Copyright © 2021, 2022 Codenotary Inc. All rights reserved.
TERMS OF SERVICE
Codenotary Services Agreement
Codenotary Subscription Agreement
Codenotary Trustcenter® Subscription Agreement
Metrics and Logs Perpetual Agreement
Codenotary Services Agreement
Codenotary Service Agreement
These are the Terms and Conditions (“Terms”) that apply to the use of the Codenotary Website and Services (https://codenotary.com) (together with all associated website linked to such website by Codenotary Inc., its subsidiaries and affiliated companies).
Please read them carefully because the Terms, together with Codenotary Privacy Statement located at https://codenotary.com/privacy-statement (“Privacy Statement”), form a legal contract (“agreement”) between you (either an individual or a legal entity) and Codenotary Inc., with its principal office at 6750 West Loop South, Suite 845, 77401 Bellaire, TX (“Codenotary”) (each a “Party” and together, the “Parties”) for the use of the Codenotary Website and Services (“Services”).
By using the Services you are irrevocably agreeing to all the terms and conditions of the agreement. If you do not agree with any of the terms and conditions in the agreement, you may not use the Services.
Codenotary reserves the right to change, update, add or remove provisions of these Terms, at any time by posting the updated Terms on the Services, along with a notice of the effective date of the updated Terms. By using the Services after Codenotary has updated the Terms, you are agreeing to all of the updated Terms. If you do not agree with any of the updated Terms, your only recourse will be to stop using the Services.
Updated: October 25th 2021
1. Subject Matter
Subject matter of this Agreement is the provision of the Services by Codenotary and the use of such Services by you.
2. Eligibility
By using the Services, you represent that you are 18 years of age or older, or if you are between the ages of 13 and 18, that you are using the Services with the permission of your parent or legal guardian, or that you are an emancipated minor between the ages of 13 and 18. If you are a parent or legal guardian who is registering for a child, you hereby agree to bind your child to the Agreement and to fully indemnify and hold harmless Codenotary if your child breaches or disaffirms any term or condition of the Agreement. If you are using this Services on behalf of an entity, you represent that you are authorized to legally bind such entity to the Agreement. If Codenotary believes that you do not meet any of these requirements Codenotary may immediately terminate your use of the Services. If you are under the age of 13 years old, you may not use the Services.
3. User Conduct
You may not engage in any of the following prohibited activities:
- copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
- using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services;
- transmitting spam, chain letters, or other unsolicited emails;
- attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services;
- taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on the Services infrastructure;
- uploading invalid data, viruses, worms, or other software agents through the Services;
- collecting or harvesting any personally identifiable information, including account names, from the Services;
- using the Services for any commercial solicitation purposes;
- impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
- interfering with the proper working of the Services;
- accessing any content on the Services through any technology or means other than those provided or authorized by Codenotary;
- bypassing the measures that we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
4. Per Account License
The Services are licensed per Account. This means that each Account being created must be licensed in acquiring a respective subscription for Codenotary. You may use the Services on any computer, as long as the use of the Services is fully licensed.
5. Provision of the Services
Codenotary will provide the Services in regard to any active subscription which you have acquired and maintain. The specifications, functionalities, requirements, service levels and availability of each subscription are described and defined on the web page provided by Codenotary for the respective subscription. Codenotary may – to a reasonable extent – change such specifications, functionalities, requirements, service levels, and availability unilaterally by giving you notice either on Codenotary’s online portal or by e-mail to the address registered for your user account.
The Services are provided at the router of Codenotary’s data center. Any costs for the telecommunication connection are borne by you and are not included in the subscription fee. Codenotary is therefore not responsible if the Services are unavailable due to connection failures or interruptions.
6. Use of the Services
You are granted the non-exclusive, non-transferable right to use the Services for your internal purposes and in compliance with this Agreement for the duration of your active and paid subscription. The Services may only be used in connection with the online and command line interface provided by Codenotary accessible with standard web browsers and shell/command prompt complying with the then current requirements as outlined by Codenotary on the corresponding web page. This Agreement does not entitle you to access the software used for the provision of the Services in any other way nor does it entitle you to a copy of such software. Any software that might be provided by Codenotary for the use of the Services may only be used in compliance with this Agreement and in combination with the Services, solely to the extent required to use the Services.
Any illegal use of the Services or use for illegal purposes is strictly prohibited. You acknowledge to fully indemnify Codenotary for any costs and liabilities resulting from any illegal use of the Services by you or through your subscription or account. Codenotary may delete any data that is illegal or that Codenotary suspects to be illegal without notice.
