By clicking on the "I Agree/Next" button and/or installing the InKeepr software accompanying this agreement (the "Software"), you (acting as an individual or, if applicable, on behalf of the individual on whose computer the software is installed) ("You") agree to be bound by this Agreement. If You do not agree to any of the provisions as set herein under in this Agreement, You have no right to use the Software for any purpose whatsoever.
2. Description of the Software
The Software is a desktop application which automatically generates a personal start page with relevant content and ad hock personalized news widgets.
3. Limited License
3.1. Grant of a Single User License
InKeepr and/or any of its Affiliates ("InKeepr"), subject to the terms and conditions of this Agreement, hereby grants to You a non-exclusive, non-commercial and non-transferable, free of charge, license during the Term to use the Software for your personal use and not for purchase, sale or delivery of any product or service to a third party or other commercial or business purpose, if not explicitly stated in the terms of using the Software otherwise.
3.2. Restricted Use
You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur when You are using the Software.
You shall not, and shall not permit any third party to use the Software in any of the following ways:
(i) duplicate the Software for any purpose other than as reasonably necessary to use the same as contemplated by this Agreement;
(ii) except as expressly authorized by law, reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract the Software or any portion of the Software;
(iii) except as expressly authorized by law, change, modify or otherwise alter the Software;
(iv) transfer, pledge, rent, share or sublicense the Software other than in connection with the sale or other transfer of the computer on which it is initially installed;
(v) grant any third party access to or use of the Software on a service bureau, timesharing, subscription service, rental or application service provider basis or otherwise; or
(vi) defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing controls on the installation or use of copies of the Software.
InKeepr reserves the right to include any updates to the Software ("Updates"), in its sole discretion. Updates will be deemed Software for all purposes under this Agreement. You acknowledge that InKeepr is entitled to automatically install any technical Updates important to the user experience without informing You in advance; with respect to any other Updates, once You receive any notice from InKeepr with respect thereto, You must routinely download and permit installation of Updates in order to obtain maximum benefit from the Software. InKeepr has no obligation to make available to You any subsequent versions of the Software. You may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the Software.
3.4. Third Parties
The Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Software falls under the scope of this Agreement.
You may be able to access, review, display or use third party services, resources, content or information, including, without limitation, third party's search engine services ("Third Party Materials") via the Software. By using the Software, You instruct InKeepr to present portions of the data sources that you have selected. You acknowledge sole responsibility for and assume all risk arising from your access to, use of or reliance upon any such Third Party Materials, and InKeepr disclaims any liability that You may incur arising from Your access to, use of or reliance upon such Third Party Materials via the Software. You acknowledge and agree that InKeepr: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to You or any third party for any harm, injuries or losses suffered as a result of Your access to or use of such Third Party Materials; and (c) does not make any promises to remove Third Party Materials from being accessed through the Software. Your ability to access or link to Third Party Materials or third party services (including search engine services) does not imply any endorsement by InKeepr of Third Party Materials or any such third party services.
This Agreement does not authorize You to, and You may not, reproduce, distribute, publicly display, publicly perform, communicate to the public, make available, create derivative works of or otherwise use or exploit any Third Party Materials except as expressly permitted by InKeepr, and the owners of such Third Party Materials may have the right to seek damages against You for any unauthorized use of their Third Party Materials.
3.5.1. You acknowledge and agree that You are solely responsible for any Content that You share, transmit or display through the Software ("Use" or "Used") and that InKeepr is not responsible to You or any third party for any Content that is Used by You or any other user.
3.5.2. Third Party IP Rights. You agree that You shall not Use any Content that is subject to any third party IP Rights, unless you have a license or specific permission from the owner to Use such third party content, and to grant InKeepr the license set out in paragraph 2.5.3 below.
3.5.3. License. You hereby grant to InKeepr a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and transferable license to distribute and/or display through the Software any Content that You provide or make available using the Software for the sole purposes of making the Software available to You.
3.5.4. Removal of Content. InKeepr reserves the right (but shall have no obligation) to decide whether any Content that You Use complies with this Agreement. InKeepr may, in its sole discretion, remove such Content and/or terminate this Agreement if You Use any Content that is in breach of this Agreement at any time and without prior notice to You.
3.5.5. You acknowledge and agree that in order to enrich Your experience of the Software, InKeepr will use, inter alia, any Content of third parties via subscription to any RSS of such third parties.
3.5.6. Utilization of Your Computer. The Software may utilize the processor and bandwidth of the computer (or other applicable device) You are utilizing, for the limited purpose of improving the operation of the Software. InKeepr will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however InKeepr cannot give any warranties in this respect.
