Terms and Conditions
Last Updated: July 29, 2024
END USER SOFTWARE LICENSE AGREEMENT
This End User License Agreement (the “Agreement”) contains the terms and conditions governing access to and use of all the Software and Services obtained from GilonUS INC (each, a “Solution”) by you and any entity or individual you represent or for whose computer you acquire the Solutions (“you”).
IMPORTANT- READ CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GILONUSUS INC AND ENFORCEABLE AGAINST YOU. BY OPENING AN ACCOUNT, CLICKING ON THE "ACCEPT" OR "ACTIVATE" BUTTON BELOW, DOWNLOADING OR USING ANY PART OF THE SERVICES OR OTHERWISE INDICATING ASSENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT INSTALL OR USE THE SERVICES OR ANY PART THEREOF. THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING AND AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF (THE “SUBJECT MATTER”) AND SUPERCEDES THE TERMS AND CONDITIONS OF ALL LICENSEE-GENERATED DOCUMENTS RELATING TO THE SUBJECT MATTER, INCLUDING, BUT NOT LIMITED TO, PURCHASE ORDERS, INVOICES AND ORDER AGREEMENTS (COLLECTIVELY, “LICENSEE-GENERATED DOCUMENTS”) TO THE EXTENT SUCH LICENSEE-GENERATED DOCUMENTS VARIES IN WHOLE OR IN PART THE TERMS HEREOF AND WHETHER OR NOT YOU BELIEVE THE COMPANY HAS ASSENTED TO THE TERMS OF SUCH LICENSEE-GENERATED DOCUMENT.
GILONUS INC may amend this Agreement, from time to time, in its sole discretion, and may waive, amend or modify any provision hereof (“Amendment”) or any right or remedy hereunder. No failure by the GILONUS INC to exercise, and no delay by the GILONUS INC in exercising, any right, power or remedy with respect to the obligations secured hereby shall operate as a waiver of any such right, power or remedy. The most updated version of this Agreement and any Amendments thereto will be available at GILONUS's website. Your continued use of, or decision not to seek a refund for, any Solution at any point at least 30 days after the date of the Amendment will constitute your acceptance of the amendment of this Agreement. GILONUS INC may require that you accept the Amendment of this Agreement to continue using Solutions you have previously purchased. If you decline to accept the amendment of this Agreement, GILONUS INC may terminate your use of the affected Solutions, but will refund the amounts you paid for the Solutions (prorated for the unexpired portion of the Subscription Period).
Please note that this Agreement comes in two parts. Sections 1 through 11 of this Agreement (the “General Terms”) apply to all Solutions, including those listed below. Section 12 sets out additional terms and conditions (“Special Terms”) that apply to specific Solutions. If there is a conflict between the General Terms and the Special Terms, the Special Terms will govern with respect to the Solution addressed by those Special Terms.
Acknowledge that:
If, while acquiring a Solution you provided GILONUS INC with an email address and that email address later changes, you must update your user profile to ensure that you receive notices about Subscription Period extensions and other important information about this Agreement and the Solutions. To the extent you purchased your license directly from GILONUS INC pursuant to a signed, written agreement, this requirement does not apply to you, or if applicable, your MSP Services customers.
GILONUS INC, subject to the Special Terms, may from time to time update any Solution or replace a Solution with another Solution with similar functionality without requesting or obtaining your separate consent, and your Device or certain Device functions may not be available to you while the Update is in process.
GENERAL TERMS
1. DEFINITIONS
Affiliate means, with respect to GILONUS INC, an entity controlling, controlled by or under common control with the GILONUS INC. “Control”, as used in this section, means ownership of more than 50% of the outstanding voting interest of the applicable entity.
Applicable Conditions, with respect to any Solution, means the Subscription Period for the Solution, whether the Subscription Period automatically extends, the number and type of Devices for which the Solution is authorized, and other similar terms governing use of that Solution. The Applicable Conditions are specified (i) on the checkout payment page if you obtain the Solution over the Internet, or by other electronic means, or (ii) on the package if you acquired the Solution on CD or another physical medium. (iii) From an authorized reseller or affiliate.
Authorized Purposes means with respect to other Solutions, internal commercial use, and in each case not for resale or other exploitation for the benefit of a third party.
GILONUS means GILONUS INC. a company formed under the laws of Delaware, USA.
