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| Please carefully read the terms and conditions of this License Agreement before using the Software regardless | ||
| of how you acquire the Software. By downloading, installing or using the Software, you, on behalf of yourself | ||
| and your company or institution ("Subscriber"), are agreeing to the terms and conditions of this License | ||
| Agreement ("Agreement"). You represent and warrant that you are at least eighteen (18) years of age and that | ||
| you have full authority to bind Licensee to these terms. If you do not wish to accept the terms of the | ||
| Agreement, do not acknowledge this license and contact the company that provided your access to the Software. | ||
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| 1.0 Definitions. 1.1) 'Licensor' means Genuitec L.L.C.; 1.2) 'Subscribers' or 'End Users' means registered | ||
| members of the CodeTogether community whose dues have been paid in full; 1.3) 'Update' shall refer to | ||
| maintenance releases specific to the Software, as they will be made by Licensor under no obligation or | ||
| commitment to do so; 1.4) 'Software' shall mean the release version of CodeTogether, including any Content, | ||
| as downloaded by Licensee or as provided on distribution media in physical or electronic form, or by access | ||
| through the Licensor portal; 1.5) 'Agreement' shall mean this End User License Agreement; 1.6) 'Online | ||
| Services' means the Licensor Online Services and the Third Party Online Services available in connection | ||
| with the use of the Software or Licensed Content; 1.7) 'Term' refers to the effective duration of the license | ||
| agreement following possession of or access to the Software; 1.8) 'Content' means all software and | ||
| information in executable, binary or text form included in the distribution media, on-line or in electronic | ||
| form, embedded data, programming, HTML, files, images, graphics, icons, Documentation and all other content | ||
| or materials incorporated in or generated under the terms of this Agreement ; and 1.9) 'Documentation' refers | ||
| to published product specifications and accompanying documentation. | ||
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| 2.0 Software. The Software is protected by copyright under United States, foreign laws and international | ||
| treaties. Unauthorized use of the Software may violate copyright, trademark and other laws. Licensor grants | ||
| Licensee the non-exclusive, non-transferable non-sub licensable, limited right and license to permit End User | ||
| the use of the Software and, if applicable, related on-line documentation made available by Licensor with | ||
| each license of the Software ("Documentation") during the Term and subject to the terms and conditions of the | ||
| Agreement. This grant is not a transfer of title, and under this license Licensee may not: a) use, republish, | ||
| upload, post or transmit in any way the Software except as expressly authorized pursuant to the Agreement; b) | ||
| copy, reproduce, modify or create derivative works from the Software except as expressly authorized pursuant | ||
| to the Agreement; c) attempt to decompile, disassemble or reverse engineer the Software; d) remove any | ||
| copyright or other proprietary notations from the Software; e) distribute, transfer, sale, lease, sublicense, | ||
| assign or otherwise make available, directly or indirectly, the Software, in part or in whole, including any | ||
| search output or results, to any other person; f) except as may be specifically provided in the Agreement, | ||
| permit the Software to be accessed through an electronic network beyond Licensee's normal places of business; | ||
| or g) transfer the Software to another person or 'mirror' the Software on external servers. Title to the | ||
| Software and Documentation remains with Licensor and its licensors at all times. Copyright notices and other | ||
| proprietary rights notices in the Software shall not be deleted or modified. The Agreement does not transfer | ||
| any ownership rights. Licensee will not, and will not permit any End User to, use the Software for any | ||
| illegal purpose, in violation of any applicable laws or regulations, or in violation of the rules of any | ||
| other service provider engaged by or for the benefit of Licensee or to assist or permit any person to engage | ||
| in any of these activities. If Licensee becomes aware of any prohibited activities, Licensee will use best | ||
| efforts to remedy such activities promptly, including without limitation, limiting or terminating a User's | ||
| access to the Software. | ||
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| 3.0 Software Updates. From time to time, Licensor may make available new releases, updates and corrective | ||
| code with respect to the Software. During ongoing development, Licensor may add, change or delete individual | ||
| components or functionality in new releases of the Software. Such modifications shall be subject to the terms | ||
| of the Agreement. | ||
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| 4.0 Limitation of Liability. Licensor assumes no responsibility for the selection of the Software to achieve | ||
| any intended purpose, for the proper use of Software or for verifying the results obtained from use of the | ||
| Software. Licensee recognizes that the Software will interact with software provided by other suppliers, and | ||
| accepts that Licensor assumes no responsibility for such use, interaction, performance issues, or failure to | ||
| achieve any desired results. We warrant that for a period of 30 days after delivery of this copy of the | ||
| Software: a) if the Software is provided on physical media by Licensor, the physical media on which this | ||
| copy of the Software is provided to you will be free from defects in materials and workmanship under normal | ||
| use, and b) the Software will perform in substantial accordance with the Documentation. To the extent | ||
| permitted by applicable law, the foregoing limited warranty is in lieu of all other warranties or conditions, | ||
| express or implied, and we disclaim any and all implied warranties or conditions, including any implied | ||
| warranty of title, non-infringement, merchantability or fitness for a particular purpose, regardless of | ||
| whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of | ||
| ours is authorized to modify this limited warranty, nor to make any additional warranties. Some states do | ||
| not allow the limitation or exclusion of liability for incidental or consequential damages, so the above | ||
| limitation may not apply to you. Licensor entire liability and Licensee's exclusive remedy for breach of the | ||
