End-User License Agreement (EULA)
for the Code Effects Decision Automation Platform
Effective Date: The date on which the Licensee downloads, installs, or otherwise lawfully obtains a copy of the Software.
Company: Code Effects Software, LLC, a limited liability company organized and existing under the laws of the State of Georgia, United States ("Licensor").
This EULA covers every Code Effects package. Section 4 says what each package permits; everything else applies to all of them.
1. Acceptance of Terms
1.1 By installing, copying, referencing, or otherwise using the Software, You ("Licensee") agree to be bound by the terms of this EULA. If You do not agree, do not install or use the Software.
1.2 If You accept this EULA on behalf of an organization, You represent that You have the authority to bind that organization, and "Licensee" means that organization.
2. Definitions
2.1 Software: The Code Effects decision automation platform: the Rule Editor, the Rule Engine, the Rule Repository, Audit, the MCP server, their assemblies, NuGet and npm packages, scripts, database scripts, styles, documentation, and the updates Licensor provides for them.
2.2 Package: A licensing tier of the Software, as defined in Section 4. A Package is either Code Effects Personal, obtained free of charge, or a Paid Package: Code Effects Standard, Business, Enterprise, Ultimate, or Source.
2.3 Add-on: Code Effects Assurance, Distribution, or Support, as defined in Section 5. An Add-on contains no software; it extends a Paid Package with rights or services.
2.4 Organization: The single legal entity named by Licensor as the licensee on the Order for a Paid Package. Unless the Order states otherwise, it does not include the entity's parent, subsidiaries, or other affiliates.
2.5 Order: The invoice or other order of payment issued by Licensor to Licensee that defines the final sale of a Paid Package or an Add-on: the exact Package and Add-ons, the User Limit, the price, the Order's date and due date, and any other terms and values of the sale. The license record Licensor keeps for the Order in the Code Effects Portal reflects it. A purchase order, request, or other document issued by Licensee is not an Order, and its terms do not define or change the sale.
2.6 Product Key: The unique key Licensor issues for a Paid Package and builds into the assemblies Licensee downloads from the Code Effects Portal.
2.7 User: A natural person who signs in to, or otherwise works in, the Rule Repository, whether directly or through an AI agent acting for that person. AI agents acting on their own, services, and automated processes are not Users. The people whose data the Rule Engine evaluates, and the people who use Licensee's applications without working in the Rule Repository, are not Users.
2.8 Active User: A User who has used the Rule Repository during the most recent three (3) months.
2.9 User Limit: The number of Active Users a Paid Package permits, as stated by Licensor in the Order. The Order states one User Limit for each license, which may reflect several licenses of the same Package bought together and any terms agreed with Licensor.
2.10 Commercial Use: Any use of the Software by or for a business, government, or other organization, or in connection with any product, service, or activity offered for a fee, for advertising revenue, or in support of a commercial enterprise, including internal business operations.
2.11 Production Use: Use of the Software to make, record, or manage decisions in a system that serves real users, customers, transactions, or data, as opposed to development, testing, or demonstration.
2.12 Major Version: The first number of the Software's version, such as 7 in 7.2.1.
3. General License Grant
3.1 Subject to this EULA, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license to install and use the Software within the scope of the Package Licensee holds:
3.1.1 Code Effects Personal, when Licensee obtained the Software without a Paid Package, free of charge, from NuGet, npm, or Licensor's website; or
3.1.2 the Paid Package, and any Add-ons, stated in the Order Licensor issued to Licensee, when Licensee obtained the Software from the Code Effects Portal with a Product Key.
3.2 The scope of a Paid Package is conditional on payment of the price stated in the Order by its due date.
3.3 A Paid Package is perpetual: once paid for, it may be used for as long as Licensee complies with this EULA.
4. Packages and Specific Terms
4.1 Code Effects Personal
4.1.1 Components: The Rule Editor, the Rule Engine, and their common library, distributed as CodeEffects.Rule.Editor.Personal, CodeEffects.Rule.Engine.Personal, and CodeEffects.Rule.Common.Personal, and the Rule Editor's npm package.
4.1.2 Permitted use: Personal, community, development, and research use only, free of charge, with no limits on users, evaluations, developer seats, or hardware, and no delays:
4.1.2.1 Personal use: use by an individual for their own learning, projects, or private purposes, not for Commercial Use.
4.1.2.2 Community use: use in non-commercial community, educational, open source, or charitable projects that are offered free of charge.
4.1.2.3 Development use: building, testing, evaluating, and demonstrating software, including software intended for Commercial Use, as long as the Software is not in Production Use for a commercial purpose.
4.1.2.4 Research use: academic or scientific research funded by non-commercial and non-government entities.
4.1.3 Commercial production use: Production Use for a commercial purpose requires a Paid Package, from the moment the Software is first put into Production Use.