Device means any personal computer running on an operating system supported by GILONUS as specified in the Applicable Conditions and in the Technical Specifications in respect of the Solution.
Initial Subscription, for each Solution, means the period beginning on the date you obtain the Solution and continuing for the term specified by the Applicable Conditions.
Managed Services (or MSP Services) means remote Device monitoring and management services you provide to your customer, including GILONUS Services you have agreed to provide to such customer pursuant to an agreement between you and such customer.
Service means a Solution comprising services delivered online.
Software means a Solution comprising software intended to be used online and/or installed on a Device and shall include any Updates.
Solution has the meaning set forth in the preamble.
Subscription Period, with respect to each Solution, means the Initial Subscription together with all Extension Periods.
Technical Specifications means the technical documentation applicable to the relevant Software, available at https://www.GilonUS.com as updated from time to time.
Third Party Materials means software, services, websites, offers and promotions or products provided by any third party and governed by Third Party Terms and Conditions.
Third Party Terms and Conditions means any license agreements, terms of use, terms of service, privacy policies and other conditions established by third parties governing access to or use of Third-Party Materials.
Update means content or code GILONUS deploys to update a Solution including but not limited to new releases or versions of Software, or any other available update provided by GILONUS from time to time in connection with a Solution.
2. LICENSE GRANT - GENERAL
2.1 Grant of License. GILONUS, subject to the terms and conditions of this Agreement, hereby grants you a non-exclusive and non-transferable license to use each Solution you purchase or otherwise properly acquire, in each case during the applicable Subscription Period for Authorized Purposes in accordance with the Applicable Conditions and Technical Specifications. The Subscription Period for Free Solutions continues indefinitely, without the need for extensions, until you or GILONUS terminates it in accordance with this Agreement.
2.2 Limitations.
2.2.1 General. You will not, and will not permit any third party to, (i) use any license or other authorization number supplied by GILONUS in connection with any Solution on more than the number of Devices specified by the Applicable Conditions, (ii) disclose any license or authorization number to any party other than GILONUS or GILONUS designated representatives, (iii) except as expressly authorized by law, (A) reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract any Solution or any portion of the Solution, or (B) change, modify or otherwise alter any Solution , (iv) publish, resell, distribute, broadcast, transmit, communicate, transfer, pledge, rent, share or sublicense any Solution, (v) grant any third party access to or use of any Solution on a service bureau, timesharing, subscription service or application service provider or other similar basis, (vi) test or benchmark, or disclose or publish testing or benchmark results, for any GILONUS Solution without GILONUS’s prior written consent (which you may request at http://www.GilonUS.com), or (vii) defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing controls on the installation or use of copies of any Solution.
2.2.2 Software. In addition to the limitations established by Section 2.2.1, you will not (i) copy Software or data for any purpose other than, as reasonably necessary to use the same as contemplated by this Agreement, and to preserve 1 uninstalled/off-line copy for disaster recovery purposes; (ii) install or use the Software on any operating system not supported by GILONUS as reflected in the Technical Specifications, or (iii) remove any copyright, trademark or other proprietary notices from the Software.
2.2.3 Administrator Rights. Certain Solutions grant you or another user administrative privileges that, among other things, may allow the administrator to monitor other Devices and/or the status of Solutions deployed on other Devices, including for example subscription status, Solution notifications and messages. You represent and warrant that you will exercise administrator privileges only with respect to Devices and Solutions for which you are authorized and for no other purpose. You also represent and warrant that you have the authority to accept this Agreement on behalf of owners and users of those administered Devices, and hereby accept this Agreement on their behalf.
2.2.4 Warning. IF YOU USE ANY SOLUTION FOR PURPOSES OR IN A MANNER NOT EXPRESSLY AUTHORIZED BY THIS AGREEMENT, YOU ARE COMMITTING A MATERIAL BREACH OF THIS AGREEMENT AND MAY VIOLATE APPLICABLE COPYRIGHT LAWS, AND ALL WARRANTIES PROVIDED BY GILONUS FOR THE PRODUCT WILL TERMINATE IMMEDIATELY FOLLOWING YOUR BREACH.
2.3 Third Party Fees. You may incur access fees or data or usage fees from third parties (such as your Internet provider or mobile carrier) in connection with your use of a Solution.