InKeepr may, in its sole discretion and to the maximum extent permitted within Your jurisdiction, modify or discontinue or suspend Your ability to use any version of the Software, and/or disable any Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the Software's technology or for any other justifiable reason, including but not limited to, circumstances where You, at InKeepr's discretion, are in breach of this Agreement, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
4. Term and Termination
The term of this Agreement (the "Term") will commence on the date you download the Software, and will continue until terminated by either party in accordance.
You may terminate this Agreement with immediate effect at any time by uninstalling the Software and destroying all copies of the Software in your possession or control. Without limiting other remedies, InKeepr may limit, suspend, or terminate this license and Your use of the Software, with immediate effect, automatically and without recourse to the courts, for any reason or no reason including if InKeepr thinks that You are in breach of this Agreement, legal liabilities (actual or potential), infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. In the event of termination as aforesaid and following the removal of the Software, InKeepr shall provide You with a successful uninstall notice.
4.3. Consequences of Termination
Upon termination of this Agreement: (a) all licenses and rights to use the Software shall immediately terminate; (b) You will immediately cease any and all use of the Software; and (c) You will immediately remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in Your possession or under Your control.
4.4. New Versions
InKeepr reserves the right to change this Agreement at any time by publishing the revised Agreement on InKeepr's website and in case of a material change InKeepr will also post a notification within the application. The revised Agreement shall become effective within thirty (30) days of such publication, unless You expressly accept the revised Agreement earlier by clicking on the accept button. Your express acceptance or Your continued use of the Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.
5. Proprietary Rights
5.1. Exclusive Ownership
Any and all copyrights, trademarks and/or other conceivable intellectual property rights in and to the Software (including, but not limited to, any data files, images appearing in the Software and screen displays as well as any and all Documentation and Promotional Materials relating to the Software) ("IP Rights") are owned by InKeepr and/or its licensors, and are protected by United States and foreign copyright laws, international treaties and other applicable laws. Nothing in this Agreement intends to transfer any such intellectual property rights to You. You are only entitled to the limited use of the Software expressly granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with InKeepr's intellectual rights in the Software. Any copy of the Software you are allowed to make pursuant to this Agreement must contain the entire copyright and other notices included with the original copy of the Software.
5.2. No Removal of Notices
You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or InKeepr's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
6. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. InKeepr DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTY OF NONINFRINGEMENT. InKeepr DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SOFTWARE WILL PROVIDE 100% PROTECTION. YOUR RELIANCE ON THE AVAILABILITY OR ACCURACY OF THE SOFTWARE SHALL BE ENTIRELY AT YOUR OWN RISK.
7. Your Own Risk
You acknowledge and agree that the entire risk arising out of Your use of the Software remains with You, to the maximum extent permitted by law.
8. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL InKeepr BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, DAMAGES INCURRED FOR LOSS OF BUSINESS PROFITS OR REVENUE, LOSS OF PRIVACY, LOSS OF USE OF ANY COMPUTER OR SOFTWARE INCLUDING THE SOFTWARE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE SOFTWARE PROVIDED HEREUNDER OR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY InKeepr FOR ANY REASON OR THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE SOFTWARE TO YOU (EVEN IF InKeepr HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE SOFTWARE IS BEING PROVIDED TO YOU FREE OF CHARGE. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT InKeepr, ITS AFFILATES, ITS LICENSORS AND InKeepr'S STAFF WILL HAVE NO LIABILTY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SOFTWARE, AS MENTIONED ABOVE. YOUR ONLY RIGHT OR REMEDY TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE IS TO IMMEDIATELY UNINSTALL AND CEASE USE OF SUCH SOFTWARE.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF InKeepr FOR (I) THE DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF InKeepr, ITS STAFF OR AGENTS, OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited to the maximum extent possible within the applicable legislation.
InKeepr's Software may include advertisements, which may be targeted to the content or information on the Software, queries made through the Software, or from other information. The types and extent of advertising on the Software are also subject to change over time. In consideration for providing you the Software, you agree that we and our third party providers and partners may place advertising on our Software or in connection with the display of content or information on our Software.