4.1.4 Add-ons: Not available.
4.1.5 Support: As stated in Section 6.4.
4.1.6 Distribution: Not included.
4.2 Code Effects Standard
4.2.1 Components: The Rule Editor, the Rule Engine, and their common library.
4.2.2 Permitted use: Commercial and non-commercial use, including Production Use, by the Organization, in any number of its applications, environments, and installations, with no limits on users, evaluations, developer seats, or hardware.
4.2.3 User Limit: None.
4.2.4 Support: Basic Support (Section 6).
4.3 Code Effects Business
4.3.1 Components: Everything in Code Effects Standard, plus the Rule Repository, its database scripts, and the database connection libraries for the database type Licensee selects.
4.3.2 Permitted use: As for Code Effects Standard. The Rule Repository may be used by the Organization within the User Limit.
4.3.3 User Limit: As stated in the Order.
4.3.4 Support: Basic Support (Section 6).
4.4 Code Effects Enterprise
4.4.1 Components: Everything in Code Effects Business, plus Audit.
4.4.2 Permitted use: As for Code Effects Business. Audit and the Rule Repository are used together within one User Limit.
4.4.3 User Limit: As stated in the Order.
4.4.4 Support: Basic Support (Section 6).
4.5 Code Effects Ultimate
4.5.1 Components: Everything in Code Effects Enterprise, plus the MCP server.
4.5.2 Permitted use: As for Code Effects Business. People who work through AI agents connected to the MCP server count as Users; the agents themselves do not.
4.5.3 User Limit: As stated in the Order.
4.5.4 Support: Basic Support (Section 6).
4.6 Code Effects Source
4.6.1 Components: The source code of the entire Software, and the right to build it.
4.6.2 Permitted use: Use of the entire Software, including Production Use, by the Organization, in any number of its applications, environments, and installations, with no User Limit. Licensee may view, modify, and compile the source code, and use the resulting binaries, for the Organization's own purposes.
4.6.3 Source code restrictions: Licensee shall not disclose, publish, or distribute the source code, or any modified version of it, to anyone outside the Organization, except to contractors who work for the Organization under written confidentiality obligations no less protective than this EULA. Binaries built from the source code may be distributed only as permitted under Code Effects Distribution.
4.6.4 Add-ons: Code Effects Assurance is not available for this Package.
4.6.5 Support: Basic Support (Section 6).
4.7 User Limit
4.7.1 Licensee shall not permit more Active Users than its User Limit.
4.7.2 Licensee shall identify each User to the Rule Repository as a distinct person and shall not combine several people under one user identity, rotate identities, or otherwise avoid the count of Active Users.
4.7.3 The Rule Repository counts Active Users within Licensee's own environment, as stated in Section 9, and, when the count exceeds the User Limit, notifies Licensee. If the excess continues for six (6) months, the Rule Repository withdraws the permissions to create, change, approve, publish, and run until the license allows the Active Users. Rule evaluation by the Rule Engine is not affected. This mechanism is a notice, not a measure of compliance: Licensee remains responsible for staying within its User Limit, and continued use above it requires a higher User Limit.
4.7.4 Licensee shall not alter, remove, or bypass the Product Key or the User Limit built into the Software.
5. Add-ons
5.1 Add-ons are available for Paid Packages only, each as stated below, and apply to the Organization's Paid Package for the term stated in the Order.
5.2 Code Effects Assurance
5.2.1 Availability: Every Paid Package except Code Effects Source.
5.2.2 Release events: Licensor (a) ceases to carry on business, (b) is dissolved or becomes subject to bankruptcy, insolvency, or liquidation proceedings that are not dismissed within ninety (90) days, or (c) stops offering licenses and support for the Software without a successor that assumes Licensor's obligations under this EULA.
5.2.3 Delivery: Upon a release event, Licensor, or its successor or a designated escrow agent, shall deliver to Licensee the source code of the Software's most recent version covered by Licensee's Paid Package.
5.2.4 Use: Licensee may then use, modify, and compile that source code for the Organization's own purposes, under the terms and restrictions of Section 4.6.3, solely to continue using and maintaining the Software within the scope of its Paid Package.
5.3 Code Effects Distribution
5.3.1 Availability: Every Paid Package.
5.3.2 Grant: The right to distribute the Rule Editor and the Rule Engine, as binaries embedded in or with Licensee's applications, to any number of external users and devices, including customers and end users outside the Organization.
5.3.3 Limits: The Rule Repository, Audit, and the MCP server are not distributable, and recipients may not use the distributed components apart from Licensee's applications.
5.3.4 Without this Add-on, no Package includes distribution rights, and the Software may be used only by and for the Organization.
5.4 Code Effects Support
5.4.1 Availability: Every Paid Package.
5.4.2 Response time: A guaranteed first response to each support request within twenty-four (24) business hours. For this purpose, United States public holidays count as business days.
5.4.3 Priority: Licensee's support requests are handled ahead of Basic Support requests.
5.4.4 Meetings: Unlimited online meetings with Licensor's technical staff, each scheduled by Licensee no earlier than one (1) business day in advance.
