MAWi License Agreement

MAWi Software License Agreement

This License Agreement (“Agreement”) is entered into by and between Monitors AnyWhere Ltd. (“Licensor”) and the Licensee (the entity or individual obtaining the license) and governs the terms of use for the MAWi software product (“Software”).

Purpose of the Software

The MAWi software is designed to provide a centralized solution for digital signage and video wall management. It enables seamless distribution, control, and scheduling of digital content across multiple displays within a networked environment. MAWi serves the needs of diverse users, such as businesses, educational institutions, command centers, and retail spaces, by providing an efficient and scalable way to control display content remotely. The Software includes tools for content scheduling, video wall configuration, remote management, and real-time updates, ensuring that users can deliver engaging and timely content to their audience.

1. Definitions

• “Software” refers to the MAWi software provided by Licensor, including any updates, modifications, or enhancements provided under this Agreement.
• “Licensee” refers to the individual or legal entity using the Software as outlined in this Agreement.
• “Licensor” refers to Monitors AnyWhere Ltd., the owner and provider of the Software.
• “Major Release” refers to a new primary version of the Software, such as version 1.x to version 2.x.
• “Updates” refer to minor enhancements, bug fixes, patches, or other modifications that do not constitute a major release.

2. License Grant and Scope

Licensor grants Licensee a non-exclusive, non-transferable, limited license to use the Software solely for Licensee’s internal purposes in accordance with this Agreement.

3. License Term and Scope

The license granted hereunder is perpetual, valid only for the specific major release of the Software available at the time of purchase. New major releases are not covered under this Agreement and require a new license or upgrade fee. Updates within the licensed major release will be provided in accordance with the Support and Maintenance terms below.

4. Installation Limitations

Licensee may install the Software on up to five (5) unique PCs controlled by Licensee. Redistribution, transfer, or installation on devices outside Licensee’s ownership or control is prohibited. Additional installations beyond this limit require separate licenses or licensing upgrades.

5. Display-Specific Licensing

Each license covers a specified number of displays as detailed in Licensee’s purchase agreement. The Software may only control the number of displays specified in the license. Expanding beyond this limit requires an upgraded or additional license.

6. Restrictions

Licensee agrees to the following restrictions:

• Modifications: Licensee may not modify, adapt, translate, or create derivative works of the Software.

• Reverse Engineering: Licensee shall not reverse engineer, decompile, disassemble, or attempt to derive the Software’s source code, except where expressly permitted by law.

• Transfer and Assignment: Licensee shall not sublicense, assign, rent, lease, or transfer the Software or rights granted herein without Licensor’s express written consent.

• Third-Party Usage: The Software is licensed for internal use only by Licensee. Unauthorized access by third parties or individuals outside Licensee’s organization is prohibited.

• Compliance with Laws: Licensee must comply with all applicable laws and regulations, including export and data protection laws, when using the Software.

7. Ownership and Intellectual Property

The Software is licensed, not sold. Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant any ownership rights to Licensee. Licensee acknowledges Licensor’s exclusive ownership of all copyrights, trademarks, patents, and trade secrets related to the Software.

8. Confidentiality

Licensee agrees to maintain the confidentiality of the Software, including its source code (if accessible) and any proprietary information provided by Licensor. Licensee will take reasonable precautions to protect such information and prevent unauthorized access.

9. Support and Maintenance

Support and maintenance for the Software are provided as follows:

• Standard Support: Licensee is entitled to support for troubleshooting and guidance on functionality during standard business hours via Monitors AnyWhere’s official support channels.

• Software Updates: Minor updates and security patches for the licensed major release are provided at no additional cost. New major releases may require an additional license.

• Extended Maintenance Options: Extended support packages, including expanded hours, expedited response, and dedicated support, are available for purchase separately.

• Support Term: Support and maintenance are renewable annually. Non-renewal terminates access to updates, technical support, and related services.

• End of Life (EOL): Licensor reserves the right to declare certain Software versions as EOL. Licensees will be notified in advance, with migration or upgrade options provided.

10. Audit Rights

Licensor reserves the right to audit Licensee’s use of the Software to ensure compliance with the terms of this Agreement. Audits will be conducted with reasonable notice and during regular business hours.

11. Warranties and Indemnities

• Limited Warranties: Licensor warrants that the Software will function substantially as described in the provided documentation. This warranty is limited and excludes issues arising from Licensee’s hardware, modifications, misuse, or third-party software.

• Indemnification: Licensee agrees to indemnify and hold Licensor harmless from any claims, damages, or expenses resulting from Licensee’s misuse or illegal use of the Software or third-party claims arising from Licensee’s modifications to the Software.

12. Limitation of Liability

Licensor’s liability is limited to the purchase price of the Software. Licensor shall not be liable for any indirect, incidental, or consequential damages, including loss of data or profits, arising from Licensee’s use or inability to use the Software.

13. Termination

This Agreement remains effective until terminated. Licensor may terminate this Agreement if Licensee violates any terms. Upon termination, Licensee must uninstall and delete all copies of the Software. The confidentiality and indemnification clauses survive termination.

14. Dispute Resolution

Any disputes arising out of or related to this Agreement shall be resolved through mediation or arbitration if agreed upon by both parties or otherwise adjudicated in the competent courts located in Jerusalem, Israel. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. Licensee consents to the exclusive jurisdiction of the courts in Jerusalem, Israel, for any legal proceedings related to this Agreement.

15. Amendments

Licensor reserves the right to amend this Agreement. Amendments will be provided to Licensee, and continued use of the Software constitutes acceptance of the updated terms.

16. EULAs and Third-Party Licenses

The Software may include third-party components. Licensee agrees to comply with all applicable third-party licenses, as listed in the documentation or provided by Licensor. Third-party EULA terms may apply separately.

17. Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified only to the extent necessary to make it enforceable, and all other provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the original intent.

18. Data Protection and Privacy Compliance

If the Software collects, processes, or stores data subject to data protection regulations, Licensee agrees to comply with all relevant laws and privacy standards, including but not limited to GDPR and CCPA, as applicable. Licensor’s Privacy Policy details the handling of such data and is available at [Privacy Policy URL].

19. Force Majeure

Licensor shall not be liable for any failure to fulfill obligations due to events beyond its control, including natural disasters, war, government actions, or other force majeure events.

20. Governing Language

This Agreement is drafted in English. In the event of any discrepancy between translations, the English version shall prevail.

21. Feedback and Improvements

Any suggestions, ideas, or feedback provided by Licensee regarding the Software shall become the intellectual property of Licensor. Licensor may use such feedback without compensation or obligation to Licensee.

22. Export Compliance

Licensee agrees to comply with all applicable export laws and regulations when using the Software. Licensee shall not export or re-export the Software to restricted countries or prohibited entities.

23. Limitations on Use for High-Risk Activities

The Software is not intended for use in high-risk environments such as nuclear facilities, medical life-support systems, or aircraft navigation. Licensee agrees not to use the Software in such settings without express authorization from Licensor.

24. Survival of Obligations Post-Termination

Upon termination of this Agreement, all provisions regarding confidentiality, indemnification, intellectual property rights, and limitation of liability shall survive.

25. Notice Requirements

All notices regarding this Agreement must be in writing and sent via registered mail or email to the addresses specified by the parties.

26. Waiver

Any waiver of rights under this Agreement must be in writing. Failure to enforce any provision does not constitute a waiver of future enforcement.

By installing or using the Software, Licensee agrees to this Agreement’s terms. This Agreement may be executed electronically or in writing and is binding upon Licensee’s acceptance.