2.4 Updates. GILONUS, from time to time during the Subscription Period and, without your separate permission or consent, may deploy Updates for any Solution, and you may not be able to use the applicable Solution or Device (or certain functions of the Device) until the Update is fully installed. Updates will be deemed a part of the Solution for all purposes under this Agreement. Updates may include both additions to and removals of functionality offered by a Solution or may replace it entirely, and the content and functionality of such updates is at the sole discretion of GILONUS. GILONUS may stop providing support for a Solution until you have accepted and installed all Updates. GILONUS will determine when and if Updates are appropriate and has no obligation to make any Updates available to you. GILONUS in its sole discretion may stop providing Updates for any version of the Solution other than the most current version, or Updates supporting use of the Solution in connection with any versions of operating systems, email programs, browser programs and other software with which the Solution is designed to operate.
2.5 Conflicting Functionality and Uninstallation. Certain Software, during its installation, may disable existing functionality, such as a firewall, and replace it with functionality provided with the Solution. If you uninstall the Solution, you may be prompted to activate other software. GILONUS strongly advises you to activate such other software as prompted once the Solution has been uninstalled. Some third-party applications, such as anti-virus products, may not allow the Solutions to install or run correctly. If you choose to ignore the warnings provided during the installation of the Solution, such Solutions may not function properly, and notwithstanding anything to the contrary in this Agreement, GILONUS disclaims all warranties and liability with respect to such Solutions. Additionally, GILONUS does not support third-party applications which provide uninstallation functionality for our Solutions as they may cause further problems for the end user. Should you choose to use such third-party uninstallers, notwithstanding anything to the contrary in this Agreement, GILONUS disclaims any and all warranties and liability with respect to such Solutions.
2.5.1 User Comments. GILONUS welcomes your comments concerning Solutions, including notice that you have experienced a failure, error or other malfunction, and suggestions for additional or different features and functions. Please send us your comments and suggestions using the web contact us form located at http://www.GilonUS.com. GILONUS accepts no obligation to respond or act on any such comments or suggestions and this invitation to comment does not constitute any admission of liability or product failure of a Solution, but you grant GILONUS a perpetual, irrevocable, transferrable, sublicensable, fully paid-up, royalty-free, worldwide right and license under your intellectual property rights (if any) to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), modify, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise exploit in any manner whatsoever your comments and suggestions in any Solution and other products and services.
2.6 User Content. Certain Solutions may enable you to publish or share with others content you have generated or obtained from other sources (“User Content”). You retain any and all intellectual property rights you already hold under applicable law in User Content you publish or share through the Solution, subject to the rights, licenses, and other terms of this Agreement, including any underlying rights of others in any User Content that you may use or modify. You grant to GILONUS, a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), modify, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise exploit in any manner whatsoever, all or any portion of the User Content you publish or share through a Solution (and derivative works thereof), solely for the purpose of providing the Solutions to you under this Agreement. Each time you publish or share any User Content, you represent and warrant that you are at least the age of majority in the state in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User Content you publish or share, and that, in regard to that User Content, (a) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to publish or share the User Content and grant GILONUS the right to use it as described in this Section, all without any GILONUS obligation to obtain consent of any third party and without creating any obligation or liability of GILONUS; (b) the User Content is accurate; (c) the User Content does not and, as to GILONUS’s permitted uses and exploitation set forth in this Agreement, will not infringe any intellectual property or other right of any third party; and (d) the User Content will not violate this Agreement or cause injury or harm to any person.
3. SUBSCRIPTION EXTENSIONS - TERMINATION
To the extent you purchased your license directly from GILONUS under a signed, written agreement or from a GILONUS business partner you are paying directly for your Solution, this provision may not apply to you. Please refer to your written agreement for subscription periods and renewals information.
3.1 Subscription Extensions. At the end of any Subscription Period, your subscription may extend for successive time periods (each, an “Extension Period”) in accordance with this Section 3.1.
3.1.1 Automatic Extensions. If, under the Applicable Conditions for a given Solution, the Subscription Period automatically extends for an additional month, year or a similar consecutive period, GILONUS may provide you with a notice that includes instructions on how to cancel your subscription at the end of the current Subscription Period and how to request a refund for cancellation requests within 30 days of the start of a new Subscription Period. You may cancel your subscription at the end of the Subscription Period by following the instructions in the notice. You may also cancel your subscription during the Subscription Period at any time by visiting https://www.GilonUS.com. Canceling your subscription will stop recurring fees going forward, but will not retroactively refund current payments, and you will retain access to your paid-for Solutions until the end of the then-current Subscription Period. If you do not cancel the subscription, GILONUS will charge your credit card or debit card within a reasonable time prior to the end of the then-current Subscription Period for the then-current extension fee (which may be higher than the price you initially paid) and, on receipt of payment, will extend the Subscription Period for the applicable Extension Period.
