customer Content, and you represent and warrant that such Customer Content complies with all applicable law and does not infringe third party intellectual property rights or moral rights. Customer Content that is obscene, abusive, indecent or may otherwise subject us to public disparagement or scorn, may be deleted or made unavailable without prior notice to you and may count as cause for Account termination by the company. You grant BU and its successors a worldwide, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, and publicly perform any and all such Customer Content that you submit, for any and all business purposes by BU as it sees fits in its own discretion.

WARRANTIES

You agree and acknowledge that:

1. the Software may not work entirely or properly with all specific devices or operating systems; the performance of the Software may be affected by maintenance performance, failures in internet connectivity, malfunctions in the system and/or failures in the provision of third party services.
2. We do not warrant that the use of the Software will be uninterrupted, error-free or completely secure. You acknowledge that there are certain risks inherent in using the Software that could result, ****inter alia, in the loss of data. We shall not be responsible for the backup of any of your data.
3. THE FOREGOING WARRANTY OF BU IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. BUSPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SERVICE SHALL OPERATE UNINTERRUPTED OR ERROR FREE.

LIMITATION OF LIABILITY

1. You assume all responsibility for the selection of Company’s Software to achieve client’s intended results. The Company provides the Software “AS IS”.
2. We have no control over, and assume no responsibility regarding, your content.
3. IT IS YOUR RESPONSIBILITY, AND YOURS ALONE, TO REVIEW AND PROOF ANY CONTENT GENERATED BY OR OTHERWISE CONNECTED TO THE SOFTWARE
4. IN NO EVENT SHALL BU BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARARY DAMAGES OF ANY KIND, DAMAGES FOR LOST PROFITS, GOODWILL, WORK STOPPAGE AND ALL OTHER COMMERCIAL DAMAGES, INCLUDING WITHOUT LIMITATION THE FAILURE OF ANY THIRD PARTY SERVICES REGARDLESS OF THE CAUSE, EVEN IF BU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ASSIGNMENT

This Agreement (and the license granted hereunder) may not be assigned directly or by operation of law without our written consent. Any attempt to assign this Agreement in contravention of the preceding sentence is void.

INDEMNIFICATION OF BU

You shall indemnify and hold BU, its owners, representatives, and their successors, heirs and assigns, harmless and defend BU and such parties from any claims or lawsuits (including attorneys’ fees, legal costs, judgments and settlements) that arise or result from the use of the Software. The Software is intended for use only with properly licensed media, content and content creation tools. Client has full responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any licenses to such media and content. You agree to use only those materials for which you have the necessary patent, copyright and other permissions, licenses, and/or clearances. You agree to hold harmless, indemnify and defend BU, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims that you have encoded, copied, processed, enabled, used, published, displayed, or transmitted any content or materials in violation of another party’s rights.

GOVERNING LAW

This Agreement and the performance hereunder shall be governed by, and construed in accordance with, the laws of the State of Israel, without giving effect to the conflicts of laws. In addition, each of the parties hereto irrevocably consents to the exclusive jurisdiction of the courts of Tel Aviv, Israel, in connection with any action or proceeding arising out of or relating to, or a breach of, this Agreement, or any document or instrument delivered in connection with this Agreement.

AMENDMENT

BU reserves the right to make amendments to this Agreement. Posting on the site a change notice or a new agreement is considered sufficient notice. Your continued use of Software after posting of a revised agreement constitutes your acceptance of any new terms or conditions.

TERMINATION

The Software may be uninstalled by you at any time and without any notice requirements. Upon your written request, we will erase all records of yours, including your Account, subject to the provisions set forth in the terms of use. This Agreement shall terminate, and any license granted revoked, if you fail to comply with the terms of this Agreement. You may terminate this Agreement at any time without notice. Upon termination hereof the license granted herein shall expire and you shall discontinue all further use of the Software and promptly uninstall and erase/delete all copies of the Software in your possession and erase/delete any information held by you which contains or embodies BU’ intellectual property rights.