This License Agreement (the “Agreement“) is an agreement between NetNut Ltd. (“NetNut”) and you or the entity you represent (“Customer“ or “you”). This Agreement takes effect when you sign NetNut Service Order or when you access or use any component of NetNut System, as applicable (the “Effective Date“).
NetNut offers a service which enables browsing the internet by redirecting users’ communication through NetNut and its Network Partners point of presence around the world (the “System“). By Signing the Service Order the Customer acknowledge that it wishes to utilize the System for certain purposes relating to its business operation (the “Purpose“).
We reserve the right to modify and update this Agreement at our sole discretion, at any time, for any or no reason, and without notice or liability, as indicated below. We also reserve the right to modify, update, or discontinue the operation of the System at our sole discretion, at any time, for any or no reason, and without notice or liability. All users of the System are obliged to ensure that they are familiar with the most current wording of this Agreement. You agree to review this Agreement each time you use the System, since you agree to be bound by it each time you use or access the System. Each update of this Agreement comes into force as of the moment when it is published as indicated above. You understand and agree that any continued use and access of the System after any updates to this Agreement are made, means that you voluntarily agree to be bound by the updated Agreement.
1. Grant of License
1.1 During the term of this Agreement NetNut grants the Customer a limited license (with no right to sublicense, unless confirmed in writing) to access and use the System for the Purpose.
1.2 NetNut reserves any and all rights not expressly granted in this Agreement, including, without limitation, any and all rights to the System.
2. Warranties, Representations and Undertaking by the Customer
The Customer warrants, represents and covenants to NetNut that it shall:
2.1 Not use the System intentionally in violation of applicable law or regulations or any third-party rights (including intellectual property rights), or for governmental uses.
2.2 Not use the license to the System granted herein to: (i) distribute cracking, warez, ROM, virus, adware, worms, trojan horses, malware, spyware or any other similar malicious activities and products or any other computer code, files or programs designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any computer software, hardware, network or telecommunications equipment; (ii) cause any network resource to be unavailable to its intended users, including, without limitation, via “Denial-of-Service (DoS)” or “Distributed Denial-of-Service (DDoS)” attack; (iii) distribute any unlawful content or encourage any unlawful activity; or (iv) cause any damage or service disruption to any third party computers or service.
2.3 NetNut’s services allow you to access third party data, content and resources. Anything that you may access with the assistance of the System is referred to as the “Third-Party Content”. Customer is solely responsible for any Third-Party Content you access, use, record, save and retain using the System and Customer undertakes not violate any restrictions applicable to/by the property, persons and entities where such content originates, regardless if any such restrictions are posted or not. As a condition to your use of the System, you agree that your use of the System will not infringe any applicable laws or third-party rights, including privacy and intellectual property rights. You may be subject to civil, administrative, and criminal penalties, including without limitation monetary damages, if you engage in the unlawful activity, or otherwise violate this Agreement, or infringe any third party’s legal rights.
2.4 To the fullest extent permissible under applicable law, you agree to release, defend, indemnify and hold NetNut, its affiliates and agents, and their respective officers, directors, managers, partners, employees, agents and contractors harmless from and against any and all claims, costs, demands or expenses, including attorneys’ fees, arising from (i) any distribution, publication, refusal to publish, removal, deletion, movement, editing or other use of any Third Party Content, including but not limited to any claims that such Third Party Content is unlawful or violates the intellectual property or other rights of third persons, (ii) your use of the System or any reliance on its proprietary features, functionality, interfaces and working, or (iii) your violation or breach of this Agreement.
3. Payment and Consideration
3.1 Subscriptions to the NetNut’s services may be made available in free or paid versions and/or in different service levels. Not all of the features and functionality of our services may be available in each version or service level. The features and functionality of each version or service level may be changed from time to time at NetNut’s discretion.
3.2 NetNut’s services may be made available on a free-trial basis, at NetNut’s sole discretion, for up to seven (7) calendar days. If you register to use a NetNut service on a free-trial basis, then, upon the expiration of the trial period, the account will be automatically closed and you will not be able to use the service and/or System. To regain access to the service and System you will be required to register to use a paid version of NetNut’s services.
3.3 Know-Your-Customer: You are required to provide NetNut with all necessary co-operation in relation to this Agreement and all necessary information as may be required by NetNut for your account, including personal and access related information as well as payment information, in each case, to enable NetNut to provide the requested service and to allow your use of the System. You assume full responsibility that such information is current, complete and accurate. You warrant that information that you provide to us will be truthful, accurate, and complete, and that you are authorized to provide such information. You authorize us to verify your information at our own discretion and at any time.
