Terms Of Service

IMPORTANT – PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING SOFTWARE AND THIS WEBSITE.

This End-User License Agreement (“Agreement”) is a binding legal agreement between you (“Licensee”) and QualityLine Production Technologies, Ltd. (the “Company” or “QualityLine”) which sets forth the terms and conditions under which the Licensee is entitled to download, install and use the Software that has been developed and is owned by QualityLine.

BY INSTALLING, DOWNLOADING, COPYING OR USING THE SOFTWARE, THE LICENSEE DECLARES THAT HE CAREFULLY READ AND UNDERSTOOD AND ACCEPTED THE TERMS OF THIS AGREEMENT AND AGREES TO BE LEGALLY BOUND BY ITS TERMS, INCLUDING THOSE INCORPORATED BY REFERENCE HERETO. IF THE LICENSEE DOES NOT AGREE TO THESE TERMS, HE SHALL REFRAIN FROM INSTALLING, COPYING, DOWNLOADNG OR USING THE SOFTWARE.

FURTHERMORE, BY ACCEPTING THE TERMS OF THIS AGREEMENT, (1) THE LICENSEE HEREBY WAIVES, IRREVOCABLY, ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW; AND (2) THE LICENSEE HEREBY DECLARES THAT HE IS FAMILIAR WITH AND AGREES TO THE TERMS OF THE SOFTWARE’S PRIVACY POLICY THAT CAN BE REVIEWED AT THE FOLLOWING URL  WWW.QUALITY-LINE.ORG AND/OR ANY SUB URL RELATED TO THAT, AND IS INCORPORATED AS AN INTEGRAL PART OF THIS AGREEMENT.

1. Definitions

1.1 “Agent” or “client” or “service software” refers to any piece of software code QualityLine provides the Licensee (deployed from the installation package installed with the Main Console or from QualityLine website), that is installed on all, selected, or none, of the Licensee’s End Points.

1.2 “License Fee” refers to the respective amounts that should be paid to QualityLine for the use of the Software for a period which is defined in accordance with the relevant License Program.

 1.3 “Concurrent Sessions” refers to the number of sessions currently established on all of the Licensee’s End Points. The total amount of sessions is unlimited.

 1.4 “End Point” refers to each hardware or virtualized based station linked to the Main Console under the terms of this Agreement, including, but not limited to, personal computers, laptops, terminal services, VDI, servers, screens etc.

 1.5 “Licensee” refers to the business entity and/or individual person consenting to, and entering into, this Agreement.

 1.6 “License Program” refers to a certain combination, marked and chosen by the Licensee in the Registration Form.

 1.7 “Main Console” refers to the quality assurance display system, which is a part of the QualityLine System in the edition stipulated in the License Program the Licensee subscribed for, that is installed on the Licensee’s Server.

 1.8 “Monthly License Fee” refers to the respective amounts that should be paid to QualityLine per each month in which the Licensee uses the Software in accordance with the relevant License Program.

 1.9 “Our Servers” refers to severs belonging to QualityLine and/or third party providing hosting service used by QualityLine.

1.10 “Testing Station” refers to an electronic device which is connected to the manufacturing line in order to monitor and collect data regarding the production process. The Testing Station may be linked, via the internet to the Main Console and transmit to it the collected data.

 1.11 “QualityLine System” refers to the integrated system which consists of the Software and the Main Console.

 1.12 “Registration Form” refers to the form the Licensee filled during the registration process stipulating the License Program the Licensee chose, and additional details.

 1.13 “Server” refers to a single component of hardware enabling the installation of the Main Console on its storage device and the operation thereof.

 1.14 “Software” refers to the QualityLine software, in object code format, provided to the Licensee together with this Agreement, including the Main Console and Agents ,in addition to but not limited to (i) third party’s software incorporated therein; (ii) related explanatory written materials (“Documentation”); and (iii) any patches, updates, modified versions, additions, service packs and upgrades, if any, which may be provided by the Company from time to time (“Updates & Upgrades”).

 1.15 “Support Services” refers to those support services detailed in the support statement available at the following URL: www.quality-line.org/support.

 1.16 “User/s” refers to the Licensee and any individual on its behalf that is assigned with a User Account.

