Complitly End User License Agreement



End User License Agreement
By downloading, installing or using the Software ("Software") or any portion thereof, you agree to the terms and conditions of this End-User License Agreement (“Terms”). THIS IS A LICENSE AGREEMENT BETWEEN YOU AND Complitly ("Complitly "). PLEASE READ CAREFULLY AND ACCEPT THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT BEFORE INSTALLING THE SOFTWARE. BY CLICKING THE "YES" BUTTON (OR ANY SIMILAR BUTTON WHICH INDICATE YOUR CONSENT TO THESE TERMS), YOU AGREE TO BE BOUND BY THESE TERMS. YOU WILL NOT BE ABLE TO INSTALL THE SOFTWARE UNTIL YOU HAVE ACCEPTED THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE EXIT THE INSTALLATION PROCESS. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW. THESE TERMS CONSTITUTE THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN YOU, OR THE COMPANY ON WHO'S BEHALF YOU ARE INSTALLING THE SOFTWARE ("YOU") AND Complitly, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THESE TERMS.

1. General

Complitly provides Browser and Application add ons ("Add Ons") that enables users to receive website information and search and browsing enhancement, such as search autocomplete.
Add Ons may be syndicated by a Publisher that has contractually committed to: (1) abide by Complitly 's Terms of Service including strict privacy and safety policies and (2) to protect your rights as a user of the Software.

Uninstall - You may uninstall the Software at any time and with no limitations, using the standard uninstall procedures as offered with your computer's Operating System or your Internet Browser. For example:
To uninstall an Add Ons from your Internet Explorer do as follows: Open your computer's Control Panel then select "Add or Remove Programs", Find " Add Ons" in the list of installed applications and click on it, Click on the "Change/Remove" button. To uninstall an Add Ons from your Firefox browser do as follows: Open Firefox and click on the "Tools" menu, Select "Extensions", Find " Add On" in the list of installed extensions and click on it, Click on the "Uninstall" button.
To uninstall an Add Ons from your Chrome browser do as follows: Open the Customize and control menu and browse to Extensions, in the Extensions menu folder scroll down to Applications, find " Add On" and click on “uninstall”.

For other examples please refer to the standard uninstall procedures offered with your computer's Operating System or your Internet Browser.
Should you require technical support please review our FAQ located at http://www.Complitly.com/FAQ.aspx or contact Customer Support by email at support@ Complitly.com.

2. Definitions:

"Publisher" means an individual or entity that creates an application that integrates with Add Ons. Such Publisher can make the Application available for download on any domain and/or web site owned and/or operated by such Publisher or by a third party licensed by Publisher. The Application is used by an internet user, such as You, who can download and install the Application created by the Publisher.

"Application" means an application that was adapted to integrate with the Add Ons by a Publisher and may include different features, including (but not limited to): menus, labels, links, images, tooltips, gadgets, web content, radio, multimedia, detection of content/Applications, alerts, hosted web pages related to the Application, personalized pages, remote software updates, etc.

“Third-Party Content” means any, elements, components, technology or other types of content provided by third parties and available for your use in connection with the Application.

3. License

The license applies to versions of the Software that are offered on any supported Operating System and integrated in any compatible Internet Browsers including (but not limited to): Internet Explorer, Firefox and other supported Internet Browsers.

Complitly hereby grants to You a limited personal, non-exclusive, non-sublicensable, non-assignable, royalty-free license to download, install and use the Software solely for personal, non-commercial purposes in order to enhance Your Internet browsing experience by being provided with relevant information, content and references displayed at Your internet browser and/or desktop and/or other applicable locations.

These Terms will also govern any Software upgrades provided by Complitly, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.

4. Ownership

All rights to and in the Software (including all documentation, translations, enhancements, improvements or other modifications made to or derived from the Software), including, but not limited to, copyrights, patents, trademarks, trade secret rights and any other applicable intellectual property right, shall belong to Complitly or to its licensors as may be applicable. The license to the Software hereunder does not grant you any right to use the trademarks, service marks or logos of Complitly or its licensors.

All rights in the Third-Party Content that were added by the Publisher and/or You to the Software using the features available alongside or with the Add Ons (including without limitations in the Application) may belong to the Publisher or to other third-parties as may be applicable. It is your responsibility to make sure that you comply with all such rights.

