End User License Agreement (EULA)

This End User License Agreement ("EULA") governs your download and use of the executable code for the Local Pass Gen software application for Windows personal computers, including any update or upgrade thereto ("Local Pass Gen" or the "Application" or the "Software"). This EULA forms a binding contract between you and us (the "Company", meaning Local Pass Gen). Your use of the Software is subject to this EULA, our Terms of Use, and Privacy Policy.

PLEASE READ THE EULA CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THESE TERMS, EXIT THIS PAGE OR APPLICATION AND DO NOT ACCESS OR USE THE SOFTWARE.

1. Acceptance; updates to the EULA

1.1. By downloading, installing and/or using our Software you ("User") acknowledge that you have read and understood the following terms herein and the Privacy Policy and agree to be legally bound by this Agreement and the Privacy Policy (collectively, the "Terms"), and you agree to comply with all applicable laws and regulations regarding the use of the Software. User is advised that we may change this Agreement from time to time, including by posting a notice in the application or on the Site, and that any revised version will be deemed binding and applicable from the first date of publication on the Site. If you do not agree to be bound by this Agreement, remove and/or do not download the Software and/or exit the Site.

1.2. The Software is designated to enhance User's experience by offering content such as advertising content (by itself or by its third party affiliates). Such content may be displayed to the User within the applicable Software app and may, upon prior consent, present such ads and offers when using third party websites or applications which are our partners.

1.3. We may, in our sole discretion, modify the terms of this EULA via email or by posting a notice in the application. The "Last updated" date at the top of this page indicates when the latest modifications were made. By continuing to access and use the application you agree to any such modifications.

2. Grant of License

2.1 The Software is designated to present information, deals, and offers that enable you to use our Software or Third Parties Services ("Purpose").

2.2 Subject to the terms of this Agreement, Company grants User a limited, personal, revocable, non-exclusive, non-transferable license (without the right to sub-license), to install during the term and solely for your own private use, and to personally use the Software for the applicable Purpose, on his/her internet device. The license is granted to User and not sold to User. User may not use the Software if he is a minor according to the laws of his jurisdiction or if he is not the owner or approved administrator of the computer on which the Software is activated on.

2.3 Your license hereunder is limited not to allow others to use, copy or evaluate copies, and the license granted herein shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part.

3. Restrictions of use and prohibited conduct

3.1. User shall use the Software in compliance with all applicable laws and not for any purpose other than the Purpose. User will install the Software only in accordance with the instructions of the Company.

3.2. Except as expressly provided in Section 2 above, User may not, nor may he enable anyone else to, directly or indirectly: (i) use or display the Software together with material that is pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating; (ii) commercially distribute, rent, lease, market, sublicense, resell or otherwise transfer the Software or any portion thereof; (iii) copy, modify, decompile, disassemble, create any derivative works or reverse engineer the Software or any portion thereof including in cases it is made available with any other software, product or program; (iv) remove any identification, including copyright, trademark, patent or other notices, contained in or in connection with the Software; (v) use the Company's name, logo or trademarks without its prior written consent; (vi) use any automated devices, such as spiders, robots or data mining techniques, to catalog, download, store, reproduce, or distribute content available in the Licensed Application, or to manipulate the Licensed Application in any manner not consistent with its or their intended purpose(s).

3.3. User may not: (i) access, tamper with, or use non-public areas of the application, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the application by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the application to send altered, deceptive or false source-identifying information; (v) disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the application, or otherwise creating an undue burden on our services.

3.4. User may not use manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" the application. User may not circumvent any activation or license key, or other similar method used to protect the Software against unlicensed use, copying or distribution. User may not post or otherwise make available the Software or any portion thereof on the Internet or other publicly available forum. User may not separate the component programs of the Software for use on different computers or sublicense, lease, rent, loan, or distribute the Software to any third party.

For avoidance of all doubt, Company reserves all rights not expressly granted in this Agreement, and disclaims any implied license, including implied licenses to copyrighted materials, trademarks or patents. At any time the Company according to its sole discretion may terminate User's ability to use the Software or any portion thereof (including content or services provided through therein).

4. Intellectual property and copyright

4.1 You acknowledge and agree that the Software, including its sequence, structure, organization, source code and applicable documentation, contains valuable trade secrets and other intellectual property of Company. The Software is licensed and not sold to you, and no title or ownership to such Software or the intellectual property rights embodied therein is granted to you. The Software is the exclusive property of the Company and all rights in and to the Software not expressly granted to you in this Agreement are reserved.

