End User License Agreement
Version: May, 2020
This is a legal agreement between you and Tal Levanon – HCP ltd. (“HCP”). By using the HCP add-in to Microsoft Project® (including any update or newer version of the add-in) (the “Product”), you, including any entity or person for the benefit of which you make such use (“Client”), agree to the terms of this agreement (“EULA”). If you do not agree to these terms, you must not use the Product.
- Grant of License
- HCP grants Client a non-transferable, non-exclusive, time-limited, personal and revocable (if breached) license, which is incapable of being sub-licensed, to use the Product, solely for the purpose hereof, all subject to the terms and conditions hereof (“License”).
- The License is granted exclusively for the use of the Product as an add-in to Microsoft Project® (“MSP”) for analyzing HCP critical and hidden critical paths (“Purpose”).
- Note that the Product is an add-in to MSP. This means that in order to use the Product you must own a valid license for MSP, and either have it installed on your device or have other access to it.
- Type of Users
- The terms and conditions of this EULA apply to (i) Clients with a paid subscription-based license program (“Paying Clients”); and (b) Clients who use the Product for free based on a trial version with partial functionality (“Guests”).
- Except the provisions of this Section 2, all the provisions of this EULA refer to both: Paying Clients and Guests, unless specifically stated otherwise.
- Guests. Guests may install the Product and use it free of charge. However, the functionality of the Products for Guests is limited. Limitations on functionality may be modified from time to time according to HCP’s sole discretion, and may include, among other limitations: no project set-up definitions, no project name, lack of possibility to include Client’s name or logo in the reports, access only to certain parts of the reports, reports with HCP’s name or logo printed on them and no data assimilation in MSP® of the HCP critical and hidden critical results.
HCP may, at its sole discretion, at any time, without prior notice and temporarily or permanently: (i) terminate, limit or deny a trial license (ii) change, reduce or limit the functionality and features of any trial version; (iii) create different priorities or grades for different users.
Guests are not entitled to any support or telephone assistance. HCP shall have no liability, whatsoever, for the use of the Product by a Guest.
- Paying Clients. Paying Client may install and use a full functioning version of the Product during the period it had paid for. Paying Client’s license is conditioned upon the timely and full payment of the license fee agreed between the Client and HCP.
In the event that a Paying Client’s License for the Product expires for any reason, the Client may continue using the Product as a Guest, with all applicable limitations.
- General Copying Restrictions
- Client may use the Product solely for the Purpose as defined hereof.
- Client may not:
(i) Loan, rent, lease, give, sub-license or otherwise transfer the Product (or any copy) in whole or in part, to any other party, or make the functionality of the Product or the data retrieved through its use, available to third parties, whether as a hosted or cloud-based service, through rental or subscription, or in any other way, unless such use is part of the Purpose; and/or (ii) Copy or translate any documentation included with the Product; and/or (iii) Copy, alter, translate, decompile or reverse engineer the Product, including but not limited to, modify the Product to make it operate on non-compatible hardware or software; and/or (iv) Remove, alter or cause not to be displayed, any trademarks, copyright notices or start-up messages contained in the Product and/or documentation; and/or (v) Violate any applicable laws, rules or regulations in connection with Client’s access and/or use of the Product; (vi) Remove or alter any proprietary notice of the HCP of the Product; and/or (vii) Make the Product available over a network or other device permitting access to or use of the Product.
- Client may only make copies of the Product to the extent required for backup purposes where backup is limited solely to archiving for restoration purposes. In no event (other than during, and for the limited purpose of verification testing) shall the backups used concurrently with the originals.
- Content of Product and Delivery
- Product shall be provided to Client as a closed compiled library. No source code shall be provided or deposited.
- All personal Data processing by Client would be according to any applicable laws and regulations.
- In order to use the Product, the device on which the Product is installed must have access to the Internet.