 1.17 “User Account” refers to each issuance of a unique username and password enabling authenticated access to the Main Console.

 1.18 “We” , “Us” ,”QualityLine” , “Our” or the “Company” refer to QualityLine Production Technologies Ltd., an Israeli limited liability company, having its main place of business at 5 Hagefen St., Kiryat Gat Israel.

 2. Grant of License

 QualityLine grants the Licensee, upon full compliance of the terms and conditions set forth in this Agreement and any other terms incorporated by reference, a limited, non-exclusive, non-transferable license to:

(a) Download, install and use a copy of the Software on one or more PC’s or Servers within the Licensee’s IT network;

(b) Download, install and use of service software on limited amount of Testing Stations as defined in the relevant plan purchased by the Licensee and only within the Licensee’s organization; and

(c) Assign User Accounts.

For the avoidance of any doubt, it is hereby declared and agreed that the Software is merely licensed to the Licensee, but not sold.

 Any Documentation that accompanies the Software is licensed for internal, non-commercial or reference purposes only.

3. Reservation of Rights and Ownership

3.1 QualityLine reserves all rights not expressly granted to the Licensee in this Agreement.

3.2 The Software is protected by copyright and other intellectual property laws, regulations and treaties.

3.3 QualityLine owns all rights, including, without limitation, intellectual property rights, title and interest in and relating to the Software.

3.4 The Licensee hereby declares that he is not nor shall he be entitled to any rights whatsoever, including, without limitation, intellectual property rights, in or arising from the Software.

 4. Intellectual Property Rights

 4.1 The Software, in whole or in part, as well as any extracts or output, except for the data and information retrieved from the user’s production line and user’s testing stations (“QA Results”) that the Licensee produces when using the Software (collectively, the “Protected Material”), are and shall continue to be owned exclusively by QualityLine, including, but not limited, to its structure, organization and code which constitute valuable trade secrets of QualityLine. The Protected Material is also protected by local Copyright Law and International Treaties’ provisions. The Licensee shall not receive in any manner whatsoever, under any circumstances whatsoever, any source code of or relating to any software included in the Protected Material. It shall also be emphasized that this Agreement does not grant the Licensee a license in any source code.

4.2 The Licensee hereby declares and agrees that this Agreement does not entitle the Licensee to any intellectual property rights including, but not limited to, patents, copyrights, trade secrets, trademarks or any other rights relating to the Software, its source code and the Protected Material.

 4.3 The Licensee hereby declares and agrees to refrain from copying, modifying, adapting, translating or making derivative works based upon the Protected Material. The Licensee shall also refrain from reverse engineering, decompiling, disassembling or attempting in any other manner whatsoever to discover the source code of the Software.

 4.4 “QualityLine” is a trademarks owned by QualityLine. This Agreement does not grant the Licensee any rights (including, but not limited to, intellectual property rights), license, title or interest to this trademark, and the Licensee agrees to refrain from claiming any such rights, license, title or interest with respect to this trademark. The use of any of these trademarks without the prior written consent of QualityLine is strictly prohibited.

4.5 Any other trademarks, service marks, product names and company names or logos, directly or by reference, are the sole properties of their respective owners. Use of any of these marks, names and logos without the prior written consent of their owners is strictly prohibited.

5. The Licensee’s Responsibilities, Restrictions and Obligations

5.1 The Licensee shall be solely responsible:

 5.1.1 For selecting qualified Users to use the Main Console who are familiar with the information and reports that serve as output of the Main Console.

 5.1.2 For any activities occurring during the use of the Software provided to the Licensee, whether such activity is made through one of the Licensee’s User Accounts, even, without limitation, if such User Account does not form part of the Licensee’s organization, and just provide services to the Licensee.

 5.1.3 For using the Software for lawful purposes only. Accordingly, the Licensee shall not do anything that encourages conduct which would constitute a criminal offense or which encourages or might encourage “hacking” or “cracking”, or which might give rise to a civil liability or otherwise violate any applicable local or international laws or regulations.

 5.1.4 For obtaining explicit written consent from any third party manufacturer which Licensee wishes to link such manufacturer’s Testing Stations to the Licensee’s Main Console and/or the Software.

 5.1.5 For allowing and assisting QualityLine to perform remote access to the Software and the Main Console either through the internet or via a dedicated remote support application.

