EULA - End User License Agreement


End User License Agreement
Version 01.01.2022

IMPORTANT, PLEASE READ CAREFULLY:
THIS END USER LICENSE AGREEMENT “EULA” IS A LEGAL AGREEMENT BETWEEN YOU, AS AN INDIVIDUAL OR ENTITY, (“YOU” THE “CUSTOMER”, “LICENSEE” OR "YOUR") AND Codenion (“Kay Schubert”), FOR PRODUCTS AND SERVICES, WHICH MAY INCLUDE COMPUTER SOFTWARE AND ASSOCIATED DOCUMENTATION (“SOFTWARE”).
BY INSTALLING OR OTHERWISE USING THE SOFTWARE OR RECEIVING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND BE BOUND BY THE TERMS OF THIS EULA.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO Codenion THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY.
IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT USE THE
SOFTWARE OR SERVICES.

Please read this End User License Agreement (“EULA”) before You purchase a License Key for the application and subsequently download and use the application.

By purchasing a License Key and/or downloading and using the application, You agree, without reservation to be bound by the terms of this EULA. If You do not agree with the terms of this EULA, please do not purchase a License Key and/or download and use the application.

If You accept the terms and conditions in this EULA on behalf of a company or other legal entity, You warrant that You have full legal authority to accept the terms and conditions in this EULA on behalf of such company or other legal entity, and to legally bind such company or other legal entity.

You may not accept this EULA if You are not of legal age to form a binding contract with Codenion.

