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Sidekick™ End User License Agreement

IMPORTANT!  YOU MUST READ AND AGREE TO ALL OF THE FOLLOWING BEFORE YOU DOWNLOAD, ACCESS AND/OR USE THE GAME YOU HAVE JUST PURCHASED.

This End User License Agreement (“Agreement”) is between you, or the company on whose behalf you are downloading the Software (“you”), and Sidekick Ltd. ("Sidekick"). This Agreement governs your use of the game application software which you have just purchased (including but not limited to any upgrades, updates, revisions, new versions or releases thereof, any content contained therein including any concept, theme, character, text, image, graphics, artwork, sound, animation and Marks (defined below), you may choose to purchase and any related documentation) (“Software”). Please read this Agreement carefully. By [clicking the "acceptance" button at the bottom of this Agreement, or by] downloading and/or using the Software, you signify that, effective as of the date of the download, you are entering into a binding agreement with Sidekick and agree to be bound by all of the terms hereof and. This Agreement applies to all users of the Software including users who are also contributors of content and other materials or software. This Agreement, the Privacy Policy and any other legal notices published by Sidekick in connection with the Software shall constitute the complete and exclusive statement of the agreement between you and Sidekick. Furthermore, you hereby waive any rights or requirements under any applicable laws which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under such laws.  If You do not agree to (or cannot comply with) all of the terms of this Agreement AND/OR THE PRIVACY POLICY, THEN YOU ARE NOT PERMITTED TO download, ACCESS or USE the Software and click the "rejection" button and the DOWNLOAD process will not begin.

1.     LICENSE GRANT

Subject to the terms of this Agreement, Sidekick grants you a revocable, personal, non-exclusive, non-sub-licensable, non-transferable limited right and license to the Software installed on an authorized device or tablet owned or controlled by you ("Device"), and access and use the Software on such device, only in compiled machine-readable form, solely for your personal non-commercial internal use and for no other purpose whatsoever, strictly in accordance with this Agreement, its related documentation, the applicable Usage Rules (defined below) and applicable law ("License").

Please be aware that the Software may only be available for certain operating systems (such as Windows OS, Mac OS or Windows 8). You will only download and use the Software on a Device running validly licensed copies of the operating systems on which the Software is designed to operate.

To be able to access and/or use the Software, or any portion thereof, you must legally obtain all the applicable or required facilities, utilities, software and equipment, including but not limited to, the appropriate Device equipment, camera and internet connections at your sole risk and expense ("Required Equipment ").

If you contact Sidekick with feedback data (e.g., questions, comments, suggestions or the like) regarding the Software (collectively, "Information"), such Information shall be deemed to be non-confidential, and Sidekick shall have a non-exclusive, royalty-free, license-fee free, worldwide, perpetual license to incorporate into the Software any such Information and/or use the Information for any purpose.

2.     RESTRICTIONS

Except as expressly permitted in this Agreement, you shall not (and will not permit any third party to): (i) copy, modify, improve, incorporate into or with other software or create derivative works of the Software, or any portion thereof; (ii) decompile, disassemble, decrypt, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software, or any portion thereof, except and to the extent these restrictions are prohibited by applicable laws, after providing a fourteen (14) days prior written notice to Sidekick if legally permissible; (iii) alter, remove or obscure any product identification, name, mark, logo, tradename, trademark, service mark, copyright, patent or other proprietary notices or markings, legends, symbols, or labels contained in or displayed on or via the Software as delivered to you ("Marks"); (iv) sell, lease, lend, sublicense, provide or otherwise distribute or transfer the Software, or any portion thereof; (v) download, use or permit the Software to exist on more than one Device at a time or on any other mobile device or computer, other than by means of your separate installations of the Software, each of which are subject to a separate license, unless otherwise permitted by the applicable Usage Rules; (vi) make the Software available over a network or other environment permitting access or use by multiple users or devices at the same time; (vii) use for timesharing or service bureau purposes or otherwise use or allow others to use the Software to or for the benefit of third parties; (viii)  disable, circumvent or otherwise interfere with the Software's security-related features or technical restrictions; (viii) use the Sidekick name, logo or trademarks; (ix) use the  Software  to perform comparisons or other benchmarking activities, either alone or in connection with other software or hardware and not  to publish the results of such activities; (x) publish reviews of the Software without Sidekick's prior written consent; and/or (xi) use the Software to violate any applicable laws, rules or regulations, for any illegal or unauthorized purpose or in any manner that breaches the terms hereof.