3.1.2 Manual Extensions. If, under the Applicable Conditions, the Subscription Period does not automatically extend, GILONUS may (but is not required to) notify you prior to the conclusion of the Subscription Period that your Subscription Period is due to expire and may offer you the opportunity to extend the Subscription Period at GILONUS’s then-current price (which may be higher than the price you initially paid). You may accept the offer by following the instructions set forth in the notice, in which case the Subscription Period will extend for the period you select.
3.3 Payment Information. To ensure your use of a Solution is not interrupted, GILONUS may participate in recurring billing programs or account updated services. If your Subscription Period automatically extends and GILONUS is unable to charge the credit card or debit card GILONUS has on file for you, GILONUS at its option may obtain an updated card number, expiration date or other updated payment information from your bank or another source, or your card issuer may automatically charge your card without notifying GILONUS or you.
3.4 Termination. GILONUS, in addition to such other rights as may be available at law, in equity or otherwise, may terminate your license to any or all Solutions without liability (i) for convenience on five (5) days’ prior notice, provided that GILONUS, in its sole discretion, shall for paid Solutions, either (a) refund to you the fees you paid to GILONUS in respect of the unexpired portion of the applicable Subscription Period, pro-rated over the applicable Subscription Period, or (b) grant a license for a substantially similar product for the remainder of the Subscription Period, or (ii) for cause at any time without notice if you commit a breach of this Agreement.
3.5 Effect of Termination. On the expiration of the applicable Subscription Period for any relevant Solution or termination of the Subscription Period for any relevant Solution or this Agreement, you shall cease using the relevant Solutions, GILONUS may cease making Updates available to you, and the relevant Solution may cease functioning. Sections 1, 2.5.1, 2.6, 4, 5, 6, 7, 8, 9, 10, 11 and 12 will survive the expiration or termination of this Agreement.
4. This section has been deleted
5. OWNERSHIP
5.1 GILONUS reserves all rights in the Solutions not expressly granted by this Agreement. All copyrights, trademarks and other conceivable intellectual property rights in and to the Solution (including, but not limited to, kinds of data in our taxonomies and other data files, images appearing in the Solution and screen displays as well as any and all documentation relating to the Solution) are owned by GILONUS or its licensors, and are protected by United States and foreign copyright laws, international treaties and other applicable laws. Any copy of a Solution you are permitted to create pursuant to this Agreement must contain the entire copyright notice and other notices included with the original copy of the Solution.
5.2 Any trade names, trademarks, service marks, logos, domain names or other distinctive brand features used with, on or relating to any third-party products or services including Third Party Materials available on or through a Solution are the property of the third party providers or their respective licensors.
6. WARRANTIES
6.1 General. Except as provided by Section 6.2, GILONUS represents with respect to each Solution that, on delivery of the Solution and for a period of thirty (30) days thereafter (i) the medium (if any) on which the Solution is delivered will be free of material defects, and (ii) subject to Section 6.3, the Solution will conform to the description, if any, set forth in the Applicable Conditions and/or the Technical Specifications. The foregoing warranty applies only to the Solution as originally delivered and does not apply to Updates or defects caused by the combination, operation or use of the Solution with software, hardware or other materials not provided by GILONUS, or by Devices, software, or other materials that do not conform to GILONUS requirements set forth in the Technical Specifications. Your sole and exclusive remedy for breach of the warranty in this Section 6.1 is replacement of the defective media or Solution or, at GILONUS’s option, return of the Solution for a full refund. To exercise your rights under this Section 6.1, you must uninstall and destroy all copies of the Solution you may have made (including all archival copies), and follow the instructions at https://www.GilonUS.com.
