Code Effects End User License Agreement

IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE (CodeEffects.com). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND CODE EFFECTS SOFTWARE, LLC (“Code Effects” or “Licensor”). BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE (the "Software") MADE AVAILABLE BY CODE EFFECTS THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.

1. Licensed Use of the Software.

Subject to the terms of this Agreement, Code Effects hereby grants to You the following limited, non–exclusive, non–transferable licenses (the “Licenses” or “License”) to use Software and any updates, upgrades, modifications and error corrections thereto provided to You by Code Effects (the “Programs”) and any accompanying documentation (the “Documentation” and, together with the Programs, the “Software”) as set forth below. You are granted Free, Standard and Enterprise Licenses pursuant to Section 1.1, or an Unlimited License pursuant to Section 1.2. Which version of the License applies (i.e., Free, or Standard, or Enterprise, or Unlimited License) is determined at the time of the License purchase. Except as expressly granted in this Agreement, You are not licensed to use, copy, modify, or distribute copies of all or any portion of the Software. The exact differences between the usage rights granted to You under each License of the Software are described in detail at http://CodeEffects.com/Business-Rule-License.

For purposes of this Agreement:

“Your Integrated Product” is limited to the software application which: (i) is developed by Your Licensed Developers; (ii) adds substantial functionality beyond the functionality provided by the incorporated components of the Software; and (iii) is not a commercial alternative for, or competitive in the marketplace with, the Software or any components of the Software. “Licensed Developers” is limited to the number of Your employees or contractors authorized by You to use the Software to develop software specifically for You. Your Licensed Developers may install the Software on multiple machines.

1.1 License Grant. Your Licensed Developers may use the Software in the development of Your Integrated Products.

1.2 Testing. You may also use the Software in the testing of Your Integrated Products.

1.3 Support. You are eligible for standard support for the lifetime of the Software. In no event will Code Effects provide support of any kind to end-users of Your Integrated Products.

1.4 Updates. You are eligible to receive all minor updates for the version of the Software that you license hereunder and, if purchased, source code for the Software. Updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility for the update. You may use the resulting updated Software only in accordance with the terms of this License.

2. Unlimited License Options for Redistribution.

Redistribution under Unlimited License: You may make copies of the Programs as embedded in Your Integrated Products, and distribute Your Integrated Products to Your end-users only pursuant to an end-user license that meets the requirements of this Section. You are not permitted to distribute the Software pursuant to this Section: in any format other than in object form; as a standalone product; or as a part of any product other than Your Integrated Product. Your end-user license agreement must: impose the limitations set forth in this paragraph on Your end-users; prohibit distribution of the Software by your end-users; limit the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibit any attempt to disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Software.

3. No Trademark License.

You may not use the Code Effects product names, logos or trademarks to market Your Integrated Product.

4. Delivery.

Code Effects shall make a master copy of the Software available for download by Licensee in electronic format only.

5. Term and Termination.

This Agreement and the License granted hereunder shall continue until terminated in accordance with this Section. Unless otherwise prohibited by law, and without prejudice to Code Effects’ other rights or remedies, Code Effects shall have the right to terminate this Agreement and the License granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to remedy such material breach within thirty (30) days of receipt of notice from Code Effects. Upon termination of this Agreement, all Licenses granted to You hereunder shall terminate automatically and You shall immediately cease use and distribution of the Software; provided, however, that any sublicenses granted to Your Authorized End-Users in accordance with Section 2 shall survive such termination. You must also destroy (i) all copies of the Software not integrated into a live, functioning instance(s) of Your Integrated Product(s) already installed, implemented and deployed for your Authorized End-User(s), and (ii) any product and company logos provided by Code Effects in connection with this Agreement.

6. Product Discontinuance.

Code Effects reserves the right to discontinue the Software or any component of the Software, whether offered as a standalone product or solely as a component, at any time. However, Code Effects is obligated to provide support in accordance with the terms set forth in this Agreement for all discontinued Software or components for a period of 1 (one) year after the date of discontinuance.

7. Intellectual Property.

All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, and text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of Code Effects that are used in connection with the Software are and shall at all times remain exclusively owned by Code Effects and its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content.

8. Limited Warranty.

Code Effects warrants solely to You that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which You purchase the License for the Software. Code Effects does not warrant that the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Your failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the Software by any person or entity other than Code Effects. In the event of a breach of warranty, Your sole and exclusive remedy and Code Effects’ sole and exclusive obligation, is repair of all or any portion of the Software. If such remedy fails in its essential purpose, Licensee’s sole remedy and Code Effects’ maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if Code Effects receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, CODE EFFECTS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability.

To the maximum extent permitted by applicable law, in no event shall Code Effects be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, Code Effects’ entire liability under any provision of this agreement shall not exceed in the aggregate the sum of the license fees Licensee paid to Code Effects for the Software giving rise to such damages, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable. Code Effects is not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software and/or any material linked through such content. Any data included in the Software upon shipment from Code Effects is for testing use only and Code Effects hereby disclaims any and all liability arising there from.

10. Indemnity.

You agree to indemnify, hold harmless, and defend Code Effects and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from the use or distribution of Your Integrated Product.

11. Confidentiality.

Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without Code Effects’ prior written permission. Each party’s obligations under this Section 10 shall apply at all times during the term of this Agreement and for two (2) years following termination of this Agreement.

12. Governing Law.

This License will be governed by the law of the Commonwealth of Georgia, U.S.A., without regard to the conflict of laws principles thereof. Neither the Uniform Computer Information Transactions Act and the United Nations Convention nor the International Sale of Goods shall apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

13. Entire Agreement.

This Agreement, the Terms & Conditions, the Privacy Policy, and the Refund Policy set forth our entire agreement with respect to the Software, and supersede and replace any prior or contemporaneous communications regarding the Software. You agree that You are not relying on any representation or obligation other than those set forth in this Agreement. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect unless otherwise agreed to in writing by both parties.

14. Modifications to Agreement.

Code Effects reserves the right, at any time and at our sole discretion, to make changes to this Agreement. The most current version of the Agreement will supersede and replace all previous versions. We encourage You to periodically review the Agreement to stay informed of our updates. By continuing to access or use our Services or website after revisions to this Agreement are made, You agree to be bound by the revised Agreement.

15. No Assignment.

You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Code Effects’ prior written consent.

16. Survival.

Sections 6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive the expiration or termination of this Agreement.

17. Severability.

If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.