You agree to keep your password confidential and to protect it from unauthorized access by third parties. You remain fully responsible for any actions taken through your account.
You may copy or print any documentation provided by Codenotary online for an active subscription for the purpose of using the Services, provided that you do not remove any copyright notices and that you limit the number of copies to a reasonable amount. A subscription does not entitle you to a printed copy of the respective documentation.
In case of material breaches of these license terms by you or through your subscription or account, Codenotary is authorized at its own discretion to block any access to your account indefinitely.
7. Data Storage
Codenotary will provide you with the data storage capacity for use with the Services as determined by your active subscription(s). Depending on the type of your subscription, Codenotary might only store such parts of the data uploaded by you that are required for the respective Services. Data storage provided by Codenotary may not be used for backup purposes. You are solely responsible to back up your data on your own system. If any data is lost on Codenotary servers, Codenotary shall not be responsible to recover any data and Codenotary shall not liable for any costs incurred to you for restoring the data on Codenotary servers.
Codenotary is not responsible for the quality of the stored data. You agree to only upload data from computers that are protected by a state of the art anti-virus program and to scan the data to be uploaded for viruses and other malware prior to any upload.
Data storage is provided to you by Codenotary on a “fair use” basis, meaning that the data storage is limited to ten times the amount of the average data storage usage for the respective subscription type. If your data storage quota is reached, Codenotary will contact you to negotiate an up pricing or a limitation of your data storage quota.
Codenotary will not delete any data associated with an active subscription. When a subscription is about to expire or terminate, you are responsible to download any data stored before the expiration or termination of the subscription. After expiration or termination of any subscription, Codenotary is authorized to delete any data associated with the expired subscription after 10 days of the subscription’s expiration or termination.
You expressly agree that any data uploaded by you may be stored by Codenotary i) on any third party provider system, ii) in a shared environment (e.g. cloud architecture) and iii) without any restrictions in regards to the country where such data is stored.
Codenotary is fully committed to the security and privacy of your uploaded data: a) all file data and metadata transmissions occur over an encrypted channel (HTTPS/SSL); b) all files stored on Codenotary servers are encrypted (AES-256); c) the Codenotary website includes state-of-the-art features against external attacks and intrusion; and d) the online access to your data requires your username and password, subject to the provisions of section 6 of this Agreement.
8. Data Sharing
Depending on the type of subscription, the Services may include the possibility to share stored data with other users. In that case, you are given the option to share certain data with other users. Should you make use of this option by selecting the respective settings, Codenotary is authorized to grant the selected user(s) access to your data. You are solely responsible for keeping the online settings of your account up to date.
9. Re-Use of Data by Codenotary
You expressly agree that Codenotary may include your uploaded data in its internal statistics and analysis databases and to freely use such data, including for the provision of services to other customers of Codenotary. However, any such data or parts thereof disclosed to any third parties (other than employees or subcontractors of Codenotary) shall not be identifiable as your data, except as provided in section 6 of this Agreement. Codenotary’s right to use uploaded data as specified herein shall not be limited to the duration of an active subscription and shall also extend to any data subsequently deleted by you, except to the extent that you expressly instruct Codenotary to delete all copies of your personal data or parts thereof.
10. Subscription Fees
Codenotary will provide subscriptions either for free (hereinafter “Free Subscription”) or for a subscription fee as listed by Codenotary online at the time of conclusion of such a subscription (hereinafter “Paid Subscription”). Services for Paid Subscriptions will only be provided after payment of such subscription fees according to the chosen payment plan, including the selected billing cycle. The initial subscription fee shall be due immediately after signing up for the respective subscription and any recurring subscription fees shall be due at the last day of the preceding billing cycle. In case of multi-year subscriptions, the subscription fee for the first year of the subscription shall be due immediately after signing up for the respective subscription and the fees for the remaining subscription years shall be due on an annual basis to the end of the respective subscription year. Notwithstanding the aforementioned provision regarding invoicing of multi-year subscriptions, if you are subscribing to a multi-year subscription, Codenotary is irrevocably entitled to the fees for the whole duration of the subscription. Codenotary may convert a Free Subscription into a Paid Subscription at any time. Subscribing to a Free Subscription does not grant you the right to use the associated Services indefinitely.