 5.1.6 For the installation of the QualityLine System in accordance with QualityLine’s written instructions (Setup Manual, User Manual, IT Guide, etc.). Successful installation is confirmed upon completion of the registration process. Without derogating from Licensee’s liability for the installation of the QualityLine System, QualityLine may, upon the Licensee’s request, reasonably assist the Licensee, directly or through its certified distributors, with the installation of the QualityLine System, until it is successfully installed, however, this will not infer or impose any liability on QualityLine or its certified distributors whatsoever.

 5.1.7 For obtaining or providing, at the sole expense of the Licensee, all telephone, internet service and/or leased or dedicated access lines, telephone and computer equipment, including connection equipment and modems and any other hardware or software necessary to enable the operation of the Software. The Licensee declares and warrants that QualityLine shall not be held liable for any network-related problems that can be attributed to the operation of the Software. The Licensee also acknowledges that internet and network configuration changes might affect the Software’s performance and accessibility.

 Note – the use of the Software might require one or more compatible devices, Internet access and certain software, and obtaining Updates & Upgrades from time to time. Since the use of the Software involves hardware, software, and Internet access, the Licensee’s ability to use the Software might be affected by the performance of these components. The Licensee hereby declares and agrees that the compliance to such system requirements, which may be changed from time to time, shall be its sole responsibility.

 5.2 The Licensee’s obligations under this Agreement include compliance with all applicable national and foreign laws, treaties and regulations relating to or arising from the Licensee’s use, and its Users’ use of the Software, including, without limitation, those related to the protection of intellectual property, data privacy, and the transmission of technical or personal data. Furthermore, the Licensee shall notify QualityLine immediately of any unauthorized known or suspected use of any User Account and of any other known or suspected breach of security, and shall use reasonable efforts to immediately stop any known or suspected copying or distribution of content.

 5.3 The following restrictions shall also apply to the Licensee’s use of the Software:

5.3.1 The Licensee shall refrain from accessing the Software in order to: (a) create a competitive product or service; (b) create a product using similar ideas, features, functions or graphics of the Software; or (c) copy any ideas, features, functions or graphics of the Software.

5.3.2 The Licensee shall not be entitled to license,  sub license, sell, resell, transfer, assign, distribute or commercially exploit or make the Software available to any third party, in any manner whatsoever.

5.3.4 During the Licensee’s use of the Software, the Licensee shall not: (i) send spam or otherwise distribute duplicative or unsolicited messages that violates any applicable laws; (ii) send or store infringing, obscene (including pornography, violence, terror, etc.), threatening, libelous or otherwise unlawful or tortuous material, including, but not limited to, material harmful to children or violating privacy rights of a third party; (iii) send or store material containing viruses, worms, trojan horses or other harmful computer code, files, scripts or programs; (iv) attempt to gain unauthorized access to the Software or its related systems or networks; (vi) violate or cause QualityLine to violate any applicable law in any manner whatsoever; or (vii) use the Software for any purpose other than for your reasonable internal business purposes. Furthermore, the Licensee acknowledges that QualityLine assumes no responsibility for monitoring the Licensee’s use of the Software for inappropriate content or conduct.

