Mo'Minis

THE TERMS BELOW ARE A BINDING AGREEMENT. BY CLICKING "I ACCEPT" BELOW OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SOFTWARE (DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SOFTWARE. 

THIS AGREEMENT GOVERNS THE USE OF THE SOFTWARE AS WELL AS CONTENT AND MOBILE APPLICATIONS WHICH YOU MAY CREATE USING THE SOFTWARE OR UPLOAD BY ACCESSING THE WEBSITE.

MO'MINIS LTD. (THE "COMPANY") MAY REVISE THE TERMS OF THIS AGREEMENT TO REFLECT CHANGES IN THE SOFTWARE, MARKET NEEDS AND CUSTOMER FEEDBACK.

IF THERE ARE SIGNIFICANT CHANGES TO THIS AGREEMENT, THE COMPANY WILL NOTIFY YOU ABOUT SUCH CHANGES BY PLACING A PROMINENT NOTICE ON ITS WEBSITE (WWW.MOMINIS.COM - THE "WEBSITE") PRIOR TO IMPLEMENTING THE CHANGE.

WE ENCOURAGE YOU TO PERIODICALLY REVIEW THIS END USER AGRREMENT TO BE INFORMED OF THE TERMS OF USE OF OUR SOFTWARE AND WEBSITE. AT ALL TIMES, THE LATEST VERSION OF THIS AGRREMENT WILL BE PUBLISHED ON THE WEBSITE AT http://www.mominis.com/eula.php.

1. Grant of License to Registered Users. The Company grants you a non-exclusive, non-transferable, non-sublicensable license to use the software which may be downloaded from the Website or any other website designated by Company ("Site") or provided to you in any other form of digital storage and with which this license is distributed or made available for your use as a web based service (the "Software"), including any documentation files accompanying the Software ("Documentation") for your personal non-commercial use only.  The Software is used to develop mobile applications such as games, wall papers, greeting cards, etc. by applying Content (defined below) (collectively with any xml files or other files created in the course of creating such applications or through the use of the Sofware, the "Mobile Applications"). The Software and Documentation shall be used only for your own use in accordance with the terms hereof, and not for the benefit of any other person or entity. If you wish to engage in any kind of commercial use of the Software, you are required to obtain the Company's express prior written consent, as well as an appropriate commercial license to use the Software, by contacting the Company via email at the following address: bizdev@mominis.com. Any use of the Software or Documentation other than as authorized above, by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement.

2.	Restrictions. Other than the rights expressly granted to you hereunder, no other right is granted to you. Without limiting the foregoing, you may not: (a) publish, display, disclose, rent, lease, copy, loan, distribute, modify or create any derivative works of the Software or Documentation or any part thereof; (b) decompile, disassemble, reverse engineer, translate or otherwise attempt to derive the source code for the Software; (c) decompile, disassemble, reverse engineer, translate or otherwise attempt to derive the source code for the Mobile Applications (defined below); (d) attempt to disable or circumvent any activation protection mechanism accompanying the Software or assist third parties to do so; (e) transmit the Software over any network or between any devices; (f) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software without a prior written permission of the Company; (g) use the Software not in compliance with all applicable laws, regulations and government authorizations, including but not limited to export control, copyright, trademarks, patent, secrecy, defamation, decency, and privacy related laws, regulations and authorizations; (h) use, redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to, and/or exploit, the Software and/or Documentation, for commercial purposes, or in a commercial manner without the Company's expressed prior written consent.  

3.	Proprietary Rights. The Company and/or its licensors retain sole and exclusive ownership of all rights, title and interests in the Software and Documentation and all intellectual property rights relating thereto, including without limitation issued patents and pending patent applications with respect to the Software and Documentation and the technology related thereto. The Company and/or its licensors also retain sole and exclusive ownership of all rights, title and interests in the Mobile Applications and all intellectual property rights relating thereto.  Subject to your continued ownership of Content (defined below),  to the extent required under applicable law, you hereby assign to the Company all right, title and interest in such Mobile Applications as and when created.  This section shall survive termination and expiration of this Agreement and shall remain in full force and effect thereafter.

4.	Copyright. The Software and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are reserved to Company. You may not remove any proprietary notice from any copy of the Software or Documentation.

5.	Ownership. Except for those parts and elements which belong to and vest in Company, including without limitation those which form part of, are derived from or are modifications of the Software or Documentation, as well as any Mobile Applications, You will continue to own all the rights you may have with respect to any text, files, images, graphics, photos, video, sounds, musical works, works of authorship, game play (meaning the plan or logic of the game) or any other material ("Content") or any part thereof which you incorporate in Mobile Applications. This means that your rights concerning the Content will not be claimed by the Company as the property of the Company. Notwithstanding the foregoing, you hereby acknowledge and agree that the use of the Content as contemplated herein will not result in an infringement of any moral rights you have in or to the Content, and you hereby waive any right to claim that any violation or infringement of moral rights has occurred with respect to the use by Company or any third party of the Content.

