Codifi Software License Agreement

NOTICE TO USER: Please read this agreement carefully. By downloading, copying, installing, or using all or any portion of the software, or any updates to the software or included databases (collectively, the “Software”), you accept all the terms of this agreement.

1. Software License.

If you obtained the Software and any required serial number(s) or other authorization keys from Codifi, Inc. (“Codifi,” “we,” or “our”) or one of our authorized licensees and as long as you comply with the terms of this agreement, Codifi grants you a non-exclusive right to install a single copy of the Software on a computer for use by an individual user of that computer. You may make a single back-up copy of the Software.

If you obtained the software without an authorized key from Codifi, Inc., the software remains the property of Codifi, Inc. and may only be used for evaluation or educational purposes.

2. Restrictions and Requirements.

2.1 You are not permitted to install the Software on a file server for access by multiple users.

2.2 Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear in the Software as we provide it.

2.3 You will not use the Software other than as permitted by this agreement or by law. You will not use the Software in a manner inconsistent with its design or documentation.

2.4 You will not modify, port, adapt, or translate the Software.

2.5 You will not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software.

2.6 You will not rent, lease, sell, sublicense, assign, or transfer your rights in the Software, or authorize any portion of the Software to be copied onto another computer.

3. Updates.

3.1 Unless we tell you otherwise in product documentation or in a separate agreement with you, we do not promise that we will provide you with updates according to any particular schedule, or at all. This Agreement does not entitle you to receive updates to the software. We may offer separately paid-for software maintenance plans.

3.2 The Software may be set by default to retrieve and install updates automatically. You may change these default settings within the Software.

3.3 When an update to the Software (including any database) is installed you automatically lose your right to install or use the previous version of the Software.

4. Intellectual Property Ownership.

The Software and any authorized copies that you make are the intellectual property of Codifi and our suppliers. The structure, organization, databases, and source code of the Software are the valuable trade secrets and confidential information of Codifi and its suppliers. The Software is protected by law and international treaty, including the copyright laws of the United States and other countries. Except as expressly stated, this agreement does not grant you any intellectual property rights in the Software. All rights not expressly granted are reserved by Codifi and its suppliers.

5. Limited Warranty.

Codifi warrants that the Software will perform substantially as described in its documentation during the 90-day period following the initial receipt of the Software by the original purchaser. If the Software fails such warranty, your sole remedy and our sole obligation is to, at our option, replace the Software or refund the license fee paid for the Software (if any). This limited warranty does not apply to Software provided to you on a tryout or evaluation basis or otherwise free of charge.

6. Disclaimer.

THE LIMITED WARRANTY ABOVE IS THE ONLY WARRANTY OFFERED BY CODIFI, ITS AFFILIATES AND SUPPLIERS AND IT STATES THE SOLE AND EXCLUSIVE REMEDIES FOR CODIFI’S, ITS AFFILIATES’, OR SUPPLIERS’ BREACH OF THAT WARRANTY. THE LIMITED WARRANTY ABOVE AND ANY STATUTORY WARRANTY AND REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW ARE THE ONLY WARRANTIES APPLICABLE TO THE SOFTWARE. OTHER THAN THOSE OFFERED AND STATUTORY WARRANTIES AND REMEDIES, CODIFI, ITS AFFILIATES, AND SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. OTHER THAN SUCH OFFERED AND STATUTORY WARRANTIES AND REMEDIES CODIFI, ITS AFFILIATES, AND SUPPLIERS PROVIDE THE SOFTWARE AS-IS AND WITH ALL FAULTS.

7. Limitation of Liability.

EXCEPT FOR THE EXCLUSIVE REMEDY OFFERED ABOVE AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, CODIFI INC., ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A CODIFI REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. IN ANY EVENT, CODIFI’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS WILL BE LIMITED TO THE REFUND OF THE AMOUNT PAID FOR THE SOFTWARE.

THE FOREGOING WARRANTY, LIMITATIONS, AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. YOU MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS.

8. General.

This agreement is governed by and will be construed in accordance with the substantive laws in force in the State of California and any dispute relating to this agreement will be heard only in the courts of Marin County, California (if state court) or the Northern District of California (if federal court).  Notwithstanding the foregoing, we may seek injunctive or other emergency relief in any competent jurisdiction.

If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. This agreement may only be modified in writing, signed by an authorized officer of Codifi This is the entire agreement between Codifi and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.

The Software is a “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Sections 12.212 and 227.7202. Consistent with those sections, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.