End-User License Agreement (EULA) for Software and Software as a Service (SaaS)

This EULA and SaaS governs the terms and conditions applicable to your use of any of the software products or software as a service (the “Software”), provided to you by an authorized reseller or supplier (the “Supplier”) of CoderZ Technologies Ltd. (“CoderZ”) either as is or as part of other system if and to the extent it is authorized by CoderZ in writing (the “System”). If the Software is provided by CoderZ itself, CoderZ shall also be considered the Supplier for the purpose of this EULA/SaaS.

By using the Software including as a service as defined below (“SaaS”) or any other configuration, you agree to be bound by the provisions of this License.

By agreeing to be bound by this EULA, you further agree that your employees, contractors, consultants, affiliates, partners, end users and cooperators, as well as any person you authorize to use the Software including for SaaS, will also comply with the provision of this EULA.

  1. Scope and License and Software as a Service

    A. This EULA shall apply to the Software and/or Software as a Service, including without limitations all past and future modifications, enhancements, additions, updates, upgrades, add-ons, patches, and versions.

  2. Software as a Service (SaaS)

    A. CoderZ or its affiliates provide certain services, through a cloud-based environment, with regard to Software, which may constitute, including without limitation, uploading of updates, insertion of add-ons, and otherwise altering the Software as a service. It is hereby made clear that SaaS shall not impose upon CoderZ any responsibility with regard to any maintenance and support services, including the Services, and without derogating from the generality of Section 3 of this EULA, Supplier shall be your sole point of contact also with regard to SaaS.

    B. Without derogating from the generality of Section 1.1 of this EULA, any changes made to Software as result of SaaS shall be governed by this EULA.

    C. Without derogating from the generality of Section 7, CoderZ or its affiliates shall not be liable towards you in any way in connection with SaaS.
    (both, Software and SaaS shall be referred as: the “Software”)

    D. You are hereby granted, for the term of this EULA, a limited, non-exclusive, revocable license to install and use a single instance of the Software;

    E. If you have multiple license numbers for the Software, you may use only as many copies of the Software as you have purchased license and receive different number.
    If the Software is used by multiple clients, you must ensure that the number of clients does not exceed the number of clients you have obtained as part of the license, or you will be in breach of this EULA.

    F. If you purchased and downloaded the software online, you may use only one copy of the media.

    G. Without derogating from the generality of the above, you may not:
    • Reverse engineer, decompile, or disassemble the Software, or otherwise attempt to discover any code, algorithms, or other proprietary rights embedded in or related to the Software, by any means whatsoever, nor shall it permit any other person to do so or attempt to do so;
    • Publish, copy, sell, reassign, sublicense, lease, lend, or otherwise transfer the Software to any other party;
    • Use or virtualize features of the Software separately;
    • Modify the Software or create any derivative work of Software, including without limitation with regard to its Source Code and the documentations, or alter any files or libraries in any portion of the Software;
    • Work around any technical restrictions or limitations in the Software;
    • When using internet-based features you may not use those features in any way that could interfere with anyone else’s use of them, or to try to gain access to or use any service, data, account, or network, in an unauthorized manner.
    • Use the Software in any manner that violates any export license limitations that apply to the Software (if any).
  3. Source Code

    Nothing in this EULA shall give to you, or any other person any right to access or use the Source Code or constitute any license of the Source Code. “Source Code”: Software code (or any part thereof) in human-readable form, including code compiled to create the Software or decompiled from the Software.

  4. Maintenance and Support Services

    A. Following your purchase of the Software, you are entitled to receive from Supplier maintenance and support services for the Software during the license or subscription period in accordance with the terms and conditions agreed between yourself and Supplier (the “Services“).

    B. In order to receive Services for the Software you will be responsible, among other things, to: enable (whenever possible) remote diagnostics, locate the malfunctioning component and identify the defect; be available for on-call support; perform system and database administration, including changes and other updates to the Software configuration as recommended by CoderZ from time to time; perform system back-up and restore, as required; installing, configuring and maintaining the latest antivirus; assist in analyzing system alarms, and provide traces to Supplier and/or CoderZ support personnel upon request.

    C. You may not receive any type of maintenance and support services for the Software from any party other than the Supplier or CoderZ.

    D. It is hereby made clear that Supplier shall be your sole point of contact on all matters regarding the Services, and that neither CoderZ nor any of its affiliates, shall ever be obliged to provide you with any type of maintenance and support services, including the Services; you irrevocably and forever waive any claim against CoderZ and its affiliates with regard to the Services, including regarding quality, availability, and diligence thereof.

    E. Without in any way derogating from the provisions of this section 3 and section 6 and 7 below, it is clarified that the Services shall not include repair of any damages, defects, or non-conformities caused by (i) use of the Software in violation of this EULA or in a manner inconsistent with the documentation provided with the Software or the Term of Use as published in CoderZ site and as amended from time to time ; (ii) any failure to follow CoderZ’s installation, operation or maintenance instructions; (iii) failure to permit CoderZ or anyone on its behalf timely access, remote or otherwise, to Software; (iv) failure to implement all new updates to Software; (vi)) Software that had been serviced or modified by a party other than the Supplier.