6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED BY SECTION 6.1 OF THIS AGREEMENT, GILONUS PROVIDES EACH SOLUTION ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS, AND GILONUS AND ITS AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, DISTRIBUTORS, RESELLERS, WIRELESS CARRIERS OVER WHOSE NETWORK THE SOLUTION IS PROVIDED, OR OTHER BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES, VENDORS, AGENTS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE SOLUTIONS, MEDIA AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, WHETHER GIVEN BY ANY THIRD PARTY LICENSORS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY OR CONDITION OF NONINFRINGEMENT. GILONUS DOES NOT WARRANT THAT THE OPERATION OF THE SOLUTIONS WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE SOLUTIONS WILL WORK PROPERLY ON ANY GIVEN DEVICE OR WITH ANY PARTICULAR CONFIGURATION OF HARDWARE AND/OR SOFTWARE, OR THAT THE SOLUTIONS WILL PROVIDE COMPLETE PROTECTION FOR THE INTEGRITY OF SELECTED DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. Some jurisdictions do not allow limitations on certain warranties, so the above limitations may not apply to you. You may have other rights that vary from jurisdiction to jurisdiction.
6.3 Hazardous Environments. Solutions are not designed or licensed for use in hazardous environments, including without limitation operation of nuclear facilities, aircraft navigation systems, aircraft communication systems, air traffic control, life support or weapons systems and any other environment in which bodily injury or death could result from failure of or inability to use any Solution. Without limiting the provisions of Sections 6.2 and 6.3 of this Agreement, GILONUS and its licensors hereby disclaim any express or implied warranties of fitness for such purposes or uses.
7. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GILONUS OR ITS AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, DISTRIBUTORS, RESELLERS, WIRELESS CARRIERS OVER WHOSE NETWORK THE SOLUTION IS PROVIDED OR OTHER BUSINESS PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY, OR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) INCURRED FOR LOSS OF BUSINESS, PROFITS OR REVENUE, LOSS OF PRIVACY, LOSS OF USE OF ANY DEVICE OR SOLUTION INCLUDING THE SOLUTION, COSTS OF PROCURING SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT OR THE SOLUTION PROVIDED HEREUNDER, EVEN IF GILONUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GILONUS WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION, INADVERTENT DISCLOSURE OR LOSS OF DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED BY OR IN CONNECTION WITH A SOLUTION REGARDLESS OF THE CAUSE. IN NO EVENT SHALL GILONUS’S LIABILITY RELATED TO ANY SOLUTION EXCEED THE FEES YOU ACTUALLY PAID DURING THE SIX MONTHS PERIOD PRIOR TO SUCH EVENT.
8. INDEMNIFICATION
YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS GILONUS, ITS AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, DISTRIBUTORS, RESELLERS AND OTHER BUSINESS PARTNERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM YOUR USE OF THE SOLUTION OR ANY VIOLATION OF THIS AGREEMENT BY YOU, INCLUDING BUT NOT LIMITED TO ANY BREACH OR ALLEGED BREACH OF ANY OF YOUR REPRESENTATIONS, WARRANTIES, OBLIGATIONS OR UNDERTAKINGS HEREUNDER. GILONUS RESERVES THE RIGHT TO ASSUME, AT ITS SOLE EXPENSE, THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH GILONUS IN ASSERTING ANY AVAILABLE DEFENSES.
9. SECURITY
9.1 Registration Information. In order to activate any Solution, you, or a third party you have authorized to do so on your behalf, may be required to register with GILONUS over the Internet or by telephone. As a material condition for GILONUS to grant the licenses and provide the Services contemplated by this Agreement, you represent that the registration information you or the authorized third party provide to GILONUS (including your e-mail address in particular) is accurate and complete as of the date you register and you will keep it up to date when and if any changes are made and, NOTWITHSTANDING ANY PROVISION OF THE GILONUS PRIVACY POLICY, YOU CONSENT DURING THE TERM OF THIS AGREEMENT AND FOR 1 YEAR THEREAFTER (OR FOR AS LONG AS PERMITTED BY APPLICABLE LAW) TO (i) GILONUS’S SHARING YOUR CONTACT INFORMATION WITH ITS AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, DISTRIBUTORS, RESELLERS AND OTHER BUSINESS PARTNERS, AND (ii) USE OF THAT CONTACT INFORMATION BY GILONUS, ITS AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, DISTRIBUTORS, RESELLERS AND OTHER BUSINESS PARTNERS TO PRESENT YOU WITH INFORMATION THAT MIGHT BE RELEVANT TO YOU, INCLUDING OFFERS OF SOFTWARE, SERVICES AND OTHER PRODUCTS. For more details on registration information, please visit our Privacy Policy. You can manage your preferences for GilonUS.com/ and for other Solutions at our website.
