The SWA image segmentation tool software, as more fully described on the web page http://www.cs.weizmann.ac.il/~swa/index.html, (Yeda’s Ref.: M161) (“the SWA Tool”) was developed and produced by scientists of the Department of Computer Science and Applied Mathematics at the Weizmann Institute of Science in Rehovot, Israel (the “WIS”). All rights in and to the SWA Tool vest in Yeda Research and Development Company Ltd., the commercial arm of the
ACCESS TO AND USE OF THE SWA TOOL IS AVAILABLE ONLY TO THE AIM@SHAPE NETWORK OF EXCELLENCE PROJECT (“THE AIM@SHAPE PROJECT”) CONSORTIUM MEMBERS AND THEIR EMPLOYEES AND USERS AUTHORISED BY YEDA (“AUTHORISED USERS”) AND IS SUBJECT TO THE FOLLOWING TERMS OF USE.
Please read the following Licence Agreement carefully before using the SWA Tool. By downloading or using the SWA Tool you agree to be bound by all the terms and conditions set forth in this Agreement, whereupon it shall constitute a legally binding agreement between you and YEDA. If you do not wish to be bound by this Agreement or if you are not an AIM@SHAPE Project consortium member or an Authorised User, please refrain from downloading or using the SWA Tool.
In this Agreement you shall be referred to as the “User”. 1. Subject to the terms and conditions of this Agreement, YEDA grants User a non-exclusive, non-transferable and non-sublicenseable licence to download the SWA Tool via the World Wide Web only, from the http://www.cs.weizmann.ac.il/~swa/index.html website (the “Website”), by means of the password provided to User, and to use the SWA Tool solely for research purposes within the field(s) or framework approved by YEDA (the “Licence”).
2. User may not sell, lease, rent, sublicense, assign, export or otherwise transfer the SWA Tool and/or the rights of access to, or use of the SWA Tool, or any underlying information or technology, and/or any documents, CDs or any other tangible media representing, embodying or containing any of the aforegoing or portion thereof, to any person or entity.
3. At present, the Licence is granted free of charge. However, in the future the User may be requested to pay for access to and use of the SWA Tool. A notice will be posted on the Website or sent by e-mail, prior to such change.
4. The Licence shall become effective on the date User first accesses and/or downloads the SWA Tool and remains in force until terminated as provided in these ToU.
5. The WIS may modify the SWA Tool and/or the Website, including, without limitation, by the removal, reduction or addition of functionality, and/or modify, or discontinue, temporarily or permanently, or use of the SWA Tool or change and amend the Licence Agreement as provided in clause 18 below, including, without limitation, by adding terms that YEDA may be required to “pass through” to User as a result of a separate agreement between YEDA and a third party.
6. Any loss or damage caused to User arising out of or in connection with the use of the SWA Tool will be borne exclusively by User, and User agrees that neither the WIS nor YEDA nor any of their respective directors, offices or employees, shall have any liability for any such loss or damage; all of the foregoing without derogating from the provisions of clauses 10, 11 and 12 below.
7. The use of the SWA Tool hereunder is currently free of charge, however, as a condition of the grant of the Licence, prior registration by User and/or the provision by User of certain information to the WIS and/or YEDA, will be required. User agrees to: (i) provide true, accurate, current and complete information about User as required (such information, the “User Information”) and (ii) maintain and promptly update the User Information on the Website to keep it true, accurate, current and complete. If User provides information that is untrue, inaccurate, not current or incomplete, or if YEDA has reason to believe the same, then YEDA shall have the right to suspend or terminate the Licence and to refuse to provide User with any current or future access to and use of the SWA Tool.
8. The WIS and/or YEDA are entitled to monitor the access to and use of the Website and/or the SWA Tool, as long as no personally identifiable information is collected without User’s prior consent. The WIS and/or YEDA may use certain aggregate information related to the use of the Website and/or the SWA Tool, provided that such information will not include personally identifiable information, except as authorized by User. Notwithstanding the aforegoing, such personally identifiable information (if collected) may be provided by the WIS and/or YEDA to third parties in the good faith belief that such action is reasonably necessary to comply with applicable laws, legal process or to enforce this Agreement.