| foregoing warranty shall be, at our option, to either: a) return the price you paid, or b) repair or replace | ||
| the Software that does not meet the foregoing warranty if it is returned to us with a copy of your receipt. | ||
| In no event will Licensor be liable to you for any damages, including any lost profits, lost savings, or | ||
| other incidental or consequential damages arising from the use or the inability to use the Software (even if | ||
| Licensor or an authorized dealer or distributor has been advised of the possibility of these damages), or | ||
| for any claim by any other party. | ||
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| 5.0 Export Restrictions. The Software is subject to United States Export laws and regulations. Licensor | ||
| agrees to comply with all domestic and international export laws and regulations as it applies to intended | ||
| use of the Software or any Content created by Software including restrictions on destinations, End User or | ||
| end use intent. | ||
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| 6.0 Termination of Agreement. The Agreement shall immediately and automatically terminate without notice or | ||
| any other act upon i) the attempted illegal copying, distribution, transfer, assignment, lease or sale of the | ||
| Software, or rights thereto, without the prior written consent of Licensor; or ii) notice in writing given by | ||
| Licensor upon the violation by that party of any provision of the Agreement. Upon termination of the | ||
| Agreement, Licensee will forthwith cease use of the Software and destroy all originals and copies of the | ||
| Software or any portion thereof, stored in any form, including electronic form on any of its computer | ||
| equipment. Upon Licensor's request, Licensee will provide a written certification that all the copies of the | ||
| Software, in whole or in part in any form have been destroyed. Failure to do so may result in additional | ||
| fees and charges being levied against Licensee. Any and all use of the Software by Licensee following | ||
| termination of the Agreement is prohibited and may result in additional fees and charges being levied | ||
| against Licensee. | ||
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| 7.0 Confidentiality. The Software contains trade secrets and proprietary know-how that belong to the | ||
| Licensor and it is being made available to you in strict confidence. Any use or disclosure of the Software, | ||
| or of its algorithms, protocols or interfaces, other than in strict accordance with the Agreement may be | ||
| actionable as a violation of licensor trade secret rights. | ||
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| 8.0 Indemnity. Licensee will indemnify Licensor and hold it harmless from and against any and all claims | ||
| which a third party may assert against Licensor by reason of or as a consequence of Licensee's use of the | ||
| Software. | ||
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| 9.0 Consent to Collect, Store, and Use Information. Licensor respects your privacy rights and recognizes the | ||
| importance of protecting any information collected about you. Solely for the purpose of improving Licensor | ||
| Services to you, you hereby authorize and consent to the collection, storage and use of aggregate | ||
| information and data related to or derived from your use of the Software and any information or data | ||
| (including personally identifiable information) that you elect to provide to Licensor in connection with | ||
| your use of the Software. By installing, accessing or using the Software, you consent to these information | ||
| collection and usage terms, including (where applicable) the transfer of data into a country outside of the | ||
| European Union and/or the European Economic Area or the United States of America. Licensor assumes no | ||
| obligation to protect confidential or proprietary information that you elect to provide to Licensor (other | ||
| than personally identifiable information) from disclosure, and Licensor will be free to reproduce, use, and | ||
| distribute the Information (other than personally identifiable information) to others without restriction. | ||
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| 10.0 Changes and Notices. Licensor reserves the right to make changes to the Agreement at any time through | ||
| software releases and updates or through licensor's website where the Software is made available. | ||
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| 11.0 General Provisions. The Agreement constitutes the entire agreement between the parties and supersedes | ||
| all prior agreements and understandings, oral and written, express or implied, by and between any of the | ||
| parties with respect to the subject matter of the Agreement. No amendment or modification of the Agreement | ||
| shall be binding unless in writing and signed by a duly authorized representative of both parties. The | ||
| Agreement shall be governed by and construed in accordance with the laws of the State of Texas and federal | ||
| laws of the United States. Any actions at law or in equity arising out of or in relation to the Agreement | ||
| may be filed only in the state or federal courts of Dallas, Texas, U.S.A. and Licensee hereby consents and | ||
| submits to the personal and exclusive jurisdiction of such courts. Failure to enforce any legal right or | ||
| remedy which is contained in this Agreement will not be taken to be a formal waiver of Licensor's rights. | ||
| If any one or more of the provisions contained in the Agreement should be invalid, illegal or unenforceable | ||
| in any respect in any jurisdiction, the validity, legality and enforceability of such provision or | ||
| provisions shall not in any way be affected or impaired as a result of such event in any other jurisdiction | ||
| and the validity, legality and enforceability of the remaining provisions contained in the Agreement shall | ||
| not in any way be affected or impaired as a result of such event, unless in either case as a result of such | ||
| determination the Agreement would fail in its essential purpose. | ||
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| 12.0 Copyright and Trademark Notices. The Software is trademarked and Copyright © 2020 Genuitec, LLC. 2221 | ||
| Justin Rd #119-340, Flower Mound, Texas, 75056 USA. Any rights not expressly granted herein are reserved to | ||
| the Licensor. | ||
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| By acknowledging your acceptance of this license, you agree that you have reviewed this Agreement, the | ||
| CodeTogether website Terms of use (https://www.genuitec.com/products/legal/) and that you will comply with | ||
| all of the terms and conditions. | ||
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| CodeTogther EULA, 2020 |