:: LICENCE TO DOWNLOAD AND USE THE SWA TOOL FOR NON-COMERCIAL ACADEMIC USAGE
The "SWA image segmentation tool" software, as more fully described at present on the web page http://www.wisdom.weizmann.ac.il/~vision/SWA/index.html, (Yeda’s Ref.: M161) (“the SWA Tool”) was developed and produced by scientists of the Department of Computer Science and Applied Mathematics at the Weizmann Institute of Science in Rehovot, Israel (the “WIS”). All rights in and to the SWA Tool vest in Yeda Research and Development Company Ltd., the commercial arm of the WIS (the “YEDA”)

DOWNLODING AND USE OF THE SWA TOOL IS AVAILABLE FOR NON-COMMERCIAL ACADEMIC RESEARCH ONLY (“Permitted Purpose”) AND IS SUBJECT TO THIS LICENCE ("Licence") .
ANY OTHER USE OF THE SWA TOOL (INCLUDING DOWNLOADING FOR ANY OTHER USE THEN THE Permitted Purpose) IS SUBJECT TO THE PRIOR WRITTEN APPROVAL OF YEDA.


This Licence sets all terms for downloading and using of the SWA Tool. Please read this Licence carefully before downloading and using the SWA Tool. By downloading or using the SWA Tool you agree to be bound by all the terms and conditions set in this Licence, whereupon it shall constitute a legally binding agreement between you and YEDA. If you do not wish to be bound by this Licence , please refrain from downloading or using the SWA Tool.



In this Licence you shall be referred to as the "User".

1.   Subject to the terms and conditions of this Licence, YEDA grants User a non-exclusive, non-transferable and non-subLicenceable licence to download the SWA Tool (from the web address: http://www.cs.weizmann.ac.il/~swa , the “Website and to use the SWA Tool solely for the Permitted Purpose. (the “Licence”).

2.   User may not sell, lease, rent, subLicence, assign, export make available to the public or otherwise transfer the SWA Tool including by granting rights of access to, or use of the SWA Tool, or any underlying information or technology, and/or any Documentation (“Documentation" means any descriptions and explanatory materials relating to the SWA Tool delivered, or otherwise made available to User), CDs or any other tangible media representing, embodying or containing any of the aforegoing or portion thereof, to any person or entity.

3.   The Licence becomes effective on downloading the SWA Tool and remains in force until terminated as provided below.

4.   Any loss or damage caused to User arising out of or in connection with downloading or the use of the SWA Tool will be borne exclusively by User, and User agrees that neither the WIS nor YEDA nor any of their respective directors, offices or employees, shall have any liability for any such loss or damage; all of the foregoing without derogating from the provisions of clauses 8, 9 and 10 below.

5.   The use of the SWA Tool hereunder is currently free of charge, however, as a condition of the grant of the Licence, prior registration by User and/or the provision by User of certain information to the WIS and/or YEDA, may be required. User agrees to: (i) provide true, accurate, current and complete information about User if required (such information, the “User Information”) and (ii) maintain and promptly update the User Information on the Website to keep it true, accurate, current and complete. If User provides information that is untrue, inaccurate, not current or incomplete, or if YEDA has reason to believe the same, then YEDA shall have the right to suspend or terminate the Licence.

6.   Neither the WIS nor YEDA are obligated to provide User with any support relating to the use of the SWA Tool.

7.   THE SWA TOOL IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS WITH ALL FAULTS. YEDA AND THE WIS MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SWA TOOL AND/OR THE WEBSITE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, YEDA DOES NOT WARRANT THAT THE SWA TOOL WILL MEET USER'S REQUIREMENTS OR THAT USE OF THE SWA TOOL WILL BE FREE OF INFECTION OR VIRUSES, ERROR-FREE, UNINTERRUPTED, SECURE OR WILL PRODUCE ACCURATE RESULTS. USER SHALL BEAR TOTAL AND EXCLUSIVE RESPONSIBILITY AND RISK FOR DOWNLOADING AND THE USE OF THE SWA TOOL. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, USER SHALL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO USER'S COMPUTER SYSTEMS OR LOSS OF DATA.

8.   USER AGREES THAT THE WIS, YEDA AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES (THE “INDEMNITEES”) SHALL NOT BE LIABLE FOR ANY CLAIMS, DEMANDS, LIABILITIES, COSTS, LOSSES, DAMAGES OR EXPENSES (INCLUDING LEGAL COSTS AND ATTORNEYS’ FEES) OF WHATEVER KIND OR NATURE CAUSED TO OR SUFFERED BY ANY PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION, USER), THAT DIRECTLY OR INDIRECTLY ARISE OUT OF OR RESULT FROM OR ARE ENCOUNTERED IN CONNECTION WITH THE EXERCISE OF THE LICENCE, INCLUDING WITHOUT LIMITATION, THE ACCESS TO OR USE OF THE SWA TOOL, OR BREACH OF THIS AGREEMENT OR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY (ALL OF THE FOREGOING, COLLECTIVELY, “CLAIMS”). WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, THE INDEMNITEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA OR LOST PROFITS WHETHER ARISING FROM OR BASED ON TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE.

9.   User agrees to indemnify and hold the Indemnities harmless from and against any Claims as referred to in clause 8 above.

10.   The Licence will automatically terminate if User does not comply with this Licence. Without derogating from the foregoing, either YEDA or User may terminate this Licence with a 120 days notice, at any time, for any reason. Upon termination of the Licence for any reason whatsoever, User shall immediately cease to use the SWA Tool and shall remove the SWA Tool from User’s computers. The provisions of clauses 8, and 9 above and clauses 12 and 13 below will survive the termination of this Licence for any reason.

11.   User acknowledges and agrees that the SWA Tool, including, without limitation, text, data, compilation, software, graphics or other material contained in the SWA Tool contain proprietary and confidential information of YEDA that is protected by applicable intellectual property and other laws. User shall not copy, reproduce, distribute or create derivative works of or otherwise modify the SWA Tool or any or the foregoing or part thereof. User further acknowledges that the SWA Tool is or may be the subject of patents or patents applications. No expressed or implied Licences or other rights for any use (other than for Research Purposes) are provided to the User under any such patents, patent applications, trade secrets or other proprietary rights of Yeda, including any altered forms of the SWA Tool.

12.   User agrees to access and use the SWA Tool in accordance with all applicable laws and regulations. User agrees not to use the SWA Tool for any illegal or wrongful purposes.

13.   If any provision of this Licence is held by a court of competent jurisdiction to be invalid, such provision shall be substituted by a provision which achieves to the greatest extent possible, the same effect as would have been achieved by the invalid provision and all other provisions shall remain in full force and effect.

14.   Failure to exercise or enforce any term of this Licence shall not constitute a waiver of such right or provision.

15.   This Licence will be exclusively governed by and construed in accordance with the laws of the State of Israel, without regard to or application of choice of law rules or principles. User hereby consents to the exclusive jurisdiction of the competent courts in Tel-Aviv-Jaffa, Israel.


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