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READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING AND INSTALLING ANY SOFTWARE. BY CLICKING ON THE ACCEPT BUTTON BELOW, YOU ARE ACCEPTING AND AGREEING TO ABIDE BY ALL TERMS OF THIS LICENSE AGREEMENT. IF YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THE COMPANY TO THESE TERMS. IF YOU DO NOT AGREE TO ANY TERMS OF THIS LICENSE AGREEMENT, CLICK ON THE REJECT BUTTON AND EXIT NOW.
a. Subject to your compliance with all terms of this License Agreement, The Code Corporation ("Licensor") hereby grants you a non-exclusive, non-transferable, royalty free license to copy and use (but not distribute) Licensor's software known as the CodeXML File Uploader Firmware (collectively the "Software") for Licensor's use of code reader products ("Licensor Hardware Product").
b. In the event you desire to use the Software or any part thereof for use other than with Licensor Hardware Product, you must obtain a license for such use from Licensor.
2. Proprietary Rights
a. You may not disassemble, decompile, reverse engineer, or otherwise reduce the Software to human perceivable form. You are authorized to make one copy of the Software to be retained for back up purposes only. Licensor remains the owner of all right, title, and interest in the Software (and the technology embedded therein) and in any copies of it. Any copying or use of the Software in violation of this Agreement will constitute an infringement upon the rights of Licensor's copyright and is actionable under the United States Copyright Act.
b. Except for the license expressly granted pursuant to Section 1(a), no license or title to the Software, or any related information, materials, products, intellectual property, or other rights therein, are transferred to you by virtue of this Agreement. your shall not without the express prior written consent of Licensor duplicate, copy, or reproduce the Software, or any related information, materials, products, intellectual property or other rights therein. You agree to reproduce and incorporate all Licensor copyright and other proprietary rights notices or legends on all copies made pursuant to this Agreement. Except as otherwise provided herein, you agree not to modify, network, rent, lease, license, sell or loan, electronically transmit, or operate as a service bureau, the Software, or related information, materials, products, intellectual property, or rights therein, in whole or in part to any person or entity. You may not copy the printed materials accompanying the Software, nor print copies of any user documentation.
3. Limited Warranty
a. Licensor warrants that the original media (if any) on which the Software is provided and any printed materials accompanying the Software shall be free from physical defects in material and workmanship, assuming proper use, for a period of ninety (90) days from the date of delivery (the "Warranty Period"). Upon return of defective media or printed materials within the Warranty Period, Licensor will correct or replace the defective media or printed materials free of charge.
b. Licensor has no control over your use of the Software. Licensor does not and cannot warrant the performance or results that may be obtained by its use. Licensor does not represent, warrant, or guarantee the accuracy and timeliness of the data contained in the Software and Licensor shall have no liability of any kind whatsoever to you, or to any other party, on account of any inaccuracies in or untimeliness of the data, or for any delay in reporting such data contained in the Software. Various information in the Software constantly changes, and the information in the Software is only valid as of a particular date. Licensor does not warrant that the operation of the Software will be uninterrupted or error free. Licensor is not responsible for problems caused by accident, abuse, mishandling, alteration, or improper use. Licensor does not warrant or guarantee the suitability of the Software or that it will meet your requirements.
c. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE, DISK, AND RELATED MATERIALS, INCLUDING ITS FITNESS FOR A PARTICULAR PURPOSE, ITS QUALITY, ITS MERCHANTABILITY, AND ITS NONINFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. THE LIABILITY OF LICENSOR UNDER THE WARRANTY SET FORTH ABOVE SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
4. Limitation on Damages
a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LICENSOR'S MAXIMUM LIABILITY TO YOU, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR OTHERWISE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO LICENSOR PURSUANT TO THIS AGREEMENT. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
a. Licensor shall defend, indemnify, and hold you harmless against any and all liability, damages, losses, claims, demands, and causes of action (including attorneys' fees and expenses) arising out of: i) infringement of any third party proprietary rights by the Software; ii) any breach of the terms and conditions of this Agreement; and iii) operation of Licensor's business. You agree to give Licensor prompt written notice of any threat, warning or notice of any such claim or action. Licensor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement. You may participate (at its your own expense) in such defense or negotiations to the extent necessary to protect your interests.
b. You shall defend, indemnify, and hold harmless Licensor, its directors, officers, employees, and agents from and against any and all liability, damages, losses, claims, demands, and causes of action (including attorneys' fees and expenses) arising out of: i) your infringement of any third party proprietary rights (except for those indemnified by Licensor pursuant to Section 5(a); ii) any breach of the terms and conditions of this Agreement; and iii) operation of your business. Licensor agrees to give your prompt written notice of any threat, warning or notice of any such claim or action. You shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement provided, however, your shall not settle any such claim or action without Licensor's written permission (which shall not be unreasonably withheld) and Licensor may participate (at its own expense) in such defense or negotiations to the extent necessary to protect its interests.
a. Each Party's obligations pursuant to this Agreement shall commence on the Effective Date and, so long as you are not in breach of any of your obligations hereunder, the license shall continue until terminated in accordance with this Section 6.
b. You may terminate any software licenses by providing Licensor with written notice of such termination. Upon termination of software licenses, yours rights under this Agreement shall immediately discontinue and your shall return all copies of Software and related materials (and copies thereof) to Licensor.
c. Licensor's obligations under this Agreement, and any software licenses granted pursuant to this Agreement, will terminate automatically upon expiration of a 10 day cure period following Licensor delivering written notice of a breach of this Agreement to your and such breach is not cured within such 10 day cure period.
a. You acknowledge that this Agreement constitutes the complete statement of the agreement between you and Licensor, and that the Agreement does not include any other prior or contemporaneous promises, representations, or descriptions regarding the Software. This Agreement does not, however, limit any rights that Licensor may have under trade secret, copyright, patent, or other laws. The agents, employees, distributors, and dealers of Licensor are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Licensor. Accordingly, additional statements such as dealer or other advertising or presentations, whether oral or written, do not constitute representations or warranties by Licensor and should not be relied upon. This Agreement may be modified only in writing. If any provision of this Agreement is invalid or unenforceable under applicable law, that provision shall be deemed omitted and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by Utah law (without reference to choice of law principles), except for copyright matters, which are covered by federal laws. This Agreement is deemed entered into at Salt Lake City, Utah, and jurisdiction and venue for resolution of any disputes shall reside solely in Salt Lake City, Utah.