If you are paying by credit card, you agree that Codenotary may i) store your credit card data and ii) automatically issue payment of subscription fees at the respective due date by using such stored credit card data. In case of non-payment of any due subscription fees, Codenotary may block any access to the Services until payment is received.
11. Copyright and Ownership
The software used for the provision of the Services is owned by or licensed to Codenotary and is protected by copyright laws and international treaty provisions. You acquire only the non-exclusive right to use the Services as permitted herein and do not acquire any other rights (e.g. ownership in the software used).
12. Maintenance
Free Subscriptions are provided without any maintenance services. Codenotary maintenance services for Paid Subscriptions (“Maintenance”) consist of updates, patches, and fixes to the software used to provide the respective Services, when and if they become available, and e-mail support. Any updates, patches, fixes or other items provided as a part of Maintenance will automatically be licensed to you under this Agreement. Codenotary will provide e-mail support on a best effort basis only. Any further warranty regarding Maintenance is expressly excluded.
13. Limited Warranty
Free Subscriptions are provided “as is” without any warranties of any kind. For Paid Subscriptions, Codenotary warrants that the Services will perform substantially in accordance with the documentation when used under the recommended configuration. Non-substantial variation of performance from the documentation does not establish a warranty right. Codenotary does not warrant that the Services are free from any error, that they will operate without interruption or that they will be compatible with any configuration. All warranty claims must be made within ninety (90) days of the conclusion of the affected subscription. If the Services do not perform as warranted, the entire liability of Codenotary and your exclusive remedy shall be limited to either, at Codenotary’s option, the replacement of the Services or the refund of the subscription fees paid to Codenotary for the affected Services. THIS LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY CodeNotary AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR CodeNotary’s BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY CodeNotary PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
14. Limitation of Liability
TO THE EXTENT ALLOWED BY LAW, Codenotary SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF Codenotary HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Duration / Termination
This Agreement and your license to use the respective Services including Multi-year subscriptions shall commence with the day of the conclusion of a subscription, shall be effective for one year and shall be renewed automatically for one additional year unless it is terminated by you or by Codenotary by giving a written notice 30 days prior to the date of ending. Renewed subscriptions shall be valid and active at the subscription fees applicable at the time of renewal. Codenotary may at its own discretion terminate Free Subscriptions at any time by giving you notice. Codenotary may furthermore immediately terminate any Paid Subscriptions by giving you such notice if you breach any of your obligations set out in this Agreement. Upon termination, you shall cease using the affected Services and Codenotary will block your access to such Services. As agreed in section 5 of this Agreement, you are solely responsible for the retrieval of any data uploaded to Codenotary servers and Codenotary shall not be obliged to deliver or transfer any data to you at the expiration or termination of a subscription. You acknowledge that, independent of the reasons for the termination of this Agreement, any reimbursement for fees paid by you to Codenotary in regards to the subject matter of this Agreement is excluded. All disclaimers of warranties and limitations of liability shall survive any termination of any subscriptions.
16. Export
You agree to fully comply with all applicable laws and regulations regarding export restrictions (“Export Laws”) to assure that neither the Services nor any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical or biological weapons production.
17. Notices
Unless stated otherwise in this Agreement, any notices under this Agreement shall be made in writing or by e-mail to the address registered for your account (in case of a notice to you) or the address listed on the applicable web page of CodeNotary (in case of a notice to Codenotary).
18. Non-Assignment
You are not allowed to assign your account or any subscription to any third party without Codenotary’s prior written consent.
19. Data Privacy
You acknowledge that the provision of the Services may require the collection and processing of personal data concerning you as an individual or legal entity. You agree that Codenotary may use such data only in connection with its business relationship to you and to transfer or disclose collected data for purposes of this agreement to any third parties concerned with the fulfillment of this Agreement. Codenotary will not actively transfer your personal data to any other third parties. Codenotary is not responsible for any data uploaded by you for use with the Services and shall not be considered the owner of any such data for the purpose of data protection laws. You confirm that any data uploaded to Codenotary has been collected and processed in accordance with the applicable data protection laws and that sharing such data with Codenotary or other users is equally compliant. You shall fully indemnify Codenotary for any costs and liabilities resulting from a breach of applicable data protection laws.
This website uses Google Analytics, a web analytics service provided by Google, Inc. (“Google”). Google Analytics uses “cookies”, which are text files placed on your computer, to help the website analyze how users use the site. The information generated by the cookie about your use of the website (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of the website, compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your browser, however, please note that if you do this you may not be able to use the full functionality of this website. By using this website, you consent to the processing of data about you by Google in the manner and for the purposes set out above.