3.     USAGE RULES

If you are installing the Software from a third party platform or service provider ("Platform Provider") you need to be aware that the Platform Provider may have established usage rules which relate to and govern your use of the Software ("Usage Rules"). Certain such Usage Rules are described in Section 17 below, but other Usage Rules may apply and it is your responsibility to determine what other Usages Rules are applicable to your use of the Software. You agree to review, ensure that you understand and comply with all the applicable Platform Provider's Usage Rules prior to installing the Software. The Usage Rules applicable to your use of the Software are incorporated herein by reference. In the event of a conflict between the terms of this Agreement and the terms of any applicable Usage Rules, the terms of the Usage Rules shall prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from installing and/or using the Software. Any install and/or use of the Software by anyone prohibited by any applicable laws or Usage Rules from installing and/or using the Software is expressly prohibited.

4.     OWNERSHIP; COPYRIGHT PROTECTION

Notwithstanding anything to the contrary herein, you agree that the Software is being licensed hereunder and not sold. Sidekick and its licensors retain exclusive ownership of all right, title and interest in and to the Software and Intellectual Property (defined below) and/or confidential information embedded therein, and other proprietary materials provided by Sidekick to you hereunder. The Software is protected by applicable copyright, patent and other intellectual property laws and treaties. All rights not expressly granted to you hereunder are reserved by Sidekick and its licensors. “Intellectual Property” means all legal right, title and interest evidenced by or embodied in any (i) invention (whether patentable or unpatentable and whether or not reduced to practice) and improvements thereto, (ii) patent, patent applications and patent disclosures; (iii) work of authorship, regardless of copyright ability, copyrightable works and all copyrights (including moral rights); (iv) trade secret, know-how and confidential information; (v) trademark, service mark, trade names dress, style and design and logo; and (v) any other similar intellectual property right, in each case on a worldwide basis.

5.     ADVERTISEMENTS

The Software may display third party advertisements. Sidekick does not control, operate, maintain or endorse such advertisements and does not review or approve the content thereof. You expressly acknowledge and agree that Sidekick shall neither be responsible or liable for the legality, accuracy, completeness or inappropriate nature of any advertisement and its content displayed through the Software, nor for any loss or damage caused or alleged to have been caused by the use of or reliance on such advertisements.

 

6.     LOCATION 

Although the Software may be accessible worldwide, we do not represent that the Software or related materials is available in all languages, or available, appropriate or legally permissible for use in all locations, and accessing them from territories where the content is illegal is prohibited. If you choose to download and use the Software you do so at your initiative and are responsible for compliance with applicable laws.

7.     FEES

Currently the License granted hereunder is for free but Sidekick reserves the right to charge a fee in the future for certain uses. If Sidekick chooses to elects to so charge, it will first notify you of this fact, the charges will only be incurred by you if you explicitly consent thereto, and failure to pay such charges may result in your not having access to some or all of the Software. 

Your use of the Software may require internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage, you agree to be solely responsible for any such charges.

8.     UPDATES AND UPGRADES

Sidekick may revise or update the Software from time to time. Such updates and revisions may be supplied to you according to Sidekick's then-current policies, which may include automatic updating or upgrading with or without any additional notice to you and you consent thereto. Sidekick is not under any obligation to do supply such updates and revisions. The terms of this Agreement will govern any such updates and revisions provided by Sidekick that replace or supplement the original Software, unless these are accompanied by a separate license agreement which will prevail, and all references herein to the Software shall include such updates and revisions. You acknowledge and agree that Sidekick, the applicable Platform provider, your Device manufacturer and network operator are not obliged to provide you with any maintenance or support services with respect to the Software except as may be required by applicable laws.