10. USE OF DATA
By agreeing to this End User License Agreement (EULA), you grant GilonUS the right to collect, use, and analyze data provided by you or generated through your use of our services. This data will be utilized solely for the purposes of research, development, and improvement of our products and services. We are committed to protecting your privacy and ensuring the data is handled in compliance with applicable laws and regulations. Your data will be anonymized wherever possible to protect your identity and personal information.
11. MISCELLANEOUS
11.1 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the New York, NY, USA even if, under the rules relating to the conflict of laws which apply in New York it could be held that another law governs. Exclusive jurisdiction with respect to any matter arising from or related to this Agreement shall rest with the competent courts in Tel Aviv - Jaffa, only; however, CYREGIC shall retain the right to institute proceedings including interlocutory and/or injunctive relief in any other territory.
11.2 In the event of a Dispute, you must provide GILONUS with a notice of dispute, which is a written statement of the name, address and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute by filling the contact us form on our website (stating Subject: Section 11.2 Notice of Dispute Under EULA).
11.3 Interpretation. The headings in this Agreement do not affect its interpretation. The use of any gender includes all genders. The singular includes the plural and vice-versa. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
11.4 Severability. Should any provisions of this Agreement be deemed illegal, invalid or unenforceable under any applicable laws and regulations, all other provisions of this Agreement shall remain in full force and effect.
11.5 Impossibility. GILONUS shall be not liable for any failure or delay in performance due in whole or in part to any cause beyond its reasonable control, including but not limited to utility or transmission failures, failure of phone lines or phone equipment, power failure, strikes or other labor disturbances (including without limitation a strike or other labor disturbance arising in respect of GILONUS and its Affiliates, agents, licensors, representatives, suppliers, distributors, resellers and other business partners ), acts of war or terror, floods, sabotage, fire, natural or other disasters or Acts of God.
11.6 Waiver. The failure of either party to insist on the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance with the Agreement, and the terms, conditions and provisions of this Agreement shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. The waiver by either party of a breach of any provision of this Agreement by the other party shall not be construed as a continuing waiver of such breach or as a waiver of other breaches of the same or of other provisions of this Agreement.
11.7 Assignment. You may not assign your rights or obligations under this Agreement without the prior written consent of GILONUS. GILONUS may assign this Agreement at any time in its sole discretion without any prior written consent by you.
11.8 Construction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. In the event that an ambiguity or question of intent or interpretation arises, in any judicial proceeding or otherwise, the terms of this Agreement shall be construed as having been drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
11.9 U.S. Government License. Any Solution provided to the U.S. Government is provided with the commercial license rights and restrictions described elsewhere herein. GILONUS reserves all unpublished rights under the United States copyright laws.
11.10 Complete Agreement. This Agreement, including its Applicable Conditions, Technical Specifications, Privacy Policy and other documents referred to in this Agreement, constitutes the complete Agreement between the parties and supersedes all previous communications and representations or agreements, either oral or written, with respect to the subject matter hereof.
11.11 No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of you and GILONUS and/or its Affiliates, and their respective agents, licensors, representatives, suppliers, distributors, resellers and other business partners. Other than as provided in Section 12.5.3(b)(vi), no person not a party to this Agreement may bring a cause of action pursuant to this Agreement as a third-party beneficiary hereof.
11.12 Language. This Agreement was originally prepared in the English language. Although GILONUS may provide one or more translations for your convenience, the English version will control in the case of any conflict or discrepancy.
11.13 Internet connection. Certain Solutions may require an active and stable connection to the Internet to function. It is therefore your responsibility to ensure that you always have an active and stable Internet connection.
11.14 Contact Information. GILONUS may be contacted at support@GilonUS.com for any questions, complaints or claims.
11.15 Force Majeure. GILONUS shall not be liable under this Agreement by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrections, fires, floods, storms, explosions, acts of nature, acts of terrorism, war, governmental action, labor conditions, earthquakes, material shortages or any other cause that is beyond the reasonable control of the GILONUS.
11.16 Full Power. You warrant that You have full power to enter and perform this Agreement, and the person signing this Agreement on Your behalf has been duly authorized and empowered to enter into this Agreement.
