End User License Agreement

Introduction

This End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity, referred to as "you" or "User") and Macatuv Ltd. ("Macatuv") for the use of Macatuv's software and services, including any downloadable applications, APIs, or other software components (collectively, the "Software"). This EULA governs your rights and responsibilities regarding the Software, and is in addition to the Terms of Use and other policies. By installing or using any Macatuv Software, you agree to the terms of this EULA. If you do not agree, do not download, install, or use the Software.

License Grant

Macatuv hereby grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Macatuv Software, solely for your own internal business or personal purposes in connection with the Macatuv Services, and strictly in accordance with this EULA and our Terms of Use. This license is provided for the duration of your valid subscription or usage term and will terminate as set forth below or when your access to the Service is terminated. You acknowledge that we are licensing use of the Software to you – we are not selling the Software; you do not own the Software, and Macatuv retains all rights to the Software not expressly granted to you.

Ownership and Intellectual Property

The Software (including all components, algorithms, and documentation) is the intellectual property of Macatuv and its licensors, and is protected by copyright, trade secret, and other intellectual property laws. Macatuv retains all title, ownership rights, and intellectual property rights in and to the Software. The Software is licensed, not sold, to you. Any copies of the Software (if any are authorized) must contain the same proprietary notices that appear on or in the Software. You agree not to challenge Macatuv's rights in the Software or infringe upon them.

Permitted Use

Under the license granted in this EULA, you may:

Install and run one copy of any downloadable Macatuv application on devices that you own or control, for use by you or your authorized employees (if a business) in conjunction with our Service.
Use Macatuv's API or integration tools, if provided, solely as permitted and documented by Macatuv, and in accordance with any developer terms.
Access and use the Software and its functionality for lawful purposes, consistent with the intended use of the Macatuv platform (e.g. generating product content).

Restrictions on Use

You shall NOT do or attempt to do any of the following:

No Reverse Engineering: You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Software, except to the limited extent allowed by applicable law (and then only upon providing us with prior written notice).
No Modifications or Derivatives: You may not modify, adapt, or create derivative works of the Software. You may not remove or alter any copyright notices or labels in the Software.
No Unauthorized Distribution: You may not distribute, sell, lend, rent, lease, sublicense, or transfer the Software or this license to any third party without Macatuv's prior written consent. This means you cannot make the Software available on a network where it could be used by multiple devices or users at the same time, unless that's part of the Service as intended (e.g., a web-based component).
No Commercial Exploitation: You may not use the Software for providing time-sharing services, service bureau, or otherwise for the benefit of a third party (e.g., using our Software to build a competing service or letting others use your access in a commercial way) without permission.
Compliance with Terms: You must use the Software in compliance with all applicable laws and regulations and in compliance with the Macatuv Terms of Use and policies. Any use of the Software that violates those terms (such as generating prohibited content or violating someone's rights) is also a breach of this EULA.
No Circumvention: You shall not circumvent or attempt to circumvent any technical restrictions or security measures in the Software, such as by using undocumented features or manipulating usage limits. You also shall not use the Software in a manner to avoid incurring fees or exceeding usage quotas deliberately.

Updates and Changes

Macatuv may from time to time provide updates, patches, bug fixes, or new versions ("Updates") of the Software. These Updates may be provided automatically (for example, an app might auto-update) or you may need to install them. Each Update is also subject to this EULA, unless the Update is accompanied by a new license (in which case that new license governs). We highly recommend installing updates to ensure security and functionality. Macatuv reserves the right to modify or discontinue, temporarily or permanently, the Software (or any part of it) with or without notice. For example, if an API version is deprecated, we may discontinue support after a notice period. Macatuv shall not be liable to you or any third party for any modification, price change, suspension, or discontinuation of the Software, except to refund any prepaid fees if the Service is terminated entirely.

Term and Termination

This EULA is effective from the first date you install or use the Software and shall continue until terminated. You may terminate it at any time by uninstalling the Software (and destroying any copies). This EULA will also terminate automatically, without notice, if you fail to comply with any term herein or any Terms of Use provisions. Upon termination for any reason:

All rights granted to you under this EULA will cease.
You must cease all use of the Software and uninstall/remove all copies of any Macatuv software in your possession.
Sections that by their nature should survive termination (such as disclaimers of warranty, limitations of liability, and intellectual property protections) will remain in effect.

Macatuv also reserves the right to terminate your access to the Software if your account is suspended or terminated under the main Terms of Use (for example, due to non-payment or misuse).

Disclaimer of Warranty

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MACATUV DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, be error-free, or that defects can or will be corrected. No oral or written information or advice given by Macatuv or its representatives creates any warranty. You assume all risks arising from use or performance of the Software. For example, we do not guarantee that using the Software (or outputs from it) will generate any specific commercial outcome for you, and you should backup any important data, as we are not responsible for any data loss.

Limitation of Liability

To the maximum extent permitted by law, in no event will Macatuv or its affiliates, officers, employees, or agents be liable for any indirect, special, incidental, or consequential damages arising out of or related to this EULA or use of the Software, including but not limited to damages for lost profits or revenue, loss of data, loss of use, business interruption, or cost of substitute services, even if advised of the possibility of such damages.

In jurisdictions that do not allow the exclusion or limitation of certain damages, our liability will be limited to the minimum extent permitted by law. Cap on Liability: To the extent permitted by law, Macatuv's total cumulative liability for any claims arising from or relating to this EULA or the Software shall not exceed the amount you paid to Macatuv in the 6 months immediately preceding the incident (or $100 if no fees were paid).

This limitation of liability is a fundamental part of the bargain between you and us and reflects the allocation of risk. The Service would not be provided without such limitations.

Indemnification

You agree to indemnify and hold harmless Macatuv and its officers, directors, employees, and agents from any claims, damages, or expenses (including reasonable attorneys' fees) arising out of or related to your misuse of the Software or violation of this EULA. This includes, for example, any content you generate that causes a legal claim (such as infringement or defamation), or any breach by you of the license restrictions. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses.

Export Compliance

The Software may be subject to export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. By using the Software, you represent that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. as a "terrorist supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties.

U.S. Government End Users

If you are a U.S. government end user, the Software is provided as "Commercial Computer Software" and "Commercial Computer Software Documentation" pursuant to FAR 12.212 and DFARS 227.7202, and is licensed to you with only those rights as granted to all other end users under this EULA.

General

Governing Law: This EULA is governed by the laws of the State of Israel, without regard to conflict-of-law principles. Any disputes under this EULA shall be resolved in the courts of competent jurisdiction in Tel Aviv, Israel, as outlined in our Terms of Use.

Entire Agreement: This EULA, together with the Terms of Use and any other referenced policy, constitutes the entire agreement between you and Macatuv concerning the Software. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations. If any provision of this EULA is held invalid or unenforceable, it will be interpreted to fulfill its intended purpose to the greatest extent permitted by law, and the remaining provisions will remain in full force.

No Waiver: Failure by Macatuv to enforce any right or provision of this EULA is not a waiver of our right to do so later.

Assignment: You may not assign this EULA or any rights or obligations herein without our prior written consent. Macatuv may freely assign this EULA in connection with a merger, acquisition, or sale of assets, or by operation of law.

Contact: If you have any questions about this EULA, you may contact Macatuv at info@macatuv.com.

By installing or using the Software, you acknowledge that you have read and understood this EULA and agree to be bound by its terms.