The Software may contain authorized or unauthorized advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted on the Software is accurate and complies with applicable laws. InKeepr IS NOT RESPONSIBLE FOR THE ILLEGALITY OR ANY ERROR, INACCURACY OR PROBLEM IN THE ADVERTISER'S OR SPONSOR'S MATERIALS. InKeepr DOES NOT ENDORSE OR PROMOTE OR REPRESENT ANY OF THE PRODUCTS OR SERVICES OFFERED AND WILL NOT BE LIABLE FOR THESE PRODUCTS OR SERVICES. THE PLACEMENT OF THE ADVERTISEMENT OR SPONSORED CONTENT, THE SELECTION OF THE ADVERTISEMENT OR SPONSORED CONTENT AND THE TAGGING OF SUCH ADVERTISEMENT OR SPONSORED CONTENT, MAY BE DONE IN AN AUTOMATED MANNER AND IN NO CASE InKeepr WILL BE RESPONSIBLE OR LIABLE FOR THE SELECTION, PLACEMENT OR TAGGING OF AN ADVERTISEMENT OR SPONSORED CONTENT.
10. User Representations
10.1. Lawful purposes
You will use the Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You; (b) use any type of spider, virus, worm, trojan-horse or any other codes or instructions that are designed to distort, delete, damage or disassemble the Software; (c) send any unsolicited communication not permitted by applicable law; (d) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; (e) use the Software to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; or (f) use any material or content that is subject to any third party proprietary rights, unless you have a license or permission from the owner of such rights.
You represent and warrant that You are authorized to enter into and comply with the Terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations under this Agreement, as well as any and all laws, regulations and policies that may apply to the use of the Software.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD InKeepr AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE SOFTWARE, OR (D) COMMUNICATION SPREAD BY MEANS OF THE SOFTWARE.
10.4. Utilization of Your Computer
If Your use of the Software is dependent upon the use of a processor and bandwidth owned or controlled by a third party, You acknowledge and agree that Your license to use the Software is subject to You obtaining consent from the relevant third party for such use. You represent and warrant that by accepting this Agreement and using the Software, You have obtained such consent.
11. Additional Definitions
11.1. The following terms and expressions shall have the following meanings:
Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, InKeepr. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
Agreement: this End User License Agreement, as may be renewed and/or amended from time to time.
Content: means any and all content consisting of text, sounds, pictures, photos, video and/or any type of information or communications.
Documentation: any online or otherwise enclosed documentation provided by InKeepr.
Promotional Materials: any and all trademarks, names, signs, logos, banners, and any other materials, in whatever form, owned and/or used by InKeepr for the promotion of its company, its products and activities.
11.2. References to the singular include the plural and vice versa, and references to one gender include the other gender.
11.3. Any phrase introduced by the expressions "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
12.2. Jurisdiction's Restrictions
If the law of Your country prohibits You from downloading or using the Software because You are under the age limit or because the Software is not allowed in Your country, please don't use it.
12.3. Entire Agreement
This Agreement constitutes the complete Agreement between You and InKeepr with respect to the subject matter hereof and will supersede and replace all previous communications and representations or agreements, either oral or written, with respect to the subject matter hereof.
All of the provisions of this Agreement are intended to be enforceable to the fullest extent permitted by law. If any provision of this Agreement, in whole or in part, is, to any extent, construed to be illegal, invalid or unenforceable, then such provision will be construed in a manner to permit its enforceability under applicable law to the fullest extent permitted by law, and the remaining terms of this Agreement, other than those that have been held illegal, invalid or unenforceable, will remain in full force and effect.
This Agreement may not be modified or changed in whole or in part in any manner other than by an Agreement in writing duly signed by both parties hereto.
InKeepr's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
You are not allowed to assign this Agreement or any rights hereunder. InKeepr is allowed at its sole discretion to assign the Agreement or any rights hereunder to any third party, without giving prior notice.
12.8. Governing Law and Exclusive Jurisdiction
This Agreement will be governed by the laws of the State of Israel. The exclusive jurisdiction for any dispute will be state or federal courts sitting in the State of Israel.
12.9. Export Controls
The Software may be subject to international and national rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Software as well as end-user, end-use and destination restrictions issued by national governments.
InKeepr may deliver any notice required by this Agreement via pop-up window, dialog box or other device, even though you may not receive the notice unless and until you launch the Software. Any such notice will be deemed delivered on the date InKeepr first makes it available through the Software, irrespective of when you actually receive it.
This Agreement was originally prepared in the English language and the English version will control in the case of any conflict or discrepancy.
13. Uninstalling InKeepr
13.1. On Mac:
From the Applications folder, open "Uninstall InKeepr" and follow the instructions.
If from any reason the uninstall file is missing you can download it from here.
For additional information regarding the Software and/or this Agreement, please contact: firstname.lastname@example.org.