20. Complete Agreement; Governing Law; Jurisdiction
This Agreement will be governed by the laws of the State of Texas, without regard to its conflict of laws principles. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the International Sale of Goods or any laws based on the Uniform Computer Information Transactions Act (UCITA). All suits hereunder will be brought solely in Federal Court for the Southern District of Texas, or if that court lacks subject matter jurisdiction, in any Texas State Court located in Harris County. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any such action or proceeding in any of such courts based upon any alleged lack of personal jurisdiction, improper venue, forum nonconveniens or any similar claim or defense.
Codenotary Subscription Agreement
Codenotary Subscription Agreement
IMPORTANT – READ CAREFULLY: This Subscription Agreement (hereinafter the “Agreement”) is a legal agreement between you (either an individual or a legal entity) and Codenotary Inc for the provision of the services as set forth in Section 1 (collectively the “Services”). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY USING THE SERVICES. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
Updated: June 28th 2022
1. Subject Matter
Subject matter of this Agreement is the provision of the Services by Codenotary Inc and the use of such Services by you. The software applications that Codenotary Inc provides to you (collectively the “Software”) are for installation and deployment within your own environment. The Codenotary Install can only be used through the initial term set forth in the Service Order.
Your Service Order sets forth the Services subscribed to hereunder and such applicable payment terms and technical configurations and requirements. “Service Order” means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Codenotary Inc from time to time. All Service Orders shall be deemed incorporated herein by reference.
2. Per VMware ESXi or other Host License
The Codenotary Software is licensed per VMware ESXi or other Host. This means that each Host being analyzed by the Software must be licensed in acquiring a respective subscription from Codenotary Inc. All installations are licensed the same way as mentioned in the Service Order; Once you have reached the maximum licensed capacity or you have reached the maximum licensed number of Hosts, you may bring your license back into compliance by reducing the size of the managed capacity. If you desire to acquire additional capacity OR additional clusters for the Software Install, you may purchase additional capacity from Codenotary Inc. As all Codenotary Services connect to one or multiple management systems, all managed Hosts within the management system need to be licensed. You may use the Software on any computer, as long as the use of the Services is fully licensed. Additional licensing might be necessary for extensions like storage systems or operating systems.
3. Provision of the Services and Deployment
Codenotary Inc will provide the Services in regard to any active subscription which you have acquired and maintain. The specifications, functionalities, requirements, service levels and availability of each subscription for Codenotary Services are described and defined on the web page provided by Codenotary Inc for the respective subscription. Codenotary Inc may – to a reasonable extent – change such non-material specifications, functionalities, requirements, unilaterally by giving you notice either on Codenotary Inc’s website or by e-mail to the address registered for your user account, to the extent these do not materially reduce the functionalities of the Services.
The Codenotary Software is provided by Codenotary Inc by delivering to you the applicable media or download and configure within your environment.
4. Use of the Services
You are granted the non-exclusive, non-transferable (except as otherwise set forth herein) right to use the Services for your internal purposes and/or for your end customer’s internal purpose in compliance with this Agreement for the duration of your active and paid subscription. The Codenotary Software may only be used in conjunction with plug-ins, software development kits and Application Programming Interface calls provided by Codenotary Inc and through the web interface accessible with supported web browsers (such as Google Chrome, Microsoft Explorer, Safari and Firefox) complying with the then current requirements as outlined by Codenotary Inc on the corresponding web page. This Agreement does not entitle you to access the software used for the provision of the Services in any other way nor does it entitle you to a copy of such Software. Any other software that might be provided by Codenotary Inc for the use of the Services may only be used in compliance with this Agreement and in combination with the Services, solely to the extent required to use the Services.
Any use of the Services for illegal or criminal purposes or otherwise in violation of applicable law is strictly prohibited. You acknowledge to fully indemnify Codenotary Inc for any costs and liabilities resulting from any illegal use of the Services by you or through your subscription or account. To the extent Codenotary Inc becomes aware that your data, in Codenotary Inc’s reasonable discretion, is in violation of this Agreement or any applicable law, Codenotary Inc may immediately refuse any further support.
You agree to keep the administration password for the Codenotary Software confidential and to protect it from unauthorized access by third parties. You remain fully responsible for any actions taken through your account.