5. License Restrictions

You shall not modify the Software. You may only copy the Software, provided that all copyright and other notices are reproduced and included on the copy. You may not (1) decompile, reverse engineer, disassemble or otherwise reduce the Software or any portion of the Software to a human-perceivable form, (2) modify, network, rent, lend, loan, distribute or create derivative works based upon the Software in whole or in part, (3) remove or alter any trademark, logo, copyright or other intellectual property notice in or on the Software, and (4) commercially distribute, market, sublicense, resell or otherwise transfer the Software. You may not make any use of the Software in whole or in part that is not expressly permitted by these Terms. The Software is delivered in object code only.

You acknowledge and understand that Complitly may modify the functionality of the Software or the components at any time, and any third party that provides Third-Party Content contained in the Software may modify the functionality of such Third-Party Content.

You acknowledge and agree that during installation, You may be prompted by the Software to apply changes to your Internet Browser settings. Such changes may add or modify components that interact with search input fields. Components may add a javascipt code to enable search autocomplete for search box on various websites.

6. Term

These Terms shall continue in effect perpetually, unless terminated earlier pursuant to the provisions herein. You may terminate these Terms at any time by permanently deleting from Your systems and/or destroying all copies of the Software in Your possession. Complitly may terminate these Terms and the license granted pursuant thereto if You breach any of these Terms. Upon termination of these Terms for any reason, You shall permanently delete and/or destroy all copies of the Software. All provisions of these Terms relating to "OWNERSHIP", "DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY", "PRIVACY AND LEGAL RIGHTS" and "MISCELLANEOUS" shall survive the termination of these Terms.



Add on users will receive primary notice of changes and an opportunity to uninstall prior to applying any material changes to the Add on. Prior to any material changes, a pop up screen will appear upon Add on activation by the user (or a trigger action such as a search involving the Add on), and will include a description of the change and a link to how the Add on can be uninstalled.

8. Disclaimer of Warranty and Limitation of Liability

THE SOFTWARE IS PROVIDED "AS IS" WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW, SimplyGen AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, IS FREE OF DEFECTS OR, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE AND NON-INFRINGING. YOU BEAR THE ENTIRE RISK AS TO SELECTING THE SOFTWARE FOR YOUR USE AND AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

IN NO EVENT WILL Complitly AND ITS DIRECTORS, DISTRIBUTERS, LICENSORS, CONTRIBUTORS AND AGENTS COLLECTIVELY (“Complitly GROUP”), BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OREXEMPLARY DAMAGES, ARISING OUT OF OR IN ANY WAY RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF PROFITS, WORK STOPPAGE, LOST SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR COMPUTER FAILURE OR MALFUNCTION , EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED.

THE SOFTWARE IS BEING PROVIDED TO YOU FREE OF CHARGE. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT THE Complitly GROUP WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SOFTWARE. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE IS TO UNINSTALL AND CEASE USE OF THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. Privacy and Legal Rights

You hereby acknowledge that Application may send some private information to Complitly or to Publisher; and that Complitly may store and process some of the private information. You hereby waive any claim arising from violation of your privacy by sending or storing private information during the regular course of Complitly's activity. You hereby warrant that you have read Complitly's Privacy Policy, located at http://www.complitly.com/privacypolicy.aspx and that you accept to it.

Complitly hereby warrants to adhere to its privacy policy and to notify you, via its website, regarding any amendment or modification in the privacy policy, from time to time.

10. Miscellaneous

(a) These Terms constitute the entire agreement between Complitly and You concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of Complitly. (b) These Terms shall be governed by and interpreted under the laws of Israel, without regard to conflicts of provisions. All actions relating to these Terms and the Software shall be brought in the competent court in the State of New York. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. (c) The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. (d) If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof, to be unenforceable, that provision of these Terms shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. Complitly reserves the right, at our discretion, to update or revise these Terms. (e) Except as required by law, the controlling language of these Terms is English. (f) You may not assign your rights under this Agreement to any party without Complitly consent.

Please check these Terms periodically for changes. Your continued use of the Software following the posting of any changes to these Terms, or notification to You of the changes, constitutes acceptance of those changes.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY IT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN.
BY CLICKING ON THE AGREE BUTTON AND/OR CONTINUING TO INSTALL OR USE THE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY THESE TERMS.

Updated: August, 2010