9.     TERMINATION

This Agreement shall continue until terminated as set forth herein. If you object to any term of this Agreement, as may be amended from time to time, or become dissatisfied with the Software, your sole remedy is to stop the use thereof. Sidekick may terminate your access to the Software, or any part thereof, and/or this Agreement, at its discretion, at any time, for any reason and without notice, and shall not be liable to you or any other person therefor. Upon termination of this Agreement, you must immediately cease all use of the Software, destroy all copies thereof and so certify to Sidekick if required thereby. Sections 2, 3, 4, 5, 6, 9, 10, 12 through 20 shall survive any termination of this Agreement. Termination is not Sidekick's exclusive remedy, and all other remedies will be available to Sidekick whether or not this Agreement is terminated. 

10.  PRIVACY

Certain personal and other information provided by you in connection with your use of the Software may be stored on your Device even if Sidekick does not collect such information. It is your sole responsibility to maintain the security of your Device from unauthorized access. Use of any personal or other information about you collected or obtained by Sidekick through or in connection with the Software is subject to the Privacy Policy, which Privacy Policy is incorporated herein by reference, and you agree that we may do so.

11.  COMPLIANCE WITH LAWS

You shall use the Software in accordance with all applicable laws, regulations and rules. You agree that you will not use the Software for any purpose for which it is not designed or intended pursuant to this Agreement. You agree to fully comply with all applicable export laws and regulations to ensure that neither the Software nor any data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. 

12.  DISCLAIMERS

TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, THE SOFTWARE IS PROVIDED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" AND YOU BEAR ALL RISK OF USING IT. SIDEKICK, THE APPLICABLE PLATFORM PROVIDER AND EACH OF THEIR AFFILIATES, VENDORS, AGENTS AND SUPPLIERS ("WE") DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, IN RELATION TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT (I) THE SOFTWARE WILL BE FREE FROM DEFECTS, VIRUSES, HACKS OR OTHER HARMFUL CODE, (II) YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, (III) WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SOFTWARE, (IV) THE SOFTWARE WILL BE INTEROPERABLE OR COMPATIBLE WITH YOUR DEVICE, OTHER SOFTWARE, HARDWARE, OR ANY EQUIPMENT INCLUDING THE REQUIRED EQUIPMENT DEFINED IN SECTION 1 HEREOF, AND WE ARE NOT RESPONSIBLE FOR ANY LOSSES SUFFERED RESULTING FROM INTEROPERABILITY OR COMPATABILITY PROBLEMS, AND/OR (V) MEET YOUR REQUIREMENTS.  WE ARE NOT RESPONSIBLE, AND HAVE NO LIABILITY FOR ANY HARDWARE, SOFTWARE, OR OTHER ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN SIDEKICK, INCLUDING BUT NOT LIMITED TO THE EQUIPMENT. WE DO NOT WARRANT THAT ANY CONTENT AVAILABLE ON THE SOFTWARE IS ACCURATE, COMPLETE, RELIABLE OR CURRENT. EXCEPT FOR ANY WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE OR AS TO THE SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF THE SOFTWARE REMAINS WITH YOU. 

WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT WE DO NOT WARRANT OR GUARANTEE THE SECURITY OF THE SOFTWARE OR OF COMMUNICATIONS MADE USING THE SOFTWARE, AND YOU ASSUME ALL RISKS ASSOCIATED WITH THE SAME. YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE MAY, IN ORDER TO PERFORM ITS FUNCTION, MODIFY THE CONFIGURATION OF YOUR DEVICE,  ITS SOFTWARE AND OTHER DEVICES INSTALLED THEREON AND THE EQUIPMENT, THAT WE DO NOT WARRANT OR GUARANTEE THE FAULT-TOLERANCE OF SUCH MODIFICATIONS, AND YOU ASSUME ALL RISKS ASSOCIATED WITH THE SAME.

