CodeFi Solutions

AUTHORIZED USER TERMS OF USE

These Software Terms of Use (“Terms of Use”) govern your use of the CodeFi PRESIDIUM suite of software products (the “Software”), including all user manuals, technical manuals and any other materials provided by CodeFi, if any, in printed, electronic or other form, that describe the Software or its use or specifications (the “Documentation”) provided to you (“you” or “your”) for use pursuant to and subject to a Master Software License and Services Agreement (the “MSLA”) between CodeFi Solutions LLC (collectively with its subsidiaries and affiliates, “CodeFi”) and your employer or other entity (“Commercial Licensee”) who owns or otherwise lawfully controls the equipment information technology infrastructure through which the Software is used or accessed, or owns the data with which the Software is utilized. All capitalized terms used but not defined herein shall have the meanings set forth in the MSLA.

BY LOGGING INTO THE SOFTWARE PROTAL, BY CLICKING THE “ACCEPT” BUTTON OR BY CHECKING THE APPROPRIATE BOX TO ACCEPT THESE TERMS OF USE, YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY COMMERCIAL LICENSEE TO ACCESS AND USE THE SOFTWARE; AND (ii) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT THEM, AND DO NOT ACCESS OR USE THE SOFTWARE.

1. License Grant

Subject to your compliance with these Terms of Use, CodeFi hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Software and any associated Hosted Managed Services, solely in accordance with the MSLA, for Commercial Licensee’s internal business purposes (including testing and development environments). The foregoing licensee will terminate immediately on the earlier to occur of:

  • The expiration or earlier termination of the MSLA between CodeFi and Commercial Licensee;
  • Your election to terminate the license and cease your use of the Software; or
  • Your ceasing to be authorized by Commercial Licensee to use the Software for any or no reason.

2. Use Restrictions

You shall not, directly or indirectly:

  • Use the Software or Documentation except as set forth in Section 1;
  • Copy the Software or Documentation, in whole or in part, except as expressly authorized by the MSLA;
  • Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof, except under the direction of Commercial Licensee and in a manner that is expressly authorized to Commercial Licensee by the MSLA;
  • Combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs, except as expressly authorized by the MSLA;
  • Copy, reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software;
  • Utilize the source code of the Software, or any portion thereof that may be visible or otherwise accessible to you or to Commercial Licensee, to design, build (or guide, instruct or train any third party or algorithm to design or build) any product or service with functionality that is substantially similar to the Software
    or that competes with the Software;
  • Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof;
  • Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate or service provider of Commercial Licensee, except as expressly authorized by the MSLA;
  • Use the Software or Documentation in violation of any law, regulation or rule; or
  • Use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to CodeFi’s commercial disadvantage.

3. Compliance Measures

The Software may contain technological copy protection or other security features designed to prevent unauthorized copying of the Software source code. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.

4. Intellectual Property Rights

  • You acknowledge that the Software is provided under license, and not sold, to you.
  • You do not acquire any ownership interest in the Software under these Terms of Use, or any other rights to the Software other than to use the Software in accordance with the license granted under this Agreement, subject to all terms, conditions and restrictions.
  • CodeFi retains its entire right, title and interest in and to the Software and all intellectual property rights arising out of or relating to the Software (including any Customizations), subject to the license expressly granted to the Commercial Licensee in these Terms of Use.
  • You agree to use a commercially reasonable standard of care to safeguard all Software (including all copies thereof) from misappropriation, theft, misuse or unauthorized access.
  • You acknowledge and agree that all derivative works of CodeFi’s Intellectual Property Rights, including any changes or modifications to the Software are the exclusive property of CodeFi. You further acknowledge and agree not to challenge CodeFi’s rights under this Section 4(e).

5. Disclaimer of Liability

IN NO EVENT WILL CODEFI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN CODEFI AND COMMERCIAL LICENSEE, SOLELY FOR THE BENEFIT OF COMMERCIAL LICENSEE AND AT COMMERCIAL LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY CODEFI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SHALL BE SOLELY TO COMMERCIAL LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

6. Amendments

These Terms of Use may be modified by written agreement between CodeFi and Commercial Licensee without notice to you.

7. Effect of Waiver

Failure by either party to enforce a provision of these Terms of Use shall not constitute a waiver of that or any other provision of these Terms of Use or of the MSLA.

8. Severability

The invalidity or unenforceability of any provision of these Terms of Use shall not affect the validity or enforceability of any other provision or of the MSLA.

9. Headings

The section headings appearing in these Terms of Use are for convenience of reference only and will not control or affect in any way the scope, intent or interpretation of any provision of these Terms of Use.

10. Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Florida, USA. Application of the United Nations Convention on Contracts for the International Sales of Goods (“CISG”) is expressly excluded.

11. Venue

Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the courts of the State of Florida (and specifically, in Brevard County) and the U.S. District Court for the Middle District of Florida. You agree to submit to the jurisdiction of such Florida, USA courts in any such suit, action or proceeding. Notwithstanding the foregoing, you agree that CodeFi may enforce its rights (both at law and in equity) under this Agreement, including for payment and to enforce its Intellectual Property Rights, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims in any court with jurisdiction worldwide. You agree that a final judgment in any action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

12. Survival

All obligations set forth herein which expressly or by their nature survive expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding such expiration or termination and until they are satisfied or by their nature expire.

13. Injunctive Relief

You acknowledge and agree that a breach of these Terms of Use would cause CodeFi irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which CodeFi may be entitled, you acknowledge and agree that CodeFi may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.