Definitions
In this EULA the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:
  • “Confidential Information” — any and all information that Codenion discloses to You, whether in writing, electronically or orally and in any form (tangible or intangible) that is confidential, proprietary, or relates to shareholders, whether commercial, technical, financial, customer, supplier, product or production related;
  • “Documentation” the detailed information about the application, its features and the system requirements as made available on the website of Codenion, as amended from time to time;
  • “Codenion License” the license for the application for the term specified on the webpage of the store where You purchase the license, or in any applicable agreement concerning the purchase of the license (as stand-alone product or as part of a subscription) to Use the application;
  • “License Key” a unique code provided by Codenion, which enables You to activate the application and to subsequently use the application during the applicable license term;
  • “Open Source Software” any software that requires as a condition of use, copying, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in source code form, and (b) be licensed for the purpose of making and/or distributing derivative works, and (c) be redistributable at no charge;
  • “application” any software application and/or all of the contents of the files and/or other media, including software setup files, licensed to You by Codenion, including any Updates;
  • “Updates” any modified versions and updates of, and additions to the application (excluding upgrades of the application);
  • “Use” the access, download, install, copy or get benefit from using the application in accordance with the documentation;
  • “You” you, the final and ultimate userLicense of the application or the authorized representative of a company or other legal entity that will be the final and ultimate userLicense of the application, and the company or other legal entity that will be the final and ultimate userLicense of the application, if applicable.
General
  • This EULA applies to any licenses granted to You by Codenion for the use of the application.
  • By purchasing a License Key for the application and/or downloading and using the application, You enter into this EULA with Codenion.
  • You acknowledge that this EULA may be modified from time to time without prior notice to You. Such modifications will be effective upon posting on Codenion’s webpage.
License
  • Codenion grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to Use the application in accordance with this EULA. Codenion reserves all rights not expressly granted to You.
  • Codenion is and remains the owner of any intellectual property rights with respect to the application. You shall not acquire any ownership to the application as result of Your purchase of the License Key or Your Use of the application.
Permitted use and restrictions
  • In order to be able to install the application and receive Updates and upgrades, Your computer shall have access to the Internet and shall meet the system requirements described in the Documentation that can be found on Codenion’s webpage.
  • You shall Use the application on one computer only, unless You have purchased a volume license. In the event You have purchased a volume license, the number of computers You may Use the application on shall not exceed the number of Codenion Licenses purchased. If You exceed the limit, Codenion may block the License Key.
  • You shall Use the application in accordance with applicable laws and shall not: ◦ rent, lease, lend, sell, redistribute, sublicense or otherwise commercially exploit the License Key; ◦ assign the License Key or the Codenion License without prior written approval of Codenion; ◦ Use the application for any unlawful or illegal activity, or to facilitate an unlawful or illegal activity; ◦ delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the application; ◦ copy (except as otherwise provided in this EULA), adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the application and the License Key or any parts thereof, except to the extent permitted by applicable law; or ◦ disclose Confidential Information unless if this is required by law or authoritative order.
  • Codenion may modify the application at any time at its sole discretion and without notice to You, for example to comply with applicable law or a court order, to avoid a third party infringement claim or to provide Updates and upgrades.
Your Account and Use of the Service or Software. You may be required to create an account to participate in the Service and/or use the Software. If You are entering into this Agreement on behalf of an entity, You represent and warrant that the entity will utilize the Services and/or Software under a single account. You agree not to impersonate any person or entity or misrepresent Your identity or affiliation with any person or entity, including using another person's username, password or other account information. You are responsible for the security of Your password and for any use of Your account. You also agree to notify us promptly at Codenion’s webpage of any unauthorized use of Your username, password, other account information, or any other breach of security that You become aware of involving or relating to the Service or Software. If there is a fee associated with your use of the Service or Software, You agree to pay that fee. The fee charged excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Codenion may suspend or cancel Your access to the Service or Software if Codenion does not receive payment from You. Suspension or cancellation for non-payment may result in a loss of access to and use of Your account. To pay any fees, You will be asked to provide a payment method at the time you sign up with Codenion. You agree to keep your billing account information current at all times. By providing Codenion with Your payment method, You (a) represent that You are authorized to use the payment method that You provided and that any payment information You provide is true and accurate; and (b) authorize Codenion to charge You using Your payment method and to charge You for any paid feature that You choose to sign up for or use while this Agreement is in effect. You acknowledge and agree that Codenion may bill you on a recurring basis for Services that You purchase on a subscription basis. If You take part in any trial offer, You must cancel the Services by the end of the trial period to avoid incurring charges, unless Codenion notifies You otherwise. Codenion may change the price it charges for the Services at any time and will notify You in advance of such changes. If You do not agree to the price change, You must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Services offer, that price will remain in force for that term. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable. In Your use of the Service or Software, You agree to comply with all applicable laws and regulations. You shall, in connection with Your use of the Service or Software, comply with all applicable import, export and re-export control laws and regulations of any country, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 428/2009 on the control of exports of dual-use items and technology, and country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, including any measures implemented by the U.S. Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Service or Software, including Your transfer and processing of Your content via the Service or Software. For U.S. Government users, the Software is a “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202 1 through 227.7202 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. You agree that You will not: 1. violate, infringe, or misappropriate other people's intellectual property, privacy or other legal rights; 2. post or share anything that is illegal, abusive, harassing, or otherwise objectionable; 3. transmit any viruses or other computer instructions or technological means that disrupt, damage, or interfere with the use of computers or related systems; or 4. attempt to circumvent any technological measure implemented by Codenion. You represent that You have either reached the age of “majority” where You live or have valid parent or legal guardian consent to be bound by the terms of this Agreement. If You do not know whether You have reached the age of majority where You live, or do not understand this section, please do not create an account with Codenion before You have asked your parent or legal guardian for help. If You are the parent or legal guardian of a minor that creates an account with Codenion, You accept this Agreement on the minor’s behalf and agree to be responsible for all use of the corresponding account. Codenion will treat Your data and information regarding your use of the Service and/or Software in accordance with this Agreement and its Privacy Policy published at Codenion’s website, as may be amended from time to time. You may not access the Service other than through the interfaces provided by Codenion or interfere with or disrupt the proper operation of the Service. Maintenance and support
  • Codenion will notify You of any available Updates and upgrades.
  • You will be entitled to receive Updates free of charge during a period of twelve (12) months upon purchasing the License Key for the application. In order to receive Updates after this twelve months’ period, You will need to either renew your License Key or enter into a subscription arrangement with Codenion.
  • You may need to pay an additional fee in order to be able to download an upgrade.
  • You can download available Updates and upgrades from the website of Codenion.
  • Any maintenance and support provided by Codenion, including the provision of Updates and upgrades, will be provided in an adequate way on an “as is” basis without any warranty, as soon as reasonably practicable, subject to availability of personnel.
  • The terms of this EULA will govern any Updates.
Use of data
  • Codenion and its subsidiaries may periodically collect and use technical and related data concerning the application You have licensed, including about the version number of the application You have installed and about the system You have installed the application on. Codenion will use such data to facilitate maintenance and support with respect to the application, to improve its products and to provide further services or technologies to You.
  • Codenion may process personal data with respect to You, if and to the extent necessary to provide the License Key, to provide maintenance and support to You with respect to the application and to comply with its obligations under this EULA. To the extent Codenion will process personal data, it will comply with its obligations under applicable data protection law. Please see our privacy statement for more details on the processing of Your personal data that Codenion has collected and received through its website.
Unauthorized Use You agree to use reasonable efforts to cooperate with and assist Codenion in identifying and preventing any unauthorized use, copying, or disclosure of the Service or the Software. Proprietary Rights Codenion and any of its licensors own all proprietary rights in and to the Service and the Software. The Service and any Software provided to you is licensed and not sold. Except as expressly provided herein, Codenion retains all rights and does not grant any express or implied right to You under any Codenion patents, copyrights, trademarks, or trade secret information. Disclaimer LICENSEE AGREES AND ACKNOWLEDGES THAT NEITHER Codenion NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS OF AN INDIRECT NATURE, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE AND IN NO EVENT SHALL THEY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF FEES PAID TO Codenion BY LICENSEE (IF ANY) UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX MONTHS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, Codenion WOULD NOT LICENSE THE SERVICE OR SOFTWARE TO YOU. Termination
  • This EULA will continue to be in force until the expiry or termination of the Codenion License.
  • The License Key will terminate automatically at the end of the Codenion License, unless renewed or activated prior to the end of the applicable license term.
  • Codenion is entitled to terminate the Codenion License by blocking the License Key during the license term with immediate effect and without prior notice in the event You fail to comply with the terms in this EULA, in the event You fail to pay Your fee for the License Key within the applicable payment term, or in the event Codenion is required to do so by law or an order of an applicable court.
  • Upon termination of the Codenion License, You shall cease all use of the application.
  • You acknowledge that the provisions of this EULA, which by their nature are intended to survive termination, will remain in effect after termination of this EULA.
  • This EULA shall be governed by and construed in accordance with the laws of Russia, excluding its conflicts of law rules.
  • Any dispute between Codenion and You shall exclusively be submitted to the competent court in Saint petersburg, Russia.