You may copy or print any documentation provided by Codenotary Inc online for an active subscription for the purpose of using the Services, provided that you do not remove any copyright notices and that you limit the number of copies to a reasonable amount. A subscription does not entitle you to a printed copy of the respective documentation.
In case of material breaches remaining uncured for thirty (30) days of notice of such breach of these license terms by you or through your subscription or account, Codenotary Inc is authorized at its own discretion to block any access to your account indefinitely.
5. Subscription Fees
Codenotary Inc will provide subscriptions either for free (hereinafter “Free Subscription”) or for a subscription fee as listed by the Codenotary Inc website or in writing at the time of conclusion of such a subscription (hereinafter “Paid Subscription”). Services for Paid Subscriptions will only be provided after payment of such subscription fees according to the chosen payment plan, including the selected billing cycle. The initial subscription fee shall be due immediately after signing up for the respective subscription and any recurring subscription fees shall be due at the last day of the preceding billing cycle. In case of multi-year annual subscriptions, the subscription fee for the whole duration of the subscription shall be due immediately after signing up for the respective subscription. Notwithstanding the aforementioned provision regarding invoicing of multi-year subscriptions, if you are subscribing to a multi-year subscription, Codenotary Inc is irrevocably entitled to the fees for the whole duration of the subscription. Codenotary Inc may convert a Free Subscription into a Paid Subscription at any time. Subscribing to a Free Subscription does not grant you the right to use the associated Services indefinitely.
If you are paying by credit card, you agree that Codenotary Inc may i) store your credit card data and ii) automatically issue payment of subscription fees at the respective due date by using such stored credit card data. In case of non-payment of any due subscription fees, Codenotary Inc may block any access to some of the online services, until payment is received. Payment shall be made within thirty (30) days from the date of receipt of valid and correct invoice from Codenotary Inc.
6. Copyright and Ownership
The software used for the provision of the Services is owned by or licensed to Codenotary Inc and is protected by copyright laws and international treaty provisions. You acquire only the non-exclusive right to use the Services as permitted herein and do not acquire any other rights (e.g. ownership in the Software used).
7. Maintenance
Free Subscriptions are provided without any maintenance services. Codenotary Inc maintenance services for Paid Subscriptions (“Maintenance”) consist of updates, patches, and fixes to the Software used to provide the respective Services, when and if they become available, and e-mail support. Any updates, patches, fixes, or other items provided as a part of Maintenance will automatically be licensed to you under this Agreement. Codenotary Inc will provide e-mail support on a best effort basis only. Any further warranty regarding Maintenance is expressly excluded.
8. Limited Warranty
Free Subscriptions are provided “as is” without any warranties of any kind. For Paid Subscriptions, Codenotary Inc warrants that the Services will perform substantially in accordance with the documentation when used under the recommended configuration. Non-substantial variation of performance from the documentation, which does not materially affect the performance of the Services, does not establish a warranty right. Codenotary Inc does not warrant that the Services are free from any error, that they will operate without interruption or that they will be compatible with any configuration. All warranty claims must be made within ninety (90) days of the conclusion of the affected subscription.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY CODENOTAY INC AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR CODENOTAY INC BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY CODENOTARY INC PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
9. Limitation of Liability
TO THE EXTENT ALLOWED BY LAW, CODENOTAY INC SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF CODENOTARY INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CODENOTAY INC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES PAID TO CODENOTARY INC BY YOU FOR USE OF THE SERVICES DURING THE PRECEDING TWELVE MONTHS PERIOD.
10. Confidential Information
By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement, and all information clearly identified as confidential.
A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party.
The parties agree to hold each other’s Confidential Information in confidence during the term of this Agreement and for a period of three (3) years after termination of this Agreement. The parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement.
11. Indemnity
(A) Codenotary Inc shall (i) at its own expense defend you, its officers, directors, employees, agents, and customers (“Indemnified Parties”) against any third party claim (a “Claim”) that the Services infringe any copyright or trademark, or patent that is enforceable and shall (ii) indemnify the Indemnified Parties from any damages, awards and expenses (including reasonable attorney’s fees) from such a claim.