5.3.5 The Licensee shall not transfer any of its rights and obligations under this Agreement.

 6. Warranties, Limitation Of Liability, Indemnification

6.1 THE SOFTWARE MAY CONTAIN ERRORS, BUGS AND OTHER PROBLEMS WHICH COULD CAUSE DAMAGES SUCH AS, BUT NOT LIMITED TO, SYSTEM CRASH OR FAILURE. THE COMPANY RESERVES THE RIGHT TO ALTER THE SOFTWARE AT ANY TIME ACCORDING TO ITS SOLE DISCRETION, AND ANY RELIANCE ON THE SOFTWARE OR ITS QUALITY OR PERFORMANCE SHALL BE AT THE LICENSEE’S SOLE RISK. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND ANY OTHER TERMS REFERENCED BY THIS AGREEMENT, THE SOFTWARE AND SUPPORT SERVICES (IF ANY) ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITH ALL FAULTS. QUALITYLINE HEREBY DESCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WRRANTIES AND CONDITIONS OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR RILIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE ALL WITH REGARD TO THE SOFTWARE AND THE PROVISION OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF CORRESPONDENCE TO DESCRIPTION NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY QUALITYLINE, OR ANYONE ON ITS BEHALF, INCLUDING, BUT NOT LIMITED TO, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, CONTRACTORS OR THE LIKE SHALL CREATE OR CONSTITUTE ANY FORM OF WARRANTY. ACCORDINGLY, THE LICENSEE AGREES THAT THE USE OF THE SOFTWARE IS AT ITS SOLE RISK, AND THAT NEITHER QUALITYLINE NOR ANYONE ON ITS BEHALF, DO NOT AND CANNOT WARRANT OR BE HELD LIABLE FOR THE PERFORMANCE OR RESULTS WHICH THE LICENSEE MAY OBTAIN BY USING THE SOFTWARE NOR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE OR MEET ANY REQUIREMENTS.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL QUALITYLINE OR ANYONE ON ITS BEHALF BE HELD LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, CONFIDENTIAL OR OTHER INFORMATION OR OTHER INTANGIBLE LOSSES, FOR CORRUPTION OF DATA, FOR ANY COMPUTER FAILURE, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) (EVEN IF QUALITYLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SOFTWARE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SOFTWARE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA GENERATED IN CONECTION WITH THE SOFTWARE; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY GENERATED IN CONECTION WITH THE SOFTWARE; OR (v) ANY OTHER MATTER RELATING TO THE SOFTWARE.

6.3 NEITHER QUALITYLINE NOR ANYONE ON ITS BEHALF INVOLVED IN CREATING, PRODUCING, MARKETING OR DISTRIBUTING THE SOFTWARE, SHALL BE HELD LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM USE OF OR INABILITY TO USE THE SOFTWARE DUE TO ANY CAUSE WHATSOEVER, INCLUDING ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RECORDS OR THE SOFTWARE.

6.4 The Licensee shall be solely responsible for its actions when using the Software, and therefore, notwithstanding the above, the Licensee shall indemnify, defend, and hold QualityLine, and its directors, officers, employees and agents and their respective successors, heirs and assigns harmless (the “QualityLine Indemnities”), against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon any of the QualityLine Indemnities in connection with any claims, suits, actions, demands or judgments (“Claims”) arising out of any alleged liability (including, without limitation, actions in the form of tort, warranty or strict liability and regardless of whether such action has any factual basis) concerning any act or omission of Licensee, and/or individuals assigned with a User Account: (a) in connection with the Software; (b) which are in breach of any applicable law; (c) which constitutes a breach of this Agreement; (d) which are in violation of any rights of any third party; or (e) in connection with the unauthorized usage of the Main Console and/or the Software in connection with third party manufacturer’s Testing Stations.

7.  Confidentiality And Privacy

7.1 This Agreement is subject to the Privacy Policy of QualityLine which is set forth on Our website www.quality-line.org/privacy and constitutes an integral part of this Agreement and you declare that you read it before the use of the Software.

7.2 The Licensee hereby agrees that QualityLine may list the Licensee as a customer and reproduce the Licensee’s logo and registered trademark online or in printed materials solely to indicate that the Licensee is or was a licensee or user of the Software, unless or until the Licensee notifies QualityLine in writing of its refusal of such publicity.

7.3 The Software contains confidential information and trade secrets that QualityLine developed through the expenditure of a great deal of resources, time and effort (“Confidential Information”). The Licensee shall use the Confidential Information solely in accordance with this Agreement. This Agreement does not transfer to the Licensee in any manner whatsoever any rights including, without limitation, intellectual property rights in the Confidential Information and the Confidential Information shall remain the exclusive property of QualityLine. The Licensee shall maintain in strict confidence and refrain from using any information contained in the Software in any manner whatsoever, whether by himself or through others, and to refrain from transferring and/or publishing and/ or showing and/or disclosing the Confidential Information to any third party, whether directly or indirectly. In addition, the Licensee shall not allow any person, corporate or other third party to copy and/ or duplicate and/ or use the Confidential Information, in any manner whatsoever. Any information that is in the public domain would not constitute as Confidential Information.

7.4 The Licensee’s undertakings, as stated in this provision, are irrevocable and shall remain in full force and effect at all times, without limitation. The Licensee shall compensate QualityLine for all damages arising out of or resulting in any way from Licensee’s breach of any warranty as provided herein or otherwise provided by law.