- Limitations and Restrictions
Client will not, and will not allow a third party to:
- use the Product or any data retrieved, or otherwise made accessible to the Client through the use of the Product in a manner which is unlawful, harmful, threatening, abusive, harassing, tortuous, indecent, obscene, libelous, menacing or invasive of another person’s privacy;
- use the Product in any manner which infringes the intellectual property, proprietary, or personal rights of any thirds party, including any identifiable persons to whom any data processed by or retrieved through the Product relates;
- use the Product or any documentation in any manner which brings the Product, HCP into disrepute or infringes on their intellectual property rights;
- use the Product and/or the documentation in order to build a product or services which compete with the Product;
- Limited Warranty
- Any written or oral information or representations provided by HCP agents, employees, resellers, consultants or service providers with respect to the use or operation of the Product will in no way effect the scope of HCP’s warranty. HCP exercise no control whatsoever over the content of the information passing through their systems. HCP will not be liable for (i) any decision made by Client whether or not to use the non-binding recommendation made by the Product, for its benefit, and for any consequence thereof; (ii) any consequence of providing any information within the Product, including information with inaccurate or inappropriate content; (iii) any bugs, computer viruses malfunctions or disruptions in the Product or (iv) any alteration, theft, or destruction of any data, files, programs, procedures, or information through accident, fraudulent means or devices, or any other method.
- THE PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS AS TO QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. HCP, IT’S DISTRIBUTORS, DEALERS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, DEVELOPERS, AGENTS, PARTNERS AND LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. DUE TO THE COMPLEX NATURE OF ALGORITHMS, THE PRODUCT WILL PROBABLY NEVER BE COMPLETELY ERROR-FREE.
THE PRODUCT PRODUCES RECOMMENDATIONS AND SUGGESTIONS OF HOW TO IMPROVE CLIENT’S PROCEDURES. HOWEVER, CLIENT MUST EVALUATE EACH RECOMMENDATION AND/OR SUGGESTION, TAKING INTO ACCOUNT ALL APPLICABLE DATA AND CIRCUMSTANCES, AND DECIDE WHETHER AND HOW TO IMPLY IT.
HCP IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF THE HARDWARE OR OPERATING SYSTEM SOFTWARE OR MSP VERSION CLIENT IS USING WHICH ARE MADE AFTER THE RELEASE DATE OF THIS VERSION OF THE PRODUCT, NOR FOR PROBLEMS IN THE INTERACTION OF THE PRODUCT WITH ANY OTHER SOFTWARE.
- Without limiting the effect of Sections above, HCP does not warrant that: (i) the use of the Product will be free from interruption; (ii) the data produced by the Product will be complete, useful, fit for purpose or timely; and (iii) the use of the Product will meet any of Client statutory obligations.
- Limited Liability
- IN NO EVENT WILL HCP BE LIABLE TO CLIENT OR ANY OTHER PARTY (i) FOR ANY DIRECT OR INDIRECT DAMAGE AND/OR LOSS AND/OR EXPENSE (“LOSS”) ARISING OUT OF OR RELATING TO THIS EULA AND/OR ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE PRODUCT, OR ANY OTHER INFORMATION PROVIDED BY HCP, EVEN IF HCP SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY INFORMATION.
- HCP shall not be liable for any direct or indirect Loss arising out of or relating to any applicable law, regulation, directive and/or any other provision that may apply to the Client regarding data protection and/or privacy laws. It is Client’s exclusive responsibility and liability to make sure that the Products and their contemplated use by the Client is not violating any applicable law, regulation, directive and/or any other provision it may have regarding data protection, privacy laws and/or any other applicable laws and/or regulations.
- WITHOUT LIMITING THE ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HCP BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, 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) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE MAINTENANCE OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT FOR THE PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, AND EVEN IF HCP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Without derogating of the aforementioned, in no event shall HCP’s aggregate liability for each event exceed the payments paid (if paid( by Client for the license during the last 6 months prior to the applicable event. HCP shall have no liability whatsoever to Guests.
- HCP has no responsibility or liability for the storage or backup of the Product and any of its outcoming products (“Reports”) and Client shall remain entirely responsible for making Client’s own back-up of the Reports if required. Without limiting the above, HCP will be under no obligation to retain any data.
- Client alone shall be responsible any use of the Product, and shall not permit the use thereof or any access thereto to any unauthorized person or for any unauthorized purpose that would constitute a breach of this EULA.
- Client assumes sole responsibility for results obtained from the use of the Product, the documentation, Reports, and any data retrieved by it or accessed through it, and for any conclusions drawn from such use. HCP shall have no liability for any damage caused by errors or omissions in any information provided by Client to HCP in connection with the Product, or any action taken by HCP at Client’s direction.
