eula.md

SOFTWARE LICENSE AGREEMENT - CODE DX® SOFTWARE PLEASE READ THIS CODE DX SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL THIS PRODUCT OR REMOVE THIS PRODUCT IF ALREADY INSTALLED. THIS SOFTWARE IS BEING LICENSED TO YOU. YOU ARE PERMITTED TO DOWNLOAD, INSTALL AND USE THE FUNCTIONALITY OR FEATURES OF THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS Licensee: The User, together with the business or other entity for which the Licensed Product is obtained. Trial Version or Evaluation Version: A version of the Software to be used only to review, demonstrate and evaluate the Software for a limited time period. Trial Period: The period of time allotted for evaluation of the Software. The trial period begins on the date of first use of the Software by Licensee, and continues for the period of time specified on the Admin Page of the Code Dx Software.
   Software: Any Licensor computer program, license keys and documents accompanying this Agreement. User: Either Licensee (if Licensee is an individual) or any Licensee employee or contractor who is authorized by Licensee to use the Licensed Product.
2. THIRD-PARTY SOFTWARE This Product uses third-party software as described below. License agreements, copyrights, warranties, conditions, and all other rights are subject to the respective parties’ license agreements and rights as cited in the referenced sites identified below. Third party technology that may be appropriate or necessary for use with some Licensor’s programs is specified in the program documentation. The parties acknowledge that the terms of this agreement do not apply to such third party technology. The applicability of any third party technology license agreement specified in the program documentation or readme files or notice files that may be delivered to you with any Licensor’s component shall be determined solely between you and the third party licensor. Licensor shall have no liability to you or to any other party arising out of such third party license agreement. Copies of these license agreements can be found in the Software’s installation directory. All licenses incorporated within the Software must remain available for inspection, and may not be modified in any way: Json.NET: http://james.newtonking.com/json 
MIT License: https://raw.githubusercontent.com/JamesNK/Newtonsoft.Json/master/LICENSE.md
   ListViewLayoutManager: http://www.codeproject.com/Articles/25058/ListView-Layout-Manager 
CPOL v1.02 License: http://www.codeproject.com/info/cpol10.aspx WPF: Data Virtualization: http://www.codeproject.com/Articles/34405/WPF-Data-Virtualization 
Creative Commons License: http://creativecommons.org/licenses/publicdomain/
3. END USER LICENSE TERMS These license terms (“Terms”) are an agreement between Code Dx, Inc. (“CDX”) and you. They apply to the Software (“Software”) that accompanies these Terms, which includes the media on which you received it, if any. The Terms also apply to any updates, supplements, Internet-based services, and support services for this software, unless other terms accompany those items. If so, those terms apply. If you comply with all these terms, you have the rights below for each license you acquire. A. OVERVIEW. These Terms permit the installation and use the Software, along with other rights, all as described below. B. INSTALLATION AND USE RIGHTS. You may install and use one copy of the Software on one device. The total number of users who have permission to set up accounts and access the software shall be limited to the number of user licenses which you purchase. C. UPDATE OR UPGRADES. Based on the Terms of your Purchase Agreement, you may obtain updates or upgrades for the Software. You may only obtain updates or upgrades for the Software from CDX or authorized sources. For more information on obtaining updates or authorized sources, contact CDX at info@codedx.com. D. MISUSE. The use of this Software is for software assurance purposes. You may not use the Software in any way that is against US federal, state or your local laws. You may not use the Software to try to gain unauthorized access to any service, data, account or network by any means. E. SCOPE OF LICENSE. The Software is licensed, not sold. This Agreement only gives you certain rights to use the Software. CDX, and developers of any incorporated third-party software, reserve all other rights. You may not: a) reverse engineer or decompile the Software, b) translate or modify the Software or any Software documentation; or c) make more copies of the Software and documentation than these Terms specify. You may not distribute, transfer, lease, lend, assign, adapt, or sublicense the Software or any Software documentation, except as expressly authorized by CDX in writing. F. SUPPORT SERVICES. CDX may provide support services for the Software based on your Purchase Agreement. Refer to your Purchase Agreement for these terms. G. REFUND POLICY. CDX makes available a fully-functional, 30-day free trial version of Code Dx for evaluation and use prior to final Code Dx product purchase. It is strongly encouraged that you download, install, actively use and test Code Dx to ensure the software meets your needs before purchasing a Code Dx license. Once you have purchased our product and have received an email containing the Code Dx license key, no refunds will be given. Under rare circumstances and within 14 days of purchase, at our discretion we may issue a refund if we determine that a technical problem exists that is beyond our ability to repair or circumvent. When this occurs, a refund will be issued less the cost of our order processing, shipping and bank fees. You must provide us with the information needed to positively identify your purchase (e.g. order number, company name, transaction date, order SKUs, package purchased, etc.). You must also submit a letter of software destruction on company letterhead before any refund can be issued. H. PUBLICITY POLICY. Licensee grants CDX the right to include Licensee’s name as a Code Dx customer in promotional literature (including, but not limited to, sales literature, press releases, advertising, and similar public disclosures in various media or formats) relating to the Code Dx Software at any time after 30 days following the acquisition of Code Dx. Licensee, in its sole discretion, can deny CDX this right by submitting a written request via email to Feedback@CodeDx.com, requesting to be excluded from certain or all such promotional material. Licensee may at any time submit this written exclusion request to such email address to have CDX remove the Licensee’s name from such promotional material (which will be completed within 30 days) and CDX will make no further reference to the Licensee. I. APPLICABLE LAW. New York state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles.