THE INSTALLATION AND USE OF THE SOFTWARE OR ANY PRODUCT OR SERVICES PURCHASED AS A RESULT OF AN ADVERTISEMENT DISPLAYED THROUGH THE SOFTWARE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT MAY RESULT THEREFROM.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHER PERSONS OR ENTITIES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS ND INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

13.  LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT WILL SIDEKICK, ANY OF ITS AFFILIATES OR THE PLATFORM PROVIDER BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY) FOR DEATH, PERSONAL INJURY OR ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, DIRECT, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, BUSINESS INFORMATION, CORRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR DAMAGES TO PROPERTY, COMPUTER OR OTHER DEVICE FAILURE OR MALFUNCTION,) ARISING HEREUNDER OR FROM YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, EVEN IF SIDEKICK OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE AFOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, SIDEKICK'S MAXIMUM LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SOFTWARE SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO SIDEKICK FOR USE OF THE SOFTWARE OR $US1, WHICHEVER IS GREATER. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

14.  INDEMNIFICATION

You agree to defend, indemnify and hold Sidekick and its affiliates harmless from and against all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use or misuse of or activities in connection with the Software, or inability to use the Software, (ii) your violation of this Agreement, any law or rights of third parties, and/or (iii) any products or services that you purchase as a result of any advertisement displayed through the Software.  The foregoing indemnity obligations will survive any termination of this Agreement. Without derogating from the aforegoing, Sidekick reserves the right, at its expense, to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in in which event you will cooperate with Sidekick in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining Sidekick's prior express written approval. 

15.  INJUNCTION

You acknowledge that if you breach any of your obligations hereunder, you might cause irreparable harm to Sidekick, and you agree that Sidekick will be entitled, in addition to other rights or remedies it may have hereunder or under applicable laws, to take such action as may be required, including immediate injunctive relief, to enforce your obligations, without the necessity of proving actual damage, posting bond or making any undertaking in connection therewith.

16.  MISCELLANEOUS

You may not assign or transfer this Agreement (including all rights and obligations hereunder) without the prior written consent of Sidekick. Any attempt to do so in violation of the foregoing shall be void. Sidekick may assign or transfer this Agreement without restriction or notification. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof or constitute any form of estoppel and no waiver of any term hereof shall be deemed a further or continuing waiver of such term or any other term. No amendment of this Agreement will be binding unless in writing and signed by Sidekick. Sidekick reserves the right to modify this Agreement at any time by sending you an In-App notification, Push Notification and/or publishing the revised Agreement on the Software or its website at [insert link]. Such change will be effective ten (10) days following the foregoing notification thereof, and your continued use of the Software thereafter means that you accept those changes. Sidekick reserves the right at any time to discontinue or modify any aspect of the Software with our without notification, and Sidekick shall not be liable to you or any third party for any of the foregoing. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of Israel leave Israel without regard to conflicts of laws provisions thereof. The United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied. The sole jurisdiction and venue for any dispute regarding the terms of this Agreement or any action relating to the subject matter hereof shall be the courts in Tel-Aviv, Israel. Notwithstanding the foregoing, Sidekick may seek injunctive relief in any court of competent jurisdiction. The parties agree that all correspondence relating to this Agreement shall be written in the English language. If you have any questions, complaints or claims regarding the Software you may contact Sidekick at:


Address: 7 Ha'Arad St, 3rd floor, Ramat HaKhayal, Tel Aviv

Telephone: +(972) 3-6161-363

Email: support@sidekick.com.il

 

YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SOFTWARE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.  

 

17.  PLATFORM PROVIDER REQUIREMENTS

Without limitation, your use of the Software pre-installed on a computer, via download from a website or storefront provided or operated by zSpace, Inc., is subject to Usage Rules established by zSpace, Inc., located at, or accessible at www.zspace.com/legal the applicable provisions of which are incorporated herein by reference. 

© 2017 zSpace, Inc.    Terms of Use & Privacy Policy     zSpace English Website   zSpace Chinese Website   zSpace Japanese Website

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