- HCP exercises no control and does not guarantee any consequence, result or achievement deriving from usage of the Product and/or any feature thereof, and any data or partial data, tool and/or information provided through or embedded in the Product shall be construed solely as a non-binding recommendation made for the benefit of the Client. The final decision whether or not to use such recommendation shall be made by the Client. Client is aware that some of the Product’s modules are based on statistical analysis, therefore the Product cannot guarantee any definitive results or consequences, but solely provide non-binding recommendations to Client.
- THE PRODUCT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY OR PHYSICAL OR ENVIRONMENTAL DAMAGE. TO THE EXTENT CLIENT USES THE SERVICE IN SUCH ENVIRONMENT, IT EXPRESSLY ASSUMES ALL RISK THEREFORE.
- Intellectual Property
- The Client acknowledges and expressly agrees that the HCP retains all intellectual property rights and other rights related to the Product, including but not limited to, software, their components, goodwill, trade secrets, patents, know-how, trademarks and proprietary information revealed and/or licensed to the Client according to this EULA.
- In addition, The Client expressly agrees and consents that it is not entitled to make any use of the name “HCP” (in any language) or of any of the other marks associated with the HCP, unless such use is for the purpose hereof and during the term of this EULA.
- It is hereby clarified that any development and/or innovation and/or invention and/or work that will be developed, innovated, invented or written by HCP in connection with the performance of this EULA and/or in connection with the Product shall be the exclusive property of the HCP, and the Client will cooperate with the HCP as required in order to register such development, innovation, invention or work (if it can be registered) and to protect the rights to it.
- Microsoft Project® Aspects
- Since the MSP is not an HCP product, HCP takes no responsibility and gives no warranty of any kind with respect to the MSP software, its functioning, quality, merchantability or fitness for any use.
- Although HCP does its very best to ensure that the Product complies with MSP, any changes in MSP may affect the use of the Product, and HCP assumes no liability if that happens.
- USER KEYS
Client will only access the Product through the user’s keys issued by HCP. Client and its personnel will not share user’s keys with third parties. Client has provided HCP with registration information and represents that such information is true, accurate, current, and complete. Client will promptly update its registration to keep it accurate, current, and complete. Client and its personnel may not use anyone else’s user’s keys. Client is responsible for maintaining the confidentiality of its accounts, user’s keys. Client agree to immediately notify HCP of any unauthorized use of its user’s keys and/or accounts or any other breach of security. Unauthorized access to the Product is a breach of this Agreement and a violation of the law. Client agrees not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Product.
- The Product is planned to run properly on Windows operating system’s version updated for the date set forth on the title of this EULA and on the MSP updated version for that date. Changes in operating system may affect the functionality of the Product, and HCP assumes no liability over such changes. In addition, HCP makes it best efforts so the Product will function properly on most commonly used devices. However, Product may not work properly on certain devices. Use of firewalls, anti-malware and anti-virus software and any similar tools may also affect the functionality of the Product.
- HCP may, at any time, announce an “end of life” of the Product. In such case, HCP may halt any service related to the Product, including the availability of the servers serving the Product, within 3 months of such announcement.
- HCP’s failure or neglect to perform or enforce any of its rights or conditions of this EULA shall not be considered as a waiver of such a right or condition. Should any provision of this EULA be held to be void, invalid or inoperative, the remaining provisions of this EULA shall not be affected and shall continue in effect. In addition, if any particular provision contained in this EULA shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. Client may not assign any of its rights or obligations hereunder without the prior, written consent of the HCP. HCP may assign its rights and obligations under this EULA, without requiring any consent from the Client.
- Neither Party shall be in breach of this EULA nor liable for any delay in performing, or failure to perform, any of its obligations under this EULA if such delay or failure results from a force majeure event, including (but not limited to) any natural disaster, act of war or terror or plague. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three (3) consecutive months, the Party not affected may terminate this EULA immediately by giving written notice to the affected Party.
- Governing Law and Forum Selection
The validity of this EULA and the rights, obligations and relations of the parties shall be construed and determined in accordance with the laws of Israel. Any dispute and/or other matter related to and/or derived of this EULA shall be subject to the exclusive jurisdiction of the competent courts in the Center District of Israel. Without limiting the above, the application of the UN Convention on Contracts for the International Sale of Goods is hereby specifically disclaimed.