(B) The indemnification obligations hereunder are conditioned upon the party seeking indemnification (i) giving the indemnifying party prompt written notice of any claim, action, suit, or proceeding; (ii) granting complete control of the defense to the indemnifying party; and (iii) reasonably cooperating with indemnifying party at the indemnifying party’s expense. In the event that Codenotary Inc determines a risk of an infringement, at Codenotary Inc’s option and expense, Codenotary Inc may replace or modify the Services with substantially equivalent services or replacement services so that the Services are no longer infringing or obtain for you the right to continue using the Services. If Codenotary Inc determines that none of these alternatives are commercially reasonable, Codenotary Inc may cancel the applicable Service and reimburse you for any prepaid but unused Services as of the date of termination.
12. Duration / Termination
This Agreement and your license to use the respective Services including multi-year subscriptions shall commence with the day of the conclusion of a subscription, shall be effective for one year and shall be renewed automatically for one additional year unless it is terminated by you or by Codenotary Inc by giving a written notice sixty (60) days prior to the date of ending. Renewed subscriptions shall be valid and active at the subscription fees applicable at the time of renewal. Codenotary Inc may at its own discretion terminate Free Subscriptions at any time by giving you notice. Codenotary Inc may furthermore immediately terminate any Paid Subscriptions by giving you thirty (30) days notice to cure material breach of your obligations set out in this Agreement. Upon termination, you shall cease using the affected Services and Codenotary Inc will block your access to such Services. As agreed in section 5 of this Agreement, you are solely responsible for the retrieval of any data uploaded to Codenotary Inc servers and Codenotary Inc shall not be obliged to deliver or transfer any data to you at the expiration or termination of a subscription. You acknowledge that, independent of the reasons for the termination of this Agreement, any reimbursement for fees paid by you to Codenotary Inc in regard to the subject matter of this Agreement is excluded. All disclaimers of warranties and limitations of liability shall survive for a period of two (2) years from any termination or expiration of any subscriptions.
13. Export
You agree to fully comply with all applicable laws and regulations regarding export restrictions (“Export Laws”) to assure that neither the Services nor any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons production.
14. Notices
Unless stated otherwise in this Agreement, any notices under this Agreement shall be made in writing or by e-mail to the address registered for your account (in case of a notice to you) or the address listed on the applicable web page of Codenotary Inc (in case of a notice to Codenotary Inc).
15. Non-Solicitation
During the Term and for a period of two (2) years after the termination of this Agreement, neither party shall, by direct or indirect means, solicit the employment of any person who was involved in the delivery or receipt of the Services hereunder or the execution of this Agreement, and (a) who at the time of such solicitation is then working for the other party or (b) who within six (6) months prior to such solicitation had worked for that other party.
16. Non-Assignment
You are not allowed to assign your account or any subscription to any third party without Codenotary Inc’s prior written consent.
17. Data Privacy
You acknowledge that the use of Codenotary Services may require the collection and processing of personal data concerning you as an individual or legal entity. You agree that Codenotary Inc may use such data only in connection with its business relationship to you and to transfer or disclose collected data for purposes of this Agreement to any third parties concerned with the fulfillment of this Agreement, in the United States, Austria, or abroad. Codenotary Inc will not actively transfer your personal data to any other third parties. Codenotary Inc is not responsible for any data uploaded by you for use of the Codenotary Software and shall not be considered owner of any such data for the purpose of data protection laws. You confirm that any data stored inside Codenotary Inc has been collected and processed in accordance with the applicable data protection laws and that sharing such data with Codenotary Inc or other users is equally compliant. You shall fully indemnify Codenotary Inc for any costs and liabilities resulting from a breach of applicable data protection laws.
This Codenotary Inc website(s) or any of its affiliate’s websites use Google Analytics, a web analytics service provided by Google, Inc. (“Google”). Google Analytics uses “Cookies”, which are text files placed on your computer, to help the website analyze how users use the site. The information generated by the Cookie about your use of the website (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of the website, compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your browser, however, please note that if you do this you may not be able to use the full functionality of this website. By using this website, you consent to the processing of data about you by Google in the manner and for the purposes set out above.
18. Complete Agreement; Governing Law; Jurisdiction
This Agreement constitutes the complete agreement between the parties with respect to the Services and is governed by the laws of the State of Texas (other than its conflict of law provisions). The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not be applicable. Place of jurisdiction shall be Houston, TX, USA.
19. Severability
If any part of this Agreement is held to be unenforceable, in whole or in part, such holding shall not affect the validity of the other parts of the Agreement.
20. Waiver
The waiver of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.
21. Entire Agreement
Any amendment or modification to the Agreement must be in writing signed by both parties. This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. Each of the parties has caused this Agreement to be executed by its duly authorized representatives and shall be effective as of the date when last signed by a party.