9. Neither the WIS nor YEDA shall provide (or be obligated to provide) User with any support relating to the use of the SWA Tool, except for online documentation which may be contained in the SWA Tool.
10. THE SWA TOOL IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITH ALL FAULTS. YEDA AND THE WIS MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SWA TOOL AND/OR THE WEBSITE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, YEDA DOES NOT WARRANT THAT THE SWA TOOL WILL MEET USER’S REQUIREMENTS OR THAT USE OF THE SWA TOOL WILL BE FREE OF INFECTION OR VIRUSES, ERROR-FREE, UNINTERRUPTED, SECURE OR WILL PRODUCE ACCURATE RESULTS. USER SHALL BEAR TOTAL AND EXCLUSIVE RESPONSIBILITY AND RISK FOR THE USE OF THE SWA TOOL. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, USER SHALL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO USER’S COMPUTER SYSTEMS OR LOSS OF DATA.
11. USER AGREES THAT THE WIS, YEDA AND their RESPECTIVE DIRECTORS, officers and employees (THE “INDEMNITEES”) SHALL NOT BE LIABLE FOR ANY CLAIMS, DEMANDS, LIABILITIES, COSTS, LOSSES, DAMAGES OR EXPENSES (INCLUDING LEGAL COSTS AND ATTORNEYS’ FEES) OF WHATEVER KIND OR NATURE CAUSED TO OR SUFFERED BY ANY PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION, USER), THAT DIRECTLY OR INDIRECTLY ARISE OUT OF OR RESULT FROM OR ARE ENCOUNTERED IN CONNECTION WITH THE EXERCISE OF THE LICENCE, INCLUDING WITHOUT LIMITATION, THE ACCESS TO OR USE OF THE SWA TOOL, OR BREACH OF THIS AGREEMENT OR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY (ALL OF THE FOREGOING, COLLECTIVELY, “CLAIMS”). WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, THE INDEMNITEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA OR LOST PROFITS WHETHER ARISING FROM OR BASED ON TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE.
12. User agrees to indemnify and hold the Indemnities harmless from and against any Claims as referred to in clause 11 above.
13. The Licence will automatically terminate if User does not comply with this Agreement. Without derogating from the foregoing, either Yeda or User may terminate the Licence and the agreement between Yeda without notice, at any time, for any reason. Upon termination of the Licence and/or said Agreement, for any reason whatsoever, User shall immediately cease to use the SWA Tool and shall remove the SWA Tool from User’s computers. The provisions of clauses 10, 11 and 12 above and clauses 14 and 15 below shall survive the termination of this Agreement for any reason.
14. User acknowledges and agrees that the SWA Tool, including, without limitation, text, data, compilation, software, graphics or other material contained in the SWA Tool contain proprietary and confidential information of YEDA that is protected by applicable intellectual property and other laws. User shall not copy, reproduce, distribute or create derivative works of or otherwise modify the SWA Tool or any or the foregoing or part thereof.
15. User agrees not to reverse engineer, recompile, disassemble, copy or otherwise attempt to discern the source code of the SWA Tool or any component thereof.
16. Changes and amendments to these ToU shall be published on http://www.cs.weizmann.ac.il/~swa/index.html and become effective upon the date of publication. User will not receive a personal notice of such changes and amendments. User agrees to monitor the Website regularly for notices of such changes. By continuing to access and/or use the SWA Tool after such changes and amendments become effective, User shall be deemed to have accepted the modified ToU.
17. User agrees to access and use the SWA Tool in accordance with all applicable laws and regulations. User agrees not to use the SWA Tool for any illegal or wrongful purposes.
18. If any provision of these ToU is held by a court of competent jurisdiction to be invalid, such provision shall be substituted by a provision which achieves to the greatest extent possible, the same effect as would have been achieved by the invalid provision and all other provisions shall remain in full force and effect.
19. YEDA’s failure to exercise or enforce any right or provision of these ToU shall not constitute a waiver of such right or provision.
20. These ToU shall be governed by and construed in accordance with the laws of the State of Israel, without regard to or application of choice of law rules or principles. User hereby consents to the exclusive jurisdiction of the competent courts in Tel-Aviv-Jaffa, Israel.