4. TERM AND TERMINATION The license granted under this Software License Agreement shall commence for each Code Dx program on the date that the license key for that Code Dx software has been provided to the Licensee. Unless earlier terminated, the license shall continue until the end of the license period specified in a Purchase Agreement. If the Software is a trial or evaluation version and no Purchase Agreement exists, the license shall terminate within a pre-defined time period from first activation of the Code Dx Software. The Term/duration of the evaluation period is specified on the Admin Page of the Code Dx Software. Trial/Evaluation Licenses will terminate automatically on the expiration date if not renewed pursuant to the terms of the License agreement. Upon the expiration or termination of this Agreement for any reason all licenses granted hereunder automatically revert to CDX and Licensee will no longer have access to the Code Dx services.
5. LIMITED WARRANTY AND LIMITED LIABILITY A. LIMITED WARRANTY. If you follow the instructions, the Software will perform substantially as described in the materials that you receive with the Software. B. TERM OF WARRANTY. This limited warranty covers the Software for the duration of the license period. To the extent permitted by law, any implied warranties, guarantees or conditions last only during the term of the limited warranty. No warranties are provided for trial, evaluation or free versions of the Software. C. EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond CDX’s reasonable control. CDX is not responsible for obsolescence of the Software that may result from changes in your requirements. The foregoing warranty shall apply only to the most current version of the Software issued by CDX. CDX assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Software. D. REMEDY FOR BREACH OF WARRANTY. As your exclusive remedy for any material defect in the Software for which CDX is responsible, CDX shall attempt through reasonable effort to correct or cure any reproducible defect by issuing corrected software, instructions, or a workaround.. CDX shall not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Software if you have made any changes whatsoever to the Software, if the Software has been misused or damaged in any respect, or if you have not reported to CDX the existence and nature of such nonconformity or defect promptly upon discovery thereof. E. LIMITED LIABILITY. You can recover from CDX only direct damages up to the amount you paid for the Software. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages. The cumulative liability of CDX to you for all claims relating to the Software and this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount paid to CDX for the Software. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. CDX shall have no liability for loss of data or documentation, it being understood that you are responsible for reasonable backup precautions. In no event shall CDX be liable for any claims or demands brought against you, even if CDX has been advised of the possibility of such claims or demands. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. F. ADDITIONAL RIGHTS. You may have additional rights under certain laws (e.g. consumer laws) that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If such laws apply, the exclusions or limitations contained herein do not apply to you. G. NO OTHER WARRANTIES. The limited warranty is the only direct warranty from CDX. CDX gives no other express warranties, guarantees or conditions, except as expressly set forth in this agreement. CDX disclaims any and all promises, representations, and warranties with respect to the software, including its condition, its conformity to any representation or description, the existence of any latent or patent defects, any negligence, and its merchantability or fitness for a particular use. H. AGREEMENT TERMINATION. You acknowledge that, in the event of breach of any of these Terms, your Software license and rights are automatically terminated and you will not have adequate remedy in money or damages. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of your possession or use of the Software, you must return or destroy, as requested by CDX, all copies of the Software in your possession, and all other materials pertaining to the Software (including all copies thereof). I. ENTIRE AGREEMENT. This Agreement (including the Limited Warranty and Limited Liability), any addendum, or amendment included with your Purchase Agreement, are the entire agreement for the Software and any support services. J. ASSIGNMENT. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent, its rights and obligations under this Agreement to: (i) an Affiliate; or (ii) any entity which acquires all or substantially all of its capital stock or assets related to this Agreement through purchase, merger, consolidation, or otherwise. Any assignment in violation of the foregoing shall be void. The provisions of this Agreement shall be binding and inure to the benefit of the parties, their successors, and permitted assigns. K. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. If you have any questions on this agreement or need assistance with your license key, please contact the Code Dx Team at info@codedx.com.