6. Basic Support
6.1 Every Paid Package includes Basic Support: email support from Licensor's technical staff, and access to Licensor's online documentation and community resources.
6.2 Under Basic Support, Licensee is guaranteed to receive technical support from Licensor; however, response times are not guaranteed.
6.3 In practice, responses are generally provided within forty-eight (48) hours on business days. United States public holidays are not business days for this purpose, and responses may take longer during them.
6.4 Code Effects Personal does not include support. Licensor's staff may answer support requests from users of Code Effects Personal, depending on the current support queue and solely at their discretion; such support is not guaranteed in any way.
7. Versions, Updates, and Upgrades
7.1 A Paid Package covers every release of the Major Version purchased, including its minor versions, updates, and fixes, for as long as Licensor makes them available.
7.2 A new Major Version requires an upgrade purchase. Upgrade prices are not fixed. They generally do not exceed thirty percent (30%) of the price originally paid for the Paid Package, but this is not guaranteed.
7.3 Each version of the Software is governed by the EULA that accompanies it. A later EULA does not reduce the rights Licensee was granted for a Paid Package already purchased.
7.4 Licensor may change, add, or remove features in future versions.
8. Restrictions
8.1 Except as expressly permitted in this EULA, Licensee shall not:
8.1.1 distribute, sublicense, sell, lease, rent, lend, or host the Software for use by third parties;
8.1.2 modify, decompile, disassemble, or reverse engineer the Software, except as permitted under Code Effects Source or Code Effects Assurance, or to the extent applicable law expressly permits it despite this restriction;
8.1.3 use Code Effects Personal for Commercial Use in Production Use;
8.1.4 use the Software beyond the scope of its Package, including above its User Limit;
8.1.5 alter, remove, or bypass any Product Key, license check, or User Limit;
8.1.6 remove or alter proprietary notices; or
8.1.7 use the Software to build a product that competes with the Software, such as a rules engine, rule editor, or rule management system offered to third parties.
9. Data and Network Independence
9.1 The Software runs entirely within Licensee's own applications and infrastructure: every component is embedded in, and referenced by, Licensee's own code.
9.2 The Software does not connect, or attempt to connect, to Licensor or to any other resource outside Licensee's infrastructure, and does not send, transfer, or receive any data to or from such a resource by any means. This includes license validation, the Product Key, and the counting of Active Users, all of which take place within Licensee's own environment.
9.3 The only exceptions are connections that Licensee itself provides and controls:
9.3.1 calls to external resources made by business rules created with the Software, through the in-rule methods and actions that Licensee's code provides to those rules; and
9.3.2 requests to the AI providers that Licensee configures for the Rule Repository's AI features, through the AI clients Licensee registers. These send rule content and the instructions of Licensee's users to those providers.
10. Third-Party Components and Services
10.1 The Software uses third-party libraries, such as Newtonsoft.Json and database providers, that are governed by their own licenses.
10.2 Licensor does not operate the AI providers Licensee configures. Licensee is responsible for its agreements with them and for the data it sends to them.
11. Intellectual Property
11.1 The Software is licensed, not sold. Licensor retains all ownership, title, and intellectual property rights in the Software, including any source code delivered under Code Effects Source or Code Effects Assurance.
11.2 Rules, rule data, and other content Licensee creates with the Software belong to Licensee.
12. Verification
12.1 Upon Licensor's reasonable written request, not more than once per year, Licensee shall confirm in writing that its use of the Software complies with this EULA, including the number of Active Users.
13. Termination
13.1 This EULA becomes effective on the Effective Date and remains in force until terminated.
13.2 Licensor may terminate this EULA if Licensee materially breaches it and does not cure the breach within thirty (30) days of written notice. Licensor may terminate it immediately for a breach that cannot be cured.
13.3 Upon termination, Licensee must cease use of the Software and destroy all copies, including source code.
13.4 Sections 8 and 10 through 17 survive termination.
14. Disclaimer of Warranty
14.1 The Software is provided "AS IS," without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
14.2 Licensee is responsible for the rules it creates and for the decisions its systems make with the Software.
15. Limitation of Liability
15.1 Licensor is not liable for indirect, incidental, special, or consequential damages, including lost profits, lost data, or business interruption.
15.2 Licensor's total liability under this EULA shall not exceed the fees paid by Licensee for the applicable Paid Package and Add-ons. For Code Effects Personal, Licensor has no liability to the extent permitted by law.
16. Governing Law
16.1 This EULA is governed by the laws of the State of Georgia, United States, without regard to conflict of law provisions.
17. Entire Agreement
17.1 This EULA, together with any applicable Order, constitutes the entire agreement between Licensor and Licensee regarding the Software and supersedes any prior agreements or communications regarding it. Terms in Licensee's purchase orders or other documents do not form part of it, even if Licensor accepts or acknowledges such a document.
17.2 Where an Order and this EULA conflict, the Order prevails for the matters it addresses.