Codenotary Trustcenter® Subscription Agreement
Codenotary Trustcenter® Subscription Agreement
IMPORTANT — READ CAREFULLY: This Subscription Agreement (hereinafter the “Agreement”) is a legal agreement between you (either an individual or a legal entity) and CodeNotary Inc for the provision of the services as set forth in Section 1(collectively the “Services”). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY USING THE SERVICES. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
- Subject Matter. Subject matter of this Agreement is the provision of the Services by Codenotary Inc and the use of such Services by you over the internet. The Services may include the following:1.1 Codenotary Trustcenter®, i.e. Codenotary Inc’s suite of immutable data software solutions provided to you for installation and deployment within your own environment. Codenotary Trustcenter® can only be used through the initial term set forth in the Purchase Order signed by you, in accordance with the cryptographic License Key provided to you. 1.2 Your Purchase Order sets forth the Product and/or Services subscribed to hereunder and such applicable payment terms and technical configurations and requirements. “Purchase Order” means the Codenotary Inc standard ordering document, or any conforming ordering document issued by you for purchases hereunder, including addenda thereto, that are entered into between You and Codenotary Inc from time to time. All Purchase Orders shall be deemed incorporated herein by reference.
- Per Codenotary Trustcenter® Instance License. Codenotary Trustcenter® products are licensed per running instance. An “instance” as a single occurrence of an operating system (physical or virtual) running an application which links to or otherwise incorporates Codenotary Trustcenter® software. Licenses are bound to the purchased instance and can’t be used in roaming environments or transferred between different instances running concurrently. Our instance-based licenses allow you to install Codenotary Trustcenter® software on a hosted platform. The instance count will depend on the scope of your requirements. The pricing for this license is based on the specific number of instances that your company installs, ensuring you only pay for what you use. Please note that we distribute one license per instance, in accordance with the Purchase Order. Should you desire to acquire additional instances, you will be required to issue a new Purchase Order for the additional instance(s). Additional licensing might be necessary for Codenotary Trustcenter® increased number of ledgers, plug-ins, and extensions.
- Provision of the Services and Deployment. Codenotary Inc will provide the Services in regard to any active subscription which you have acquired and maintain. The specifications, functionalities, requirements, service levels and availability of each subscription for Codenotary Trustcenter® software are described and defined on the web page provided by Codenotary Inc for the respective subscription. Codenotary Inc may — to a reasonable extent — change such non-material specifications, functionalities, requirements, unilaterally by giving you notice either on Codenotary Inc’s web site or by e-mail to the address registered for your user account, to the extent these do not materially reduce the functionalities of the Services.
Codenotary Trustcenter® software is provided by Codenotary Inc by delivering to you the applicable media or download and configure within your environment.
- Use of the Services. You are granted the non-exclusive, non-transferable (except as otherwise set forth herein) right to use the Services for your internal purposes and/or for your end customer’s internal purpose in compliance with this Agreement for the duration of your active and paid subscription. Codenotary Trustcenter® software may only be used in conjunction with plug-ins, software development kits and Application Programming Interface calls provided by Codenotary Inc and through the web interface accessible with supported web browsers (such as Google Chrome, Microsoft Explorer, Safari and Firefox) complying with the then current requirements as outlined by Codenotary Inc on the corresponding web page. This Agreement does not entitle you to access the software used for the provision of the Services in any other way nor does it entitle you to a copy of such software. Any other software that might be provided by Codenotary Inc for the use of the Services may only be used in compliance with this Agreement and in combination with the Services, solely to the extent required to use the Services.
Any use of the Codenotary Trustcenter® for illegal or criminal purposes or otherwise in violation of applicable law is strictly prohibited. You acknowledge to fully indemnify Codenotary Inc for any costs and liabilities resulting from any illegal use of the Services by you or through your subscription or account. To the extent Codenotary Inc becomes aware that your data, in Codenotary Inc’s reasonable discretion, is in violation of this Agreement or any applicable law, Codenotary Inc may immediately refused any further support and block access to the Codenotary Inc distributed ledger platform, suspend or terminate your use of Codenotary Ledger Compliance, delete or remove such data from the Codenotary Inc distributed ledger platform, or take any other action Codenotary Inc deems appropriate. Codenotary Inc may immediately suspend or terminate your use of Codenotary Trustcenter® without notice, in instances where such continued use would have a material adverse effect on Codenotary Inc. You agree to keep the administration password for the Codenotary Trustcenter software confidential and to protect it from unauthorized access by third parties. You remain fully responsible for any actions taken through your account. You may copy or print any documentation provided by Codenotary Inc online for an active subscription for the purpose of using the Services, provided that you do not remove any copyright notices and that you limit the number of copies to a reasonable amount. A subscription does not entitle you to a printed copy of the respective documentation. In case of material breaches remaining uncured for thirty (30) days of notice of such breach of these license terms by you or through your subscription or account, Codenotary Inc is authorized at its own discretion to block any access to your account indefinitely.