4.2 User acknowledges and agrees that the Software may provide User with content which includes copyrighted material, trade secrets, patents (registered or pending), designs, information, methods, specifications, graphics, text, logos and other proprietary material (collectively, "Intellectual Property"). User shall not, shall not attempt to, and shall not allow any third party, to use, copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, adapt, sublicense, make any commercial use, sell, rent, lend, process, combine with other software, translate, modify, reverse engineer, disassemble or decompile any such content. Nor may he create any derivative works or other works that are based upon or derived from the aforementioned content in whole or in part.

4.3 Intellectual Property law including Copyright law and certain international copyright treaty provisions protect all parts of the Software and all content provided therein or therewith (including all products and services). No program, code, part, image, audio sample, or text may be copied, or used in any way by the user except for the applicable Purpose.

5. Updates

Company may provide you with Updates from time to time at no charge during the term of this Agreement. For the purposes hereof, "Update" means any additional versions of the Software containing technical modifications, updated information, altered functionality, or any other changes that are intended by the Company to improve or to add to, delete or otherwise modify any aspect of the Software. Company may push Updates to you over the Internet by automatically downloading and installing them from time to time. You agree to allow the Software to receive such Updates as part of your use of the Software.

6. Fees

6.1 The Software is free to download and use, unless a separate purchase flow expressly states otherwise.

7. Installable software and optional search assist

7.1 The Software is provided as a downloadable application for compatible Windows personal computers. To support our business and to continue to provide you with the Software, we may offer to deliver the Software along with certain additional in-house and third-party software components. You are not required to download any additional software to use the core conversion and file features offered through our Site; where an installer is presented, optional components will be disclosed in the installer flow where applicable.

7.2 Optional components may include a search-assist feature that can change your default search provider or direct certain search queries to third-party search results in supported browsers, in order to support free distribution of the Software. If you uninstall the primary Local Pass Gen application using the steps described in our uninstall instructions, any bundled search-assist component installed with that build is designed to uninstall together with the primary application, where technically feasible on your system.

7.3 The User is advised that the Product is subject to certain technical synchronization intervals, and that during certain periods of time products and/or services displayed through the Product may not be available through third parties.

8. Third Party Services

8.1 The Software incorporates content and services provided by third parties not owned or controlled by Local Pass Gen. The Software may also incorporate or make available to you certain features and/or monetization tools which enables Local Pass Gen (or other third parties) to provide you with information or content concerning the Software or other content Local Pass Gen or other third parties think may be of interest to you, such as advertising material (including advertisements, coupons, sponsored messages, photographs, graphics, deals, or other commercial offers) ("Third Party Services").

8.2 All rights in and to the Third Party Services, including all copyright, patent, trademark, trade secret and other intellectual property rights protected by applicable laws are reserved and remain with such third parties and User hereby agrees that such third parties may enforce their rights against you directly in their own name.

8.3 Content or services provided by third parties through the Software may be subject to such third parties' terms of use, privacy policies or other conditions concerning such Third Party Services. The Company advises User to thoroughly review such terms, conditions and policies before making any use of any Third Party Services.

9. Privacy and tracking technologies

The Company and third-party service providers may use a variety of cookies or other tracking technologies that automatically (or passively) collect certain information whenever User visits or interacts with the Software, including, without limitation, the Third Party Services (and the referral URL, coupons, offers, sales and other discounts accessed or provided therein). Further information about the Company's privacy practices is available at the Privacy Policy. When the User engages third parties' services or products (by clicking on a link presented within Software or otherwise), such third party may place an affiliate cookie or use tracking IDs (as applicable) on the user's device. We do not have access to, nor control over, third parties' use of cookies or other tracking technologies and the User should consult the respective privacy policies of these third parties to see options for opting out.

10. Warranties, disclaimers and limitation of liability

THE USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE AND ANY SERVICES, PRODUCTS OR CONTENT PROVIDED THEREIN IS AT HIS SOLE RISK (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA OR OTHER DAMAGE TO HIS DEVICE) AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE USER. THE CONTENT AVAILABLE ON THE SOFTWARE MAY INCLUDE INACCURACIES OR ERRORS. THE COMPANY DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE CONTENT DISPLAYED ON THE SOFTWARE INCLUDING TO THE PRODUCTS AND SERVICES OFFERED VIA THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES, PRODUCTS OR CONTENT PROVIDED THEREIN ARE PROVIDED ON AN "AS IS," "WHERE-IS," "WHERE AVAILABLE" AND "WITH ALL FLAWS AND/OR FAULTS" BASIS, WITHOUT WARRANTY OF ANY KIND. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, PRODUCTS OR CONTENT PROVIDED THEREIN, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

