PLEASE READ CAREFULLY: this license agreement includes the terms and conditions of use for Babylon-Pro. Babylon-Pro may be licensed under different configurations: (a) paid version, or free trial version, (b) retail or corporate use, (c) limited period of use of one year or an unlimited period or for a trial period. Generally, all provisions herein apply to all configurations but where specifically stated certain parts will apply only to specific configurations (e.g. trial version). YOUR APPLICABLE CONFIGURATION SHALL BE DETERMINED ACCORDING TO THE PRODUCT BABYLON AGREED TO PROVIDE TO YOU AND IN THE CASE OF THE PAID VERSION- SUBJECT TO THE PAYMENT THEREFOR.
BABYLON.COM LTD. LICENSE AGREEMENT
Carefully read all the terms and conditions of this Product License Agreement prior to installing this software. If you do not agree to these terms and conditions, you may not install this software, please do not commence the installation process and destroy any file relating to the software in your possessions and your money will be refunded. No refunds will be given for Products which have already been installed. Only if you accept each of the terms below should you install this software.
For the purposes of this Agreement the word "Product" includes all software, diskettes and any other media and documentation supplied by Babylon.Com Ltd. (referred to as "Babylon.Com") as part of this software. Where provided by Babylon.com pursuant to this Agreement, only the original Licensee will be entitled to updates, developments and deployments, if at all, as specified herein.
Licenses
Babylon-Pro, paid version, corporate/retail: In consideration of the payment by you of the fee in relation to the Product, Babylon.Com grants to you a non-transferable, non-exclusive license to use the Product subject to the following conditions:
Babylon.Com grants to you a non-transferable, non-exclusive revocable license to use the Product subject to the following conditions:
GENERAL COPYING RESTRICTIONS
YOU MAY:
a. Use the Product as licensed as follows: RETAIL use: by a single workstation only (one license per one workstation); CORPORATE use: according to the number of workstations paid for to Babylon.com. The Product is delivered in a manner to provide for the use by a single workstation. This does not include use on a computer network. Working with Babylon-Pro on a network requires a separate license (Babylon Server License). You may not use the Product for more than one workstation unless you paid to Babylon.Com the appropriate license fee; in the event there is more than one single workstation using the Product, then you must pay a license fee for each additional workstation. In the event that you have any questions regarding the number of users permitted you should immediately contact Babylon.Com.
b. Copy the Product for backup purposes as appropriate.
c. Transfer the Product and entire license permanently to another person if that person agrees to accept all of the terms and conditions of this Agreement. If you transfer the Product you must at the same time either transfer all copies of the Product to the same person, or destroy any copies not transferred.
d. Terminate this license by destroying the original and all copies of the Product in whatever form.
YOU MAY NOT:
a. Loan, rent, lease, give, sub-license or otherwise transfer the Product (or any copy) in whole or in part, to any other person, except as noted in paragraph c (Transfer) above.
b. Copy or translate the User Manual, training materials or any other documentation included with the Product.
c. 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.
d. Remove, alter or cause not to be displayed, any trademarks, copyright notices or start-up messages contained in the programs and/or documentation.
THIS LICENSE WILL TERMINATE AUTOMATICALLY if you fail to comply with the terms and conditions set forth above.
IMPORTANT NOTE: For the removal of doubt, Babylon.Com may send to LicenseeÆs hard disk, from time to time, instructions, such as pings and other commands, which allow Babylon.Com to terminate the use or operation of the Product. In addition, Babylon.Com may use cookies during the purchase process and the use of the Product by You.
The use of the Product is subject to the privacy policy of Babylon.Com as specified at <http://www.Babylon.com/aboutus/privacy.html>.
ADDITIONAL TERMS AND RESTRICTIONS OF USE FOR THE BABYLON TRIAL VERSION (CORPORATE/RETAIL)
Babylon.com may, at its sole discretion, at any time, without prior notice and temporarily or permanently:
(i) terminate, limit or deny the License;
(ii) change, reduce or limit the functionality and features of the Product;
(iii) create different priorities or grades for different users;
(iv) introduce new features that may cause functionality change in earlier versions;
(v) condition the continuation of the License on your accepting Product improvements,
corrections, adaptations, or changes, or accepting revised or new terms of License, as will be made available on or through the Babylon.Com website, Babylon.Com shall notify its users through the Product, by e-mail or through the Babylon.Com website of changes in this License agreement.
