CodeTogether End User License Agreement
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.
1.0 Definitions. 1.1) ‘Licensor’ means CodeTogether Inc.; 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.
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.
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.
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.
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.
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.
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.
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.
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. Information collected include system registered user identification (ID), email address, session start/stop times, version of software being used, number of participants, IP addresses, and information related to purchases such as license terms, orders, payment methods, as well as team members (if using premium version of the Software or service). 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. For EU countries, data collection and use is limited to transfer of data between the USA and the EU in accordance to the Standard Contractual Clauses (SCC) for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council. 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. All end-to-end encrypted information sent through CodeTogether servers is not persistently stored and is excluded from the information that may be collected under this agreement. End-to-end encrypted information that may never be collected includes source files and code, file names and paths, as well as code intelligence information.
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.
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 Delaware 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 Delaware, 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.
12.0 Copyright and Trademark Notices. The Software is trademarked and Copyright © 2020 CodeTogether Inc., 2810 N Church St PMB 77141, Wilmington, Delaware 19802-4447 USA. Any rights not expressly granted herein are reserved to the Licensor.
By acknowledging your acceptance of this license, you agree that you have reviewed this Agreement, the CodeTogether website Terms of use (https://www.codetogether.com/terms/) and that you will comply with all of the terms and conditions.”
CodeTogether EULA, 2024