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.
- 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.
- 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.
- 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.
- Intellectual Property Rights.
- You acknowledge that the Software is provided under license, and not sold, to you.
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
- You agree to use a commercially reasonable standard of care to safeguard all Software (including all copies thereof) from misappropriation, theft, misuse or
- 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).
- 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.
- 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.
- 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.
- 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.