Image Overlay Utility
End User License Agreement (EULA)
Updated 2016-03-08

1. Preamble: This agreement governs the relationship between User (hereinafter: Licensee) and Seller, a private person without a principal place of business (hereinafter: Licensor). This agreement sets the terms, rights, restrictions and obligations on using Image Overlay Utility (hereinafter: the software) created and owned by Licensor, as detailed herein. This agreement may be modified by Licensor at any time, the terms of which will be immediately applicable to all who have agreed to it in the past. Furthermore all users of the software are bound by this agreement.

2. Limited license grant: Licensor hereby grants Licensee a Personal or Commercial (as determined by Licensor), non-assignable & non-transferable, without the rights to create derivative works, non-exclusive license, all in accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running software.
	2.1 Non-assignable & non-transferable: Licensee may not assign or transfer his rights and duties under this license.

3. Term & termination: The term of this license shall be until terminated. Licensor may terminate this agreement, including Licensee's license in the case where Licensee:
	3.1 Became insolvent or otherwise entered into any liquidation process; or
	3.2 Exported the software to any jurisdiction where licensor may not enforce his rights under this agreements in; or
	3.3 Was in breach of any of this license's terms and conditions and such breach was not cured, immediately upon notification; or
	3.4 Was in breach of any of the terms of clause 2 to this license; or
	3.5 Otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.

4. Payment: In consideration of the License granted under clause 2, Licensee shall pay Licensor a fee, via Credit-Card, PayPal or any other means which Licensor may deem adequate. Failure to perform payment shall construe as material breach of this agreement.

5. Updates and fixes: Licensor may provide Licensee, from time to time, with updates or fixes, as detailed herein and according to his sole discretion. Licensor may provide any update or fix free of charge; however, nothing in this agreement shall require Licensor to provide updates or fixes. For the purpose of this license, an update shall be an amendment in the software, which may contain new features or improvements and shall be marked with a new version number.

6. Support: The software is provided under an as-is basis and without any guarantee of support, updates or maintenance. Nothing in this agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in the software.
	6.1 Bug notification: Licensee may provide Licensor of details regarding any bug, defect or failure in the software; Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.
	6.2 Feature request: Licensee may request additional features be added to the software, provided, however, that (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Licensee developed, envisioned or created the feature solely by himself.

7. Liability: To the extent permitted under law, the software is provided under an as-is basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of software's actions, failure, bugs and/or any other interaction between the software and Licensee's end-equipment, computers, other software or any 3rd party, end-equipment, computer or services. Moreover, Licensor shall never be liable for any defect in source code.

8. No warranty: The software is provided without any warranty; Licensor hereby disclaims any warranty that the software shall be functional, error free, without defects or code which may cause damage to Licensee's computers or to Licensee. Licensee shall be solely liable for any damage, defect or loss incurred as a result of operating software and undertaking the risks contained in running the software on License's computer[s].
	8.1 Prior inspection: Licensee hereby states that he inspected the software thoroughly and found it satisfactory and adequate to his needs, that it does not interfere with his regular operation, and that it does meet the standards and scope of his computer systems and architecture. Licensee determined that the software does not infringe any of End User License agreements of any software Licensee may use in performing his services/workflow. Licensee hereby waives any claims regarding the software's incompatibility, performance, results and features.

9. Refunds: Licensee warrants that he inspected the software and that it is adequate to his needs. Licensee shall never be entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if the software contains material flaws.

10. Indemnification: Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee's use of the software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in the software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee's consent prior to any settlement in relation to such lawsuit or claim.

11. Governing law, jurisdiction: Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.

12. Redistribution: User agrees not to redistribute the application in any way shape or form unless granted express permission in writing.
