CODERRECT SOFTWARE EVALUATION LICENSE AGREEMENT
GENERAL TERMS AND CONDITIONS
Coderrect Inc. grants you ONE (1) non-exclusive and non-transferable single user license for the internal use only of the Software. This license entitles the owner to install the Software on a single computer. You will not otherwise use or copy, translate, modify, adapt, decompile, disassemble or reverse engineer the Software. You agree not to use the Software in violation of any law, statute, ordinance or other regulation (including export control and unfair competition laws) or any obligation to which you are bound.
You agree to comply with all applicable laws and regulations regarding your use of the Software. You agree to indemnify Coderrect Inc. from and against any liability that Coderrect Inc. may incur arising from your use of the Software.
You may use the Software solely to evaluate and test the Software pursuant to the terms of this Agreement during the evaluation period. Since this is evaluation Software, portions of the full use version of the Software may be withheld or unusable and use of the Software may require accessing portions of the Software remotely through the Internet.
All patents, copyrights, trade secrets and other proprietary rights in or related to the Software are and will remain the exclusive property of Coderrect Inc., whether or not specifically recognized or perfected under the laws of the country where the Software is located. You hereby assign and agree to assign any and all rights you may have or acquire in or to the Software to Coderrect Inc. for no additional consideration.
You will not take any action that jeopardizes Coderrect Inc.’s or its licensors’ proprietary rights or acquire any rights in the Software. Coderrect Inc. or its designee will own all rights in any copy, translation, modification, adaptation or derivation of the Software, including any improvement or development thereof. At Coderrect Inc.’s request, you will execute or obtain the execution of any instrument that may be appropriate to assign these rights to Coderrect Software or its designee or to perfect these rights in Coderrect Inc.’s or its designee’s name.
(a) Confidentiality. You acknowledge that the Software is and incorporates confidential and proprietary information developed, acquired by or licensed to Coderrect Inc.. You will take all reasonable precautions necessary to safeguard the confidentiality of the Software, and will not disclose any information about the Software or the Software evaluations or reports to any other person without Coderrect Inc.’s prior written permission. You will not allow the removal or defacement of any confidentiality or proprietary notice placed on the Software. The placement of a copyright notice on the Software will not constitute publication or otherwise impair its confidential nature.
(b) Unauthorized Use or Disclosure. You acknowledge that any unauthorized use or disclosure of the Software will cause irreparable harm to Coderrect Inc. and its licensors. If an unauthorized use or disclosure occurs, you will take all steps that are necessary to recover the Software and to prevent its subsequent unauthorized use or dissemination.
(c) Limitation. You will have no confidentiality obligation with respect to any portion of the Software that (i) You lawfully obtained from a third party under no obligation of confidentiality or (ii) became available to the public other than as a result of Your act or omission.
DISCLAIMER OF WARRANTY
UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
DISCLAIMER OF DAMAGES
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CODERRECT INC. OR ITS LICENSORS BE LIABLE FOR ANY LOSS IN REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CODERRECT INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CODERRECT INC.’S LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR SOFTWARE UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.
This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately without notice from Coderrect Inc. if you fail to comply with any provision of this Agreement. Upon Termination, you must destroy all copies of Software. Upon termination, you agree to promptly de-install and delete all copies of the Software in Your possession and discontinue any further use of the Software. The parties’ rights and obligations will survive the termination of this Agreement.
You and Coderrect Inc. are independent parties. Nothing in this Agreement shall be construed as making you an employee, agent or legal representative of Coderrect Inc..
This Agreement constitutes the complete and entire statement of all terms, conditions and representations of the agreement between you and Coderrect Inc. with respect to the Software.
If any provision of this Agreement is held to be unenforceable, This Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.
This Agreement is the entire agreement between you and Coderrect Inc. relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
For inquiries please contact:
College Station, TX 77845, USA