IN NO EVENT (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF NEGLIGENCE) WILL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR DISTRIBUTORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, OR PECUNIARY LOSS), IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE OR THE USE OR INABILITY TO USE THE SOFTWARE OR SUCH CONTENT. IN ANY EVENT THE COMPANY'S ENTIRE LIABILITY, WITHOUT EXCEPTION, IS LIMITED TO THE USER REIMBURSEMENT OF THE PURCHASE PRICE OF THE SOFTWARE (IF ANY). IN THE EVENT THAT THE SOFTWARE WAS PROVIDED FOR NO COST, THE COMPANY'S ENTIRE LIABILITY, WITHOUT EXCEPTION, UNDER THIS AGREEMENT WILL BE EQUAL TO ZERO, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE COMPANY FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE CHARGES PAID BY YOU DIRECTLY TO COMPANY VIA THE SERVICE, IF ANY, FOR SERVICES PROVIDED SOLELY AND DIRECTLY BY COMPANY TO YOU IN THE SIX (6) MONTHS PRIOR TO SUCH CAUSE OR CLAIM.

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM YOU MAY BRING MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURRED OR IT WILL BE PERMANENTLY BARRED. WITHOUT DEROGATING FROM THE ABOVE, NO ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF ITS FORM, MAY BE BROUGHT AGAINST THE COMPANY MORE THAN SIX (6) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED AND IN ANY EVENT NO LATER THAN THREE (3) MONTHS AFTER THE TERMINATION OF THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Neither the Company, its affiliates, subsidiaries nor third parties who provide content or services therein, therewith or in connection thereto, are under any obligation to correct any errors in the Software or in the content or services therein. The Company does not monitor all content or services which may be made available to the User through the Software and is not responsible for any such content or services and makes no representation or warranty of any kind, either expressed or implied, regarding any such third parties' content.

11. Indemnification

User shall defend, indemnify, hold harmless, and defend the Company, its officers, directors, shareholders, employees, sub-contractors, agents and distributors or any third party providing content or services in the Software, or in connection thereto, from and against any claims, losses, debts, obligations, liabilities, costs or expenses (including but not limited to reasonable attorney's fees) arising from or incurred as a result of, related to or are based on (i) User's use of the Software or the content or services provided by third party therein, therewith or in connection thereto; (ii) violation of this Agreement or the Privacy Policy; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of the Software (including your violation of any third party rights); (iv) any claims for damages arising out of any decision made or action taken or not taken in reliance on the Content; (v) any Content that you submit to, post on or transmit through the Software. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you. This indemnification obligation will survive the termination or expiration of this Agreement and the termination of the User's use of the Software.

12. Waiver

The use of the Software is made solely at the User's risk and the User hereby waives any and all claims and causes of action against the Company in connection with any loss or damage User may suffer as a result of, or in connection with any of the Software or the service or content provided therein, therewith or in connection thereto. THE USER SPECIFICALLY WAIVES ANY RIGHT TO RESOLVE ANY DISPUTE ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER PERSONS SIMILARLY SITUATED.

13. Termination

13.1 The Agreement shall be effective as of the day you installed the Software. Local Pass Gen or any third party designated by Local Pass Gen shall be entitled to terminate this Agreement at any time and for any reason (or for no reason) without any prior notice.

13.2 You may terminate your use of the Software at any time by uninstalling the Software. You agree that Company may terminate or suspend your access to the Software, with or without notice, in our sole discretion, at any time. Any failure to comply with this Agreement or the termination of this Agreement (whichever occurs first) will result in the automatic and immediate termination of the licenses granted herein. Upon termination of the license granted herein for any reason, User agrees to immediately cease the use of the Software, promptly destroy or have destroyed the Software and any copies thereof, and, upon request by Company, certify in writing that such destruction has taken place. Following the termination or cancellation of your access to the Software and/or your account, we reserve the right to delete all your data in the normal course of operations. The financial obligations incurred by the User before the termination of this Agreement shall survive any expiration or termination of the Agreement.

14. Governing law and jurisdiction

Your use of the Software is governed by and will be enforced under the laws of Israel without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in Israel. You agree that printed copies of any and all agreements and/or notices in electronic form are admissible in any legal or regulatory proceedings. Any such controversy, claim, suit, injury or damage shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any controversy, claim, suit, injury or damage of any other party. Company may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect its rights pending the completion of arbitration. IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE EULA INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF THE SOFTWARE, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

15. Severability

If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions.

16. Entire agreement

This Agreement, together with the Privacy Policy and Terms of Use referenced herein, represent the single and entire agreement applying to all Users of the Software, and supersede any prior representations and negotiations, if any; all other terms which are not expressly incorporated herein or are not included in the Terms are hereby revoked.

17. Customer service

If you have any comments or questions regarding this EULA or wish to report any violation of this EULA, you may contact us at support@localpassgen.com.