Emoze Personal Edition End User License Agreement ("EULA")

PLEASE READ THE TERMS AND CONDITIONS OF THIS EMOZE APPLICATION END USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE INSTALLING THIS SOFTWARE AND REGISTERING TO THE SERVICE KNOWN AS EMOZE PERSONAL EDITION  (THE "APPLICATION"), AND INDICATE YOUR ACCEPTANCE BY CHOOSING "I ACCEPT." THE APPLICATION IS LICENSED UNDER THE TERMS OF THIS AGREEMENT (NOT SOLD). BY CONSENTING, YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS EULA. THIS EULA REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE APPLICATION, BETWEEN YOU AND EMOZE LTD. ("EMOZE") AND IT SUPERSEDES ANY PRIOR PROPOSALS, REPRESENTATIONS, OR UNDERSTANDINGS BETWEEN THE PARTIES. A copy of this Agreement may be printed and retained.
Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by Emoze to show Your approval of any foregoing texts and/or to download and install the Application, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Application. Furthermore, You hereby waive 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 extent permitted under applicable mandatory law.

The Application is available in two configurations:
a.	Free Version of the Application ("Free Application") which features are published on the Emoze Website- licensed for FREE use.
b.	PRO Version of the Application ("PRO Application") which features are published on the Emoze Website  licensed for an annual fee to be determined from time to time by Emoze.