7.5 During the use of the Software by the Licensee, Licensee may provide and QualityLine may collect information regarding the User. Such information may be uploaded to Our Servers. QualityLine shall use the information solely in accordance with this Agreement and the terms of the Privacy Policy.

 8. Fees And Payments

8.1 QualityLine may grant licenses regarding the Software under several License Programs, such as a standard license and a premium license.

8.2 QualityLine may provide certain setup services with respect to the QualityLine System per specific licensees or territories, which may be subject to certain setup fees in accordance with QualityLine’s then current price list (“Setup Fees”).

8.3 The Licensee’s license to use the Software is subject, inter alia, to the full and accurate payment of fees (including the Setup Fees), in their due date of the Annual or Monthly License Fee, as applicable. The Annual or Monthly License Fee shall be paid to QualityLine in advance for every year or month the Licensee subscribes for and shall be non-refundable even if the Licensee stops using the Software before the expiration of the Term for any reason whatsoever.

8.4 The Licensee shall provide QualityLine with complete and accurate billing and contact information. This information includes the Licensee’s legal company/organization name (if applicable), street address, telephone number, fax number (if applicable), e-mail address, and name of an authorized billing contact. In the event of a change of any of this information, the Licensee agrees to update the information within 30 days of any such change. If the contact information the Licensee provides is false or fraudulent, QualityLine reserves the right, without derogating from any other rights and remedies entitled to it under applicable law or this Agreement and any other terms incorporated by reference to this Agreement, to terminate this Agreement.

8.5 The Licensee shall be solely responsible for the payment of any taxes applicable by any law, resulting from the Licensee’s acceptance of this Agreement and\or the Licensee’s use of the Software, exclusive of taxes based on QualityLine income. The Licensee agrees to hold QualityLine harmless from any claims and liabilities arising from the Licensee’s failure to report or pay such taxes.

8.6 In case of termination of this Agreement, for any cause whatsoever, the Licensee agrees that QualityLine shall be entitled to charge the Licensee’s credit card or any other means of payment provided by the Licensee to QualityLine, with regard to any unpaid fees, or other outstanding payment obligations of the Licensee toward QualityLine.

9. Term, Termination and Effect of Termination

9.1 This Agreement shall become effective as of the date the Licensee accepts the terms of this Agreement and, unless otherwise agreed to in this Agreement, shall remain in force for a period of 1 year or 1 month, as applicable (“Initial Term”). The term of the Agreement can be extended beyond the Initial Term for consecutive periods of 1 year or month each (“Extended Term”) by paying QualityLine 30 days in advance the Annual / Monthly License Fee attributed to the Extended Term (each of the Initial Term and any Extended Term shall be collectively referred to as the “Term”).

9.2 During the Term of this Agreement, Both the Licensee and QualityLine may terminate this Agreement, at any time, for any reason whatsoever (“Termination for Convenience”) by providing the other party – in the case of the Licensee with a 30 days prior written notice, and in QualityLine’s case with a 60 days prior written notice.

9.3 In case of Termination for Convenience made by QualityLine, the Licensee shall be entitled to receive, as a sole remedy, a refund equal to the proportional portion of the Annual / Monthly License Fee already paid to QualityLine for the Term. In case of Termination for Convenience made by the Licensee, the Licensee shall not be entitled to any refund whatsoever.

9.4 Without derogating from QualityLine’s right to exercise Termination for Convenience as stated in sections 9.2 and 9.3 to this Agreement, QualityLine shall also be entitled to terminate this Agreement by a written notice with immediate effect in the following events (“Termination for Cause”):

9.4.1 A breach of any of the Licensee’s obligations under this Agreement which has not been cured within 7 days from the date the Licensee received a written notice specifying such breach.

9.4.2 Current or future, governmental regulations prevent the continued delivery of QualityLine’s Services to the Licensee under this Agreement.

9.5 Upon termination of this Agreement, for any cause whatsoever, the following terms shall apply:

9.5.1 Any rights granted to the Licensee under this Agreement, shall terminate automatically and the Licensee shall not be entitled to receive any payment or refund of any fee paid by the Licensee (unless specifically expressed otherwise in this Agreement).