6.	Grant of Commercialization Rights to Company. You hereby grant Company full commercialization rights in the Content, on a non-exclusive, perpetual, irrevocable, free of charge (subject to Section 7) fully assignable (including the right to grant the right to third parties) basis, including without limitation the right to use, distribute, reproduce, modify, enhance, create derivatives, digitize, adapt, publish and publicize, translate and transcribe, embody, transmit and broadcast, publicly perform and publicly display the Content by itself or through third parties either as free (promotional or ad-supported) or paid-for content, or to incorporate Content into other works in any format or medium now known or later developed (the 'Commercialization Rights'). Notwithstanding the abovementioned, the grant of Commercialization Rights in the Content in connection with the Mobile Applications, or within the Mobile Market shall be on an exclusive, perpetual, irrevocable, free of charge (subject to Section 7) fully assignable (including the right to grant the right to third parties) basis. For the purpose of this section the term 'Mobile Market' shall mean any cellular phones, smart phones, PDAs, hand held computers and any other mobile devices now known or developed in the future. Please be aware that once you create Mobile Applications using the Software, Company has the sole and complete discretion as to its use (including without limitation with respect to its further development, marketing and overall commercialization), and Company may remove it or use it on its web properties (such as, but not limited to: site, widgets, co-branded sites) for other applications and/or on other web properties, services and/or products or any other means in any format or medium now known or later developed by Company and/or its affiliates. In addition, you grant the Company the right to use or advertise your username in connection with Content and/or the Mobile Applications or the Site. You may modify the Mobile Applications you created, but in the event any Mobile Applications have already been used by the Company as stated herein above, such Mobile Applications will not necessarily be removed or modified to include the modifications made by you thereto. You understand that you will not have access to the source code of the Mobile Applications. You may modify the Mobile Applications only by means of Company’s Site and Software to the extent it is available. If you wish to handle the commercialization or any distribution (including free of charge) of the Content within the Mobile Market and\or Mobile Applications or any part thereof, you are required to obtain the Company's expressed prior written consent to such use, as well as an appropriate commercial license to use the Content and/or the Mobile Applications by contacting the Company via email at the following address: bizdev@mominis.com.

7.	Consideration for Commercialization Rights. The Company shall be under no obligation to commercialize the Content and/or the Mobile Applications. Further, the Company may use the Content and/or the Mobile Applications in accordance herewith for promotional purposes, without seeking payment from third parties for such use, in which case you shall not be entitled to any payment hereunder. However, in the event that the Company generates any revenues deriving directly from the Content and/or the Mobile Applications you have created hereunder, whether through the sale or other use of Content and/or the Mobile Applications or through advertisement revenues generated through the inclusion of advertisements in the Content and/or the Mobile Applications, or in any other way, you may be entitled to receive a payment in an amount to be determined by the Company in its sole discretion. You will be able to learn of the amount of payment to which you are eligible through various means that the Company will make available from time to time at its absolute discretion. Any payments by the Company are subject to various factors such as, but not limited to: market common terms (such as, but not limited to, advertisement rates, content prices), the quality of the Content and/or the Mobile Applications, their market demand, taxes, and other associated costs. The Company reserves the right to consider prizes awarded to you with respect to Content and/or the Mobile Applications when exercising its discretion to determine entitlement to any payments, whereby such prizes may reduce or negate your entitlement to receive payment. In addition, the Company may, in its sole discretion decide from time to time to make grants to specific developers, whether as an advance payment on account of future revenues, or otherwise

8.	Copyright Infringement Policy.  The Company is committed to protecting the rights of intellectual property (including copyrights) holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property. The Company respects the intellectual property of others, and we ask our users to do the same. 

Unauthorized copying, distribution, modification, public display or public performance of copyrighted works is a copyright infringement, and the Company reserves the right to undertake appropriate steps against copyright repeat offenders.

The Company has no responsibility for Content of other owners and/or Mobile Applications that you may find, access, download or upload when using the Company's Software or Site. Any such material may be protected by copyright and the intellectual property laws of the United States and/or other jurisdictions.  The terms of use that are posted by the respective owners of those materials, and not the Company, govern your use of such material. You are responsible for complying with all laws and regulations applicable to the material that are made available or downloaded.