11.17 Interpretation, Absence of Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction of interpretation against the Party drafting or causing any instrument to be drafted.
12. SPECIAL TERMS
The following Special Terms apply to certain Solutions. In the event of a conflict between these Special Terms and the remainder of the Agreement, these Special Terms will govern with respect to the applicable Solutions.
12.1. GILONUS Professional Support. The terms of this Section 12.1 apply to Installation Help, Usage Help and other services we market as Professional Support, in each case that you order through www.GilonUS.com (“Professional Support”).
12.1.1. GILONUS Obligations. GILONUS will make commercially reasonable efforts to perform the Professional Support services you purchase. If your Device and network meet the requirements of this Section 12.1 and you have otherwise fulfilled the responsibilities assigned to you by this Section 12.1, and GILONUS nevertheless fails to complete a Professional Support service to your reasonable satisfaction, GILONUS, as its sole obligation and your sole and exclusive remedy, will refund the fee you paid for the applicable Professional Support service. The fees you pay for Personal Support are otherwise nonrefundable. Without limiting Section 6.3, GILONUS DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES THAT ANY PERSONAL-Professional SUPPORT SERVICE WILL RESOLVE THE ISSUES FOR WHICH YOU PURCHASED THE SERVICE OR OTHERWISE BE SATISFACTORY TO YOU.
12.1.2. Limitations on Professional Support.
(a) Redemption Period. You must use any (a) one-time Personal Support within thirty (30) calendar days from your date of purchase of said one time service and (b) subscription Professional Support during the applicable Subscription Period (as applicable, the “Redemption Period”). Your right to receive Professional Support expires at the end of the Redemption Period unless you make an additional purchase.
(b) System Requirements. Professional Support is available only for Devices and networks meeting the Technical Specifications. If your Device or network does not meet the applicable specifications, GILONUS may not be able to provide the Professional Support you purchase.
(c) Scope of Services.
(i) Professional Support is limited to the services expressly described by the applicable description then-currently posted at www.GilonUS.com. Please read the description carefully, even if you have used Professional Support before, because GILONUS reserves the right to change the services and features at any time by posting a revised description at www.GilonUS.com. If GILONUS, while providing Professional Support, determines that your issue is beyond the scope of Professional Support, it will make commercially reasonable efforts to describe the nature of the issue so you can seek appropriate assistance.
(ii) In addition, Professional Support subscriptions designed to provide you with a reasonable amount of support during the Subscription Period for the Devices specified by the Applicable Conditions. GILONUS may terminate or suspend your subscription without notice and with no obligation to refund the applicable fees if, in GILONUS’s sole discretion, it determines that (A) you are breaching this Agreement or abusing Professional Support by requesting services (1) beyond those reasonably expected from someone using a subscription-based plan in accordance with the Applicable Conditions, (2) for any Device not specified by the Applicable Conditions, or (3) for software or services that you have not properly licensed, or (B) someone other than you is attempting to use your Professional Support for his or her own benefit.
12.1.3. Your Obligations.
(a) Preparation. Before you request Professional Support, you must (i) confirm that you have sufficient administrative privileges for the applicable Devices to permit GILONUS to remove and install software, change Device settings, and otherwise configure the Devices and network to receive and implement Professional Support, (ii) download or copy the applicable Software to your Device, (iii) confirm that the applicable Devices are connected to the Internet using a connection meeting the technical requirements specified at http://www.GilonUS.com/technical-specifications. You must also create a complete back-up of all data on the Device, because GILONUS DISCLAIMS ANY ALL LIABILITY FOR AND RESPONSIBILITIES WITH RESPECT TO THE LOSS, CORRUPTION OR RECOVERY OF DATA, PROGRAMS, USER SETTINGS AND OTHER MATERIALS AND FUNCTIONALITY AFFECTED BY THE PROFESSIONAL SERVICES, INCLUDING LOSS OR CORRUPTION CAUSED BY GILONUS’S GROSS NEGLIGENCE OR RECKLESSNESS.
​b) Passwords. GILONUS strongly advises that, once a Support session is complete, you change any password you disclosed to GILONUS during the session.
(c) GILONUS may use third party contractors to deliver parts or the whole of Professional Support to you. You hereby acknowledge that such third parties have their own privacy policies which govern use of their websites and/or services.