3.4 If your billing information and payment source is invalid, if charges billed to you are declined or not paid or if you fail to pay charges for a paid version of NetNut’s services when due, your account may be downgraded, suspended or cancelled, at NetNut’s discretion.
3.5 Following a free trial period, if applicable, Customer who wishes to continue using the System will enter a valid payment method as a condition for further use or access to the Service, at the consideration stated in the NetNut Web site.
3.6 Prices for the NetNut services are stated on NetNut’s website and may change from time to time at NetNut’s sole discretion. Prices are net of any withholding or other taxes and the Customer shall be responsible for payment of all such applicable taxes, levies, or duties.
NetNut in its sole discretion and at any time, may suspend Customer right to access or use the System immediately upon notice to Customer if NetNut determines that:
(a) Customer use of or registration for the Service (i) poses a security risk to the System or any third party, (ii) may adversely impact the System , NetNut Network Partners or any other NetNut customer, including by way of causing any user to be blocked from certain websites, networks or services, (iii) may subject NetNut, our affiliates, or any third party to liability, or is in breach under any applicable laws or regulations, (iv) may be fraudulent; or (vi) is in breach of any of the terms stipulated in this Agreement; (vii) may infringe any third party rights or applicable laws, or
(b) Customer is in breach of this Agreement, including if Customer is violating its payment obligations.
5. Disclosure of Information
NetNut shall have the right, but not the obligation, to monitor Customer’s use of the System for billing purposes and to verify no misuse or network abuse. NetNut may share the Customer’s relevant information with any authority in case of a complaint, lawsuit or demand, if NetNut determines that it is necessary to comply with law, regulation, subpoena or court order.
6. Term and Termination
6.1 This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
6.2 Either party shall have the right to terminate this Agreement immediately at any time by providing the other party an advance written notice. The agreement will terminate at the end of the calendar month at which the written notice was received, without the party incurring any liability towards the other party.
NetNut shall be entitled to terminate this Agreement immediately by written notice to the Customer if (a) any act or omission by Customer results in a suspension; (b) the Customer does not comply with any representation or warranty found in this Agreement; (c) the Customer engages in any action or activity that, in NetNut’s sole discretion, places NetNut at risk under any applicable laws or regulations. NetNut shall not be liable to the Customer or any third party for the termination of this Agreement.
6.3 Upon termination, any outstanding Consideration amounts shall immediately become due and payable, the license granted herein shall be terminated and the Customer shall immediately stop using the System.
7. Disclaimer of Warranties
7.1 NetNut is providing the use of the System on “as is” and “as available|” basis and it expressly disclaims any and all representations and warranties, whether express or implied to the condition, value or quality of the system, including, without limitation, any warranties of merchantability, suitability or fitness for a particular purpose, non-infringement, security, accuracy, absence of viruses or any defect therein, warranties arising from a course of dealing, usage or trade practice. NetNut further expressly disclaims any representations or warranties that the use of the system will be continuous, uninterrupted or error-free, or that any information contained therein will be accurate or complete.
7.2 Customer assumes all risk for use of the System and you are completely responsible for taking all legal, safety and security precautions for the use thereof. NetNut, its affiliates and agents, and their respective officers, directors, managers, partners, shareholders, members, employees, agents, and contractors shall in no event be liable for any incidental, indirect, consequential, special, incidental, exemplary or punitive damages or losses, including but not limited to damages or losses for loss of use, lost data, failure of security mechanisms, interruption of business or lost profits, whether resulting from or caused by the System, this Agreement or otherwise (including, without limitation, damages resulting from negligence), even if we have been advised of the possibility of such damages. in no event shall NetNut be held responsible or liable to you for the conduct of third parties. Our aggregate liability arising out of this Agreement will not exceed one hundred and fifty USD ($150). In any case, our liability will be limited to the fullest extent permitted by applicable law.
8.1 This Agreement, NetNut’s website, the System and any dispute arising in connection thereof shall be governed and construed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the parties.
8.2 If any provision of this Agreement will be held unenforceable by a court of competent jurisdiction, then such provision will be modified to reflect the parties’ intention and the remaining provisions will remain in full force and effect.
8.3NetNut may assign this Agreement at any time to the successor in interest in connection with a merger, consolidation, corporate reorganization or for any or no reason, at its sole discretion.
8.4 Customers may contact NetNut by email email@example.com