You are responsible for complying with all laws and regulations applicable to the Content and/or the Mobile Applications. You hereby undertake to determine what restrictions apply, to comply with all applicable restrictions and to obtain all necessary authorizations. The right to use the Software is conditioned upon your agreement not to use the Software to infringe the intellectual property rights of others in any way.

The Company, at its sole discretion, may terminate this Agreement with users who are infringers of the copyrights, or other intellectual property rights, of others, and to withhold any payments due hereunder as of date of termination. In addition, it is the Company's policy, in appropriate circumstances, at its discretion and in accordance with the requirements under the applicable laws, to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

Without limiting any of the foregoing or hereunder, the Company will act expeditiously to process any notices of alleged intellectual property infringement. 

The Company's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:
Copyright Agent
c/o Mo'Minis Ltd. 
14 Raul Valenberg Street
Tel Aviv, 69719
Israel 

By phone: Int +972 (3) 644-3148 

By fax: Int +972 (3) 644-3148 

By email: copyright@mominis.com

Note - Please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment cannot be received or processed.

9.	A Notice regarding Privacy. Company does not give, sell, rent, share, or trade any identifiable personal information regarding Site and\or Software users to any third party.  Company may share non-personal aggregate or summary information regarding its users with partners or other third parties. The Company may - and you hereby authorize the Company to - disclose personal information to local, state, or federal law enforcement officials when required to do so by public authorities or when the Company believes in good faith that the law requires such disclosure.  Company's complete Privacy Policy, is available at: http://www.mominis.com/privacy.php.

10.	Disclaimer of Warranty and Liability. THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO: (A) THE SOFTWARE, DOCUMENTATION OR ANY INFORMATION DELIVERED OR SENT BY MO'MINIS OR ANY THIRD PARTY THROUGH THE SOFTWARE; AND (B) WITH RESPECT TO CONTENT AND/OR MOBILE APPLICATIONS PLAYED/ VIEWED/ TRANSMITTED /POSTED /SUBMITTED AND/OR MANAGED THROUGH OR IN CONNECTION WITH THE SOFTWARE.  THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. 

YOU HEREBY ACKNOWLEDGE THAT SOME FUNCTIONS OF THE SOFTWARE MAY NOT BE FULLY FUNCTIONABLE, OR MAY NOT FUNCTION AT ALL, DUE TO YOUR PERSONAL COMPUTER SYSTEM CONFIGURATION (E.G., IF YOU ARE USING A PLATFORM WHICH IS NOT INCLUDED IN THE COMPANY'S SUPPORTED PLATFORMS, POSTED ON THE SITE) OR MAY BE DISABLED OR FORBIDDEN FOR USE DUE TO LEGAL REQUIREMENTS APPLICABLE IN AND/OR TO YOUR JURISDICTION. 

THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU.  THIS SOFTWARE IS NOT FAULT TOLERANT. AND SHOULD NOT BE USED IN ANY ENVIRONMENT WHICH REQUIRES THIS. YOU HEREBY EXPRESSLY AGREE NOT TO USE OR RELY ON THE SOFTWARE FOR ANY APPLICATIONS THAT MAY RESULT IN ANY DAMAGE IF FAILED OR ANY OTHER MISSION CRITICAL APPLICATIONS, OR FOR HANDLING SENSITIVE, PRIVATE, OR CONFIDENTIAL INFORMATION OF ANY SORT. THE SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS YOUR REQUIREMENTS.

THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS PERFORMED BY THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT ANY INFORMATION, DATA, COMPUTER PROGRAM, CONTENT AND/OR MOBILE APPLICATIONS AND OTHER MATERIALS RECEIVED ON OR THROUGH THE SOFTWARE WILL BE FREE OF ANY VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER DESTRUCTIVE PROPERTIES, AND WILL NOT CONTAIN ANY OBJECTIONABLE MATERIALS OR DEEMED OBJECTIONABLE BY SOME INDIVIDUALS.

THE COMPANY IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE.  SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES, THEREFORE THE WAIVER OR EXCLUSIONS OF IMPLIED WARRANTIES HEREIN SHALL APPLY TO THE FULLEST EXTENT POSSIBLE. IN ADDITION, THE COMPANY MAKES NO REPRESENTATION WITH RESPECT TO ANY CONTENT AND/OR MOBILE APPLICATIONS APPEARING ON THE SITE.

YOU HEREBY AGREE TO COMPLY WITH ALL RELEVANT EXPORT LAWS AND REGULATIONS, AND TO ENSURE THAT THE SOFTWARE IS NOT EXPORTED IN VIOLATION OF SUCH APPLICABLE LAWS.

THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

11.	Limitation of Company's Liability. IN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED $100.  BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12.	Your Warranties. You represent and warrant that (i) you are the owner of and have the right to grant rights in the Content under this Agreement and have obtained any required assignments of rights, releases and consents from third parties with respect to the Content resulting in your unlimited right to grant the rights set forth in this Agreement, without the need to obtain any consent, and for no consideration; (ii) the Content and/or the Mobile Applications and/or the exercise of the Company's rights under this Agreement will not infringe upon the copyrights, intellectual property or other rights of any third party; (iii) the Content and/or the Mobile Applications do not violate any  property or personal rights of another person or entity, including but not limited to the right to privacy; (iv) the Content and/or the Mobile Applications do not and will not include any expression of obscenity, racism, propaganda, and/or and content which is illegal, inappropriate, offensive towards minorities, defamatory, vulgar, offensive, humiliating, disrespectful, violent, callous, sexual or pornographic, which mocks or attacks individuals on the basis of age, color, race, place of origin, religion, gender, sexual orientation or disability, and/or promotes smoking or consumption of alcoholic beverages, use of illegal drugs or radical political or social activity without the prior written approval of the Company, and will not encourage the carrying out of such activities; and (v) you will comply with all laws and regulations applicable to the Content and/or the Mobile Applications, and will obtain all necessary authorizations, if any, with respect to the development and use of the Content and/or the Mobile Applications as contemplated herein. You further represent and warrant that (a) this Agreement is permitted by, and does not conflict or in any way violate, any other agreement, document or instrument to which you are a party or any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you; (b) this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part and require the approval or consent of no other persons; (c) you are not a minor or else have your parent's or guardian's permission to accept the terms of this Agreement; and (d) you have read and agreed to the terms of this Agreement and understand them or have had them explained by a parent or guardian who does so.


13.	Indemnification. You agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, affiliates, users, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on, whether directly or indirectly, (i) any claim or threatened claim that the Content and/or any Mobile Applications are unlawful or infringe on the rights of any third party; (ii) the alleged or actual breach of any representation or warranty made by you herein or your obligations hereunder; or (iii) any other claim related to the Content and/or any Mobile Applications. In the event that a claim and/or action (a "Claim") is made against Company with respect to which Company has a right to demand indemnification pursuant to the foregoing terms, Company will notify you thereof, and shall be entitled to conduct the defense and/or settlement negotiations, if applicable, with respect to such Claim.  You will collaborate with Company in any reasonable way in Company's conduct of such defense and/or settlement.  If required by Company's counsel, you shall take part in such defense and/or settlement. You shall indemnify Company immediately following receipt of a judgment with respect to any Claim, or immediately following the reaching of a settlement or an agreement regarding any Claim, as applicable, and such indemnification shall include payment of Company's related legal expenses.  In no event may you defend and/or settle any Claim without the prior written consent of Company.

14.	Termination. (i) Company may terminate this Agreement at any time.  Upon termination, you must immediately destroy or return to Company the Software and Documentation. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Agreement. In the event termination is due to your violation of the terms hereof, Company may, at its choice, perpetually retain the rights granted by you hereunder, subject to continued payments under Section 7 herein. In the event Company terminates this Agreement for any other reason, the rights granted by you hereunder shall continue for as long as the Company continues making payments to you in accordance with the terms hereof. (ii) You may terminate this Agreement and the rights granted by you hereunder only in the event that the Company fails to make payments under Section 7 when due in accordance with the terms hereof after receipt of a sixty (60) days prior written notice from you.

15.	Modification of Software. The Software and any functions or features provided by the Company may change from time to time. The Company reserves the right to modify, discontinue, terminate, limit, disable or cancel any the Software or any such functions or features or any part thereof at its sole discretion and without notice to you.  Without limiting the foregoing, you hereby agree and acknowledge that the Company is permitted to limit, disable, eliminate or cancel some or all of the functionality of the Software. The Company reserves the right to discontinue the release and support of any version of the Software or to revise the Software so it provides different functions or features.

16.	General. This Agreement shall be construed, interpreted and governed by the laws of the State of Israel without regard to conflicts of law provisions thereof. Any conflict arising from or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent court in Tel Aviv.  This Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably effect the intention of the parties. Any other agreement between the parties must be in writing and signed by an authorized Company representative.

17.	U.S. Government Restricted Rights. The Software (including the Documentation) is provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the Government is subject to restrictions as set forth in DFARS 252.227-7013 or 48 CFR 52.227-19 as amended, or any successor regulations thereto.


 Last modified: 25 August, 2009