9.5.2 The Licensee shall remove and destroy any copies of the Software installed by it, and/or by anyone on its behalf.

9.5.3 QualityLine will keep the data of the Licensee in it’s servers for 3 months from the date of termination and then will remove and delete it.

9.6 The following Sections shall survive any termination of this Agreement: 1, 3, 4, 6, 7, 9.6 and 11.

 10 Support & Maintenance

 QualityLine does not offer support and/or maintenance services for free, unless and to the extent specifically indicated in the License Program, the Licensee subscribed for, and the Licensee may not assume or hold QualityLine liable for any such undertaking. Notwithstanding the above, should QualityLine choose to do so at its sole discretion, QualityLine shall be entitled to upgrade from time to time the Software to more advanced versions released, and if done so, QualityLine will not be under any obligation to retain any previous releases of the Software. Moreover, to the extent that ongoing Support Services will be provided, it shall be provided via telecommunication to the extent possible and for as long as the Software is in use through web applications. In some cases, Licensee’s IT personnel will be involved to permit a faster response.

11. Miscellaneous

11.1 No Waiver. No delay or omission on the part of QualityLine in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a bar to or a waiver of any right on any future occasion.

11.2 Governing Law. This Agreement shall be governed, construed, interpreted and enforced according to the laws of the State of Israel. The parties hereby irrevocably subject themselves to the exclusive jurisdiction of the competent courts located in the district of Tel-Aviv, Israel in connection with any dispute relating to the Software or to this Agreement.

11.3 Severability. In the event that any provision of this Agreement or any provisions incorporated by reference to this Agreement shall be held by a competent court to be void, invalid, unenforceable or illegal the remaining provisions shall continue in full force and effect.

11.4 Notices. Any Notice to be given by the Licensee pursuant to this Agreement shall be sent to QualityLine via registered mail to the address stipulated in section 1.1 above, or via email to the following email address: support@quality-line.org, and shall be deemed to have been received by QualityLine – if sent via registered mail – 7 business days after the delivery of such notice, and if sent via email – 2 business days after the Licensee confirms that it has been received by QualityLine. Any Notice to be given to the Licensee shall be made via registered mail or email address, according to the addresses the Licensee fills in the Registration Form, and shall be deemed to have been received by the Licensee- if sent via registered mail – 7 business days after the delivery of such notice, and if sent via email – 2 business days after such notice has been sent.

11.5 Entire Agreement. This Agreement, including any provisions incorporated by reference, constitutes the entire agreement with respect to the Software and to QualityLine’s provision of Services to the Licensee, and shall supersede all prior oral or written communications, understandings and representations with respect to the Software and to QualityLine’s provision of services to the Licensee. In the event that the terms of any of QualityLine’s policies or terms and conditions conflict with the terms of this Agreement, including any provisions incorporated by reference to this Agreement, the terms of this Agreement including any provisions incorporated by reference to this Agreement shall prevail.

11.6 Modifications. QualityLine may change, according to its sole discretion, the terms of this Agreement, from time to time, by posting a modified copy of the Agreement on QualityLine’s website, or by otherwise notifying the Licensee. The changes will be effective and binding as from the date that the notice will be posted; unless a different effective date is specified. Therefore, QualityLine recommends entering, from time to time, to QualityLine’s website in order to review information concerning such modifications. THE LICENSEE’S CONTINUED USE OF THE SOFTWARE FOLLOWING DELIVERY AND/OR POSTING OF A NOTICE OF MODIFICATION SHALL BE DEEMED AS AN ACCEPTANCE OF SUCH MODIFICATION. IF ANY MODIFICATION SHALL BE UNACCEPTABLE TO THE LICENSEE, THE LICENSEE MUST TERMINATE THIS AGREEMENT IMMEDIATELY, AND NOTIFY QUALITYLINE IMMEDIATELY SO THAT A TERMINATION OF THE LICENSEE’S LICENSE SHALL BE PROCESSED, AND SUCH TERMINATION IS THE LICENSEE’S ONLY RECOURSE.

11.7 Assignment. The Licensee’s rights and obligations under this Agreement may not be assigned or transferred in any other way, by operation of law or otherwise without the prior written consent of QualityLine.

Last updated: November, 2015