The latest trial version of the Product may be distributed freely on online services, bulletin boards, or other electronic media as long as the files are distributed in their entirety only by providing a link to files residing on Babylon.ComÆs servers. This Product may not be distributed on CD-ROM, disk, or other physical media
for a fee or otherwise without the prior permission of Babylon.com .
PROPRIETARY RIGHTS OF BABYLON.COM
The Babylon.Com logo, Product name, Product manuals, training materials, documentation and other support materials are either patented, copyrighted, trademarked or owned by Babylon.Com as trade secrets and/or proprietary information. Babylon.Com retains exclusive ownership of the Babylon.Com Product, of the Babylon.Com printed materials and of the Babylon.Com trademarks. All techniques, algorithms and processes contained in Babylon.Com's Product or any modification or extraction thereof constitute trade secrets and/or proprietary information of Babylon.Com and will be protected by this Agreement.
LIMITED WARRANTY FOR PAID CONFIGURATION ONLY:
a. The magnetic media, if the software is provided with such media, and documentation enclosed herein are warranted to be free of defects in materials and workmanship under normal use for a period of 60 (sixty) days from the date of purchase. In the event of notification, within the warranty period, of defects in materials or workmanship, your sole and exclusive remedy and Babylon.Com's sole and exclusive obligation is to replace the defective magnetic medium or documentation at no cost to you.
b. The Product will perform substantially in accordance with its enclosed documentation, if any, for a period of 60 (sixty) days from the date of purchase. In the event of notification, within the warranty period, of a failure of the Product to perform in accordance with such documentation, your sole and exclusive remedy and/or Babylon.Com's or any Babylon.Com Product distributor's or dealer's sole and exclusive obligation shall be, at Babylon.Com's option either (i) to replace the Product or the documentation so that the Product will perform substantially in accordance with the documentation, or (ii) to refund to you the amount paid by you for the copies of the Product that you purchased.
TRIAL VERSION DISCLAIMER: NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE BABYLON-PRO FREE TRIAL VERSION IS PROVIDED ôAS-ISö WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
c. EXCEPT AS SPECIFIED IN THIS PARAGRAPH THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE PROGRAMS, DOCUMENTATION AND OTHER FILES ON THE MEDIA ARE PROVIDED "AS IS". (Some states do not allow the exclusion of implied warranties so the above exclusion may not apply to you).
d. THESE ARE YOUR SOLE AND EXCLUSIVE REMEDIES for any and all claims that you may have against Babylon.Com or any distributor or dealer of Babylon.Com Product(s) arising out of or in connection with the Product, whether made or suffered by you or another person and whether based in contract or tort.
e. IN NO EVENT WILL BABYLON, OR ANY DISTRIBUTOR OR DEALER OF BABYLON PRODUCT(S), BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF A BREACH OF THIS WARRANTY OR YOUR USE OF THE PRODUCT(S), INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF BABYLON, OR ITS DISTRIBUTOR OR DEALER, HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. (Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion may not apply to you).
Under no circumstances will Babylon.Com's total liability to you of all kinds arising out of or related to this license Agreement (including but not limited to any warranty claims hereunder), regardless of the form, and regardless of whether any action or claim is based in contract, tort or otherwise, exceed the total purchase price paid by you for the right to use a single copy of the Product(s). Babylon.Com's Product's pricing reflects the allocation of risk and the limitation on liability contained in this Limited Warranty.
f. Because it is impossible for Babylon.Com or the distributors or dealers of Babylon.Com Product(s) to know the purposes for which you acquired this Product or the uses to which you will put this Product, you assume full responsibility for the selection of the Product, and for its installation and use and the results of that use.
g. While every reasonable effort has been made to ensure that you will receive a Product that you can use and enjoy, neither Babylon.Com nor the distributors and dealers of Babylon.Com Product(s) warrant that the functions of the Product will meet your requirements or that the operation of the Product will be uninterrupted or error-free. Due to the complex nature of computer programs, the Product in this package (like all large programs) will probably never be completely error-free.
h. This Limited Warranty does not cover any magnetic medium, if exists, which has been the subject of abuse or damage, nor does it cover any Product, which has been altered or changed by anyone other than Babylon.Com.
i. Neither Babylon.Com nor the distributors and dealers of Babylon.Com Product(s) are responsible for problems caused by changes in the operating characteristics of the hardware or operating system software you are 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.
j. No action for breach of warranty may be commenced more than 1 (one) year following the expiration date of the above Limited Warranty.