The Free Application and the PRO Application shall hereinafter be referred to as "Application".
In this EULA the term 'Emoze Website' shall mean any and all elements, contents and the 'look and feel' of the website available  among other URLs- under the URL www.emoze.com, from which website the Application may be downloaded.  
1.	Extent of Grant: Emoze hereby grants to you a non-exclusive and non-transferable license to use the Application. The Application may only be used for personal use. The Application may be used and installed on a single stand-alone personal computer or a wireless device. 
2.	Trial Version:  If you select to download a free trial version of PRO Application, you will be able to use the PRO Application only for a limited period of 30 days from installation ("Trial Period").  Unless you pay the applicable annual license fee for the PRO Application and install a License Key, this EULA will automatically expire at the end of your Trial Period.  In the event that you pay the applicable annual license fees for PRO Application, your license to use the PRO Application will continue for as long as the annual license fees are paid, subject to the terms of this Agreement. 
3.	Fully Licensed Version:  If you select to download a fully licensed version of the PRO Application and pay the applicable annual license fee, your license to use the PRO Application will continue for as long as the annual license fees are paid, subject to the terms of this Agreement.
4.	License of the Free Application: you may use the Free Application upon: (i) downloading a Free Application initially; or (ii) the expiration of the Trial Period, if annual license fees are not paid; or (iii) failure to pay the annual fees when due.
5.	License Keys for the Pro Application:  You acknowledge that the Pro Application contains a license key ("License Key").  If you select to download a trial or fully licensed version of the Pro Application, and pay the applicable annual license fee for the Application, Emoze will provide you an initial License Key for installation with the Application which will enable you to (i) use the Application during the term of your license and (ii) use the Application for a limited period pursuant to the terms of Section 2.  In the event you subsequently pay the annual license fees, and at each renewal thereof, Emoze will provide you additional License Key(s) for installation with the Application to enable you to use the Application for the applicable subscription period.  You agree not to purchase any license keys or similar computer code for the Application from any source other than Emoze or Emoze's authorized partners.  
6.	Limitations: You may not: (i) copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Application; and/or (ii) transfer, assign, rent, or allow the use of  the Application by any third party, either for consideration or not.
7.	Annual License Fees: You acknowledge that the Fully Licensed Version is subject to payment of annual license fees paid in advance.  The license fees and payment terms are published at the Emoze Website. Emoze may at any time alter the license fees and payment terms by publishing them in Emoze Website and effective as the date of publish. This EULA and the licenses conferred here under may not be construed as granting You the right for any licenses, services or any other right but for the license to use the Application. The use of any other paid services which may be offered by Emoze or its affiliates, is subject to additional terms and conditions published on the Emoze Website. 
8.	New Versions of the Application. Emoze, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Application. You acknowledge and agree that Emoze has no obligation to make available to You any subsequent versions of the Application. You also agree that 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 Application. Furthermore, You acknowledge and agree that Emoze, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the Application, or terminate any license hereunder, at any time, with immediate effect and without recourse to the courts. Emoze also may suspend or terminate any license hereunder and disable any Application You may already have accessed or installed without prior notice at any time with immediate effect and without recourse to the courts. Emoze will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the Application and (2) by the suspension or termination of this Agreement by Emoze and/or by You. 
9.	Protection of Your Computer and Cellular Device. You understand that the Application will use its commercially reasonable efforts to protect the privacy and integrity of Your computer and cellular device resources and Your communication, however, You acknowledge and agree that Emoze cannot give any warranties in this respect. 
10.	Your Representations and Warranties; You represent and warrant that You are authorized to enter into this EULA and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Application.
11.	Communication and Your Use of the Application
11.1.	Communication. Installing the Fully Licensed Application and for as long as you pay the applicable annual license fees, allows You to synchronize your emails while receiving emails by push directly to your mobile device as described in the Emoze Website ("Email " or "Services"). 
11.2.	No Warranties. (i) Emoze shall not be liable for any damage that You might suffer as a result of downloading the Application from the Emoze website and its use; (ii) Emoze shall not be liable for any damage that You might suffer as a result of using the WAP push option for installations, and (iii) Emoze cannot guarantee that You will always be able to communicate with the Email & PIM, nor can Emoze guarantee that You can communicate without disruptions, delays or other communication-related flaws. Emoze will not be liable for any such disruptions, delays or other omissions in any communication experienced when using Application. 
11.3.	No Control. You acknowledge and understand that Emoze does not control, or have any knowledge of, the content of any communication(s) spread by the use of the Application. The content of the communication is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, indecent or otherwise objectionable. Emoze will not be liable for any type of communication spread by means of the Application. 
11.4.	No Emergency Services. You expressly agree and understand that the Application is not intended to support or carry emergency messages to any type of hospital, law enforcement agency, medical care unit or any other kind of emergency service. Emoze, its affiliates or Emoze staff are in no way liable for such emergency communication.
11.5.	Lawful purposes. You acknowledge and agree to use the Application 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, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Application or the communication, or (c) send any unsolicited commercial communication not permitted by applicable law.
11.6.	Data Connection Services. You acknowledge that You shall be solely responsible to acquire data connection services or any other services necessary for uploading and downloading data via the Application. You and You alone shall bear any and all expenses related to the data connection services including, without limitations, payments to mobile operators.  
12.	Confidentiality and Privacy. The Application contains substantial trade secrets of Emoze and You agree to take all reasonable steps at all times to protect and maintain any confidential information regarding Emoze, its affiliates, the Emoze staff, the Application and the IP Rights, strictly confidential.  Emoze is committed to respecting Your privacy and the confidentiality of Your personal data. The 'Privacy Policy' that is published on the Emoze Website applies to the use of Your personal data, the traffic data as well as the content contained in Your communications.
13.	Intellectual Property: You acknowledge and agree that the Application and the user manuals (if provided) and other written and/or electronic materials that relate to the Application ("Documentation"), including any revisions, corrections, modifications, enhancements and/or upgrades thereto, trademarks (whether registered or not), trade names, logos or any other copyrighted material embodied in the Application, are Emozes property protected under patents, patent applications, copyright laws and intellectual property treaties. You further acknowledge and agree that all rights, titles, and interests in and to the Application, including associated intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the Application (including, without limitation, the code) ("IP Right"), are and shall remain with Emoze and its licensors. This EULA does not convey an interest in or to the Application, but only a limited right of use revocable in accordance with the terms of this EULA. Nothing in this Agreement constitutes a waiver of Emozes intellectual property rights under any law.
14.	Disclaimer. You acknowledge that the Application is inherently complex and constantly at a stage of development. Consequentially, the Application is instable and may not work error free. Emoze does not warrant that the functions contained in the Application will meet your requirements or that the operation of the Application will be uninterrupted or error free. The entire risk as to the quality and performance of the Application is with you. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMOZE, ITS LICENSORS AND ITS SUPPLIERS PROVIDE TO YOU THE APPLICATION, AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE APPLICATION ("SUPPORT SERVICES") AS IS AND WITH ALL FAULTS; AND EMOZE, ITS LICENSORS AND ITS SUPPLIERS HEREBY DISCLAIM WITH RESPECT TO THE APPLICATION AND SUPPORT SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE APPLICATION AND ANY SUPPORT SERVICES REMAINS WITH YOU. 
15.	Indemnification of Emoze. You agree to indemnify, defend and hold Emoze, its Affiliates and the Emoze staff harmless from and against any and all liability and costs, including reasonable attorneys fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law, regulation, policy or guideline, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the Application, or (d) communication spread by means of the Application.
16.	Termination: This Agreement and the licenses hereunder shall be terminated upon the lapse of the Trial Period or the end of the year for which annual fees have been paid. Without prejudice to any other rights, Emoze may terminate this Agreement and the licenses hereunder: (i) at any time for convenience; and/or (ii) upon the breach by You of any term hereof. Upon termination, you agree to destroy, or return to Emoze, the Application and the Documentation and all copies and portions thereof. You acknowledge and agree that your sole and exclusive remedy for termination for convenience is the return of the pro-rata license fee actually paid by You for the remaining period. 
17.	Limitation of Liability: Emozes cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the fees paid to Emoze for the license of the Application. 
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL EMOZE OR ITS SUPPLIERS OR RESELLERS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER OR CELLULAR DEVICE FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, DAMAGES FOR PERSONAL INJURY, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL EMOZE BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT EMOZE RECEIVED FROM YOU FOR THE LICENSE OF THE APPLIACATION, EVEN IF EMOZE MAY HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
18.	Third Party Software: To the extent that the Application contains any software provided by any third parties, such third partys software shall be subject to the terms and conditions set forth in the agreements contained/attached and/or applicable to such software and/or as specifically detailed in the sub-license agreements' form/s attached hereto as Exhibit A. Unless otherwise explicitly set forth in Exhibit A, the restrictions contained in this EULA shall apply to all such third party software providers and third party software as if they were Emoze's and the Application, respectively.  In addition, you may be subject to additional limitations by the software producers set forth on Exhibit A, which we have attached herein and made a part of this EULA. Please refer to Exhibit A for a listing of such third party's software producers. However, please note that Exhibit A may not be exhaustive and that Emoze reserves the right, at any time to incorporate additional software producers or to delete items from Exhibit A.
19.	Miscellaneous
19.1.	If the copy of the Application and/or license was accompanied by a hard-copy End User License Agreement whose terms vary from this Agreement, then the hard-copy End User License Agreement governs your use of the Application and its license. 
19.2.	This Agreement represents the complete agreement concerning this license and may be amended only by a document in writing executed by both parties. 
19.3.	The terms and conditions contained herein shall apply, mutatis mutandis, to any updates, upgrades, additional modules and software pertaining to the Application and/or the product you have purchased from Emoze.
19.4.	If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any applicable jurisdiction, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.  
19.5.	This Agreement shall be construed and governed in accordance with the laws of state of Israel (except for its conflict of law provisions). The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
19.6.	The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 
 
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE APPLICATION, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO EMOZE THE RIGHTS SET FORTH HEREIN.