    F. Without derogating from the generality of the provisions of Section 7 of this EULA, you shall defend and hold CoderZ and its affiliates harmless from and against any claims, damages, losses liabilities or expenses incurred by you and/or anyone on your behalf in connection with the Software and the Services.

  5. Retention of Intellectual Property Rights

    Notwithstanding anything to the contrary, you shall not, by mean of this EULA or any other agreement entered by you with regard to Software, including any agreement you may have entered, or will enter, with Supplier; gain any rights in the Software, documentation, or any other proprietary Intellectual Property of CoderZ , other than the rights granted to you according to Section 1 of this EULA and SaaS.
    “Intellectual Property” shall mean all present and future intellectual property rights, including patents, copyrights, confidential information, rights in designs, know-how, data trademarks, service marks, trade and business names, domain names, trade secrets and any other similar rights in any country, whether registered or not and including all applications for such rights, throughout the world, including all extensions and renewals, and all books and records describing or used in connection with any of the foregoing.

  6. Warranties

    A. It is hereby made clear that any warranty or representation made to you regarding the Software is not in any way made or sanctioned by, or given with the permission or support of, CoderZ. Responsibility to any warranty or representation provided by Supplier, anyone on its behalf, or any other party, rests entirely with them.

    B. The Software is provided on an “as-is” basis. Without derogating from the generality of the aforementioned, CoderZ makes no representations or warranties of any kind, expressed or implied, as to the viability, commercial or otherwise, or fitness, of the Software for any purpose, the operation of the Software or the information, content, materials, products or services included on or otherwise made available to you through the Software.

    C. CoderZ reserves the right to change and/or improve the Software, issue enhancements, additional modules, updates or upgrades, at any time at its sole discretion.

  7. Limitation of Liability and Indemnification

    A. It is hereby made clear that CoderZ or any of its affiliates shall not be liable towards you or anyone on your behalf with regard to claims, damages, losses liabilities or expenses incurred by you or anyone on your behalf in connection with the Software or Services thereof. In the event any competent court determines otherwise, CoderZ’s total liability shall not exceed 100% of the amount of the license or subscription fee paid by the Supplier for the use of Software during the last 12 months before the claim.

    B. Without derogating from the provisions of section 7.1, it is hereby made clear that CoderZ or any of its affiliates shall not be liable towards you, or anyone on your behalf, with regard to any indirect, consequential or incidental damages, including any loss of profit, revenues, goodwill, business opportunities or other economic loss (in each case whether the loss is direct or indirect), incurred by you or anyone on your behalf in connection with the Software or Services thereof.

    C. All rights and benefits of CoderZ under this EULA shall apply equally to the owners of any third party software included in the Software and its licensors, if any, (collectively, the “Third Parties”) with respect to the Third Party software. This EULA and SaaS shall be interpreted as a Contract for the benefit of a Third Party,and the provisions of this EULA relating to the Software are made expressly for the benefit of, and are enforceable by, the Third Parties. CODERZ shall not bear any liability and/or warranty in terms of, or in relation to Third Parties’ software.

  8. Term and Termination

    A. This EULA shall be in force indefinitely, as of the expression by you of your agreement to be bound by it, as provided in the preamble of this EULA, and as for SaaS – it is limited to the subscription period and subject to the payment fees of the end user for it. Notwithstanding the indefinite nature of this EULA, this EULA shall terminate automatically upon any of the following events:
    • You performed any action, or attempted to perform any action, that constitutes a breach of the terms of your license, including without limitations as specifically detailed in Section 1 of this EULA.
    • The agreement between you and the Supplier was terminated for any reason.

      B. Any agreement entered by you and Supplier may never derogate from any of the provisions in this Section 8.
  9. Effect of Termination

    A. Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect: 2, 5, 6, 7.

    B. Immediately upon termination of this EULA, any access shall be automatically null and promptly return to CoderZ.

  10. Privacy

    Software may collect information in the course of its regular operation. This may include personally identifiable information as well as anonymous or aggregate information about the use of the Software. In the framework of this EULA, and without derogating from the provisions of section 7, you give your consent to such collection of information, and CoderZ warrants that such information shall be used in a manner consistent with the law.

  11. Miscellaneous

    A. This EULA is governed by and construed in accordance with the internal substantive laws of the State of New Hampshire, without respect to its conflict of laws principles. The competent Courts of Nashua, New Hampshire shall have the exclusive jurisdiction with respect to any matter relating to disputes concerning this Agreement. The United Nations Convention on the International Sale of Goods shall not govern or otherwise apply to the transactions contemplated under this Agreement.

    B. You acknowledge and agree that any breach of this EULA may cause CoderZ substantial harm that could not be remedied by payment of damages alone. Accordingly, CoderZ will be entitled to seek provisional remedies in any Court of competent jurisdiction (including but not limited to preliminary and/or permanent injunctive relief) at any time and in addition to all other remedies available to it for such breach.

    C. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other or subsequent right or remedy.