SUPPORT
Babylon.Com may from time to time revise or update its Products. Such updates and revisions may be supplied separately for a fee according to Babylon.Com's then prevailing update prices, policies, terms and conditions. Babylon.Com is not obligated to make any Product revisions or to supply them. Babylon.Com may from time to time offer special support programs. Licensee may purchase support and maintenance from Babylon.Com according to the then prevailing Babylon.Com rates, terms and conditions.
In order to receive information about such revisions and/or updates and/or special support plans, you must complete the enclosed registration card and return it to Babylon.Com.
Any additions or changes to the Product shall be governed by this Agreement, and may be governed by additional terms and conditions supplied with such addition or change.
TERM OF LICENSE
FOR THE ONE YEAR LIMITED LICENSE: This license shall be valid for one year from the purchase date of the Product and shall automatically terminate at the end of such term year, unless earlier terminated as provided for herein.
FOR THE TRIAL VERSION: This license shall be valid for 30 days unless earlier terminated as provided for herein. Licensee may terminate this License by destroying the programs and documentation and all copies thereof. If any of the terms and conditions of the Agreement are violated by the Licensee, in addition to all other legal rights and remedies, Babylon.Com may terminate this license. Upon termination, Licensee shall destroy the Product. The provisions of this license, which protect the proprietary rights of Babylon.Com, shall remain in force after the termination of this Agreement.
ACKNOWLEDGMENT
Licensee acknowledges reading this Agreement, understanding it, and agrees to be bound by its terms and conditions. Licensee also agrees that this Agreement is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, verbal or written, and any other communications between the parties relating to the subject matter of this Agreement.
GOVERNING LAW AND FORUM SELECTION
The validity of this Agreement and the rights, obligations and relations of the parties shall be construed and determined in accordance with the laws of the State of Israel.
You acknowledge that any action or suit brought to enforce any right or remedy of this Agreement shall be subject to the exclusive jurisdiction and venue of the State of Israel.
U.S. GOVERNMENT RESTRICTED RIGHTS
The Product and any accompanying documentation are provided with restricted rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (b) (3) and (c) (1) (ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227 - 19, as applicable. Contractor/manufacturer is Babylon.Com Ltd., 10 Ha'ta'asiya St., Or-Yehuda, Israel.
TERMS OF USE OF BABYLON.COM GLOSSARIES AND OTHER THIRD PARTY MATERIAL
The Product enables you to use, and Babylon.Com may make available to you, certain third party materials in the form of glossaries or otherwise (ôThird Party Materialö). Such Third Party Material is generally not copyrighted by Babylon.Com, and is the property and responsibility of its respective owners.
The use of such Third Party Material may be subject to further use restrictions as may be attached to it, including additional charges, and by using the Third Party Material you agree to be bound by such additional restrictions. The use of Third Party Material is subject to you having a valid license for the Product. In view of possible copyright restrictions, the terms of this license shall apply, mutates mutandis, to the benefit of Babylon, to your use of the Third Party Material, as if such Third Party Material was a trial version product as referred to herein.
BABYLON.COM TAKES NO RESPONSIBILITY AND GIVES NO WARRANTY OF ANY KIND WITH RESPECT TO THE THIRD PARTY MATERIAL INCLUDING ITS ACCURACY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SUCH MATERIAL IS PROVIDED ôAS ISö.
However, if a competent jurisdiction determines that Babylon.Com is responsible for the Third Party Material in any respect whatsoever, then Babylon.Com's terms and conditions for use of the Product, as specified herein, shall apply to the Third Party Material.