- Data Storage. You will provide adequate quality and speed storage for the use of Codenotary Trustcenter®. You are solely responsible to back up your data on your own system. If any data is lost on Codenotary Trustcenter®’s storage, Codenotary Inc shall not be responsible to recover any data and Codenotary Inc shall not be liable for any costs incurred to you for restoring the data on Codenotary Trustcenter®.
Codenotary Inc is not responsible for the quality of the data stored inside the Codenotary Trustcenter® software. When a subscription is about to expire or terminate, you are responsible for creating a dump and/or backup any data stored inside Codenotary Trustcenter® before the expiration or termination of the subscription. After expiration or termination of any subscription, data stored inside Codenotary Trustcenter® maybe never again become accessible to you again. Codenotary Inc has no obligation to provide advance warnings of the expiration of your license.
- Data Sharing. Depending on the type of subscription, Codenotary Trustcenter® may include the possibility to notarize data dump with a distributed ledger platform of our own choosing. Any cryptographic hashes of your data stored in a publicly accessible distributed ledger platform is the property of Codenotary Inc.
- Re-Use of Data by Codenotary Inc. You expressly agree that Codenotary Inc may include your uploaded hashes into the Codenotary Inc distributed ledger platform in its internal statistics and analysis databases in an aggregate and anonymized format (“Aggregate Data“) which is to freely use such Aggregate Data, including for the provision of services to other customers of Codenotary Inc. However, any such Aggregate Data or parts thereof disclosed to any third parties (other than employees or subcontractors of Codenotary Inc) shall not be identifiable as your data, except as provided in section 6 of this Agreement. Codenotary Inc’s right to use uploaded Aggregate Data as specified herein shall not be limited to the duration of an active subscription and shall also extend to any Aggregate Data subsequently deleted by you, except to the extent that you expressly instruct Codenotary Inc to delete all copies of your personal data or parts thereof. “Aggregate Data” shall mean data which is (i) derived from the entirety of Codenotary Inc distributed ledger platform and databases and thus necessarily includes aggregate data, (ii) contains no reference to, or personally identifiable information of you or any individual, and (iii) is sufficiently comingled with third-party data that such data cannot be easily derived and attributed to you.
- Subscription Fees. Codenotary Inc will provide subscriptions either for free (hereinafter “Free Subscription”) or for a subscription fee as listed by the Codenotary Inc website or in writing at the time of conclusion of such a subscription (hereinafter “Paid Subscription”). Services for Paid Subscriptions will only be provided after payment of such subscription fees according to the chosen payment plan, including the selected billing cycle. The initial subscription fee shall be due immediately after signing up for the respective subscription and any recurring subscription fees shall be due at the last day of the preceding billing cycle. In case of multi-year annual subscriptions, the subscription fee for the whole duration of the subscription shall be due immediately after signing up for the respective subscription. Notwithstanding the aforementioned provision regarding invoicing of multi-year subscriptions, if you are subscribing to a multi-year subscription, Codenotary Inc is irrevocably entitled to the fees for the whole duration of the subscription. Codenotary Inc may convert a Free Subscription into a Paid Subscription at any time. Subscribing to a Free Subscription does not grant you the right to use the associated Services indefinitely.
If you are paying by credit card, you agree that Codenotary Inc may i) store your credit card data and ii) automatically issue payment of subscription fees at the respective due date by using such stored credit card data. In case of non-payment of any due subscription fees, Codenotary Inc may block any access to some of the online services such as our distributed ledger platform, until payment is received. Payment shall be made within thirty (30) days from the date of receipt of valid and correct invoice from Codenotary Inc.
- Copyright and Ownership. The software used for the provision of the Services is owned by or licensed to Codenotary Inc and is protected by copyright laws and international treaty provisions. You acquire only the non-exclusive right to use the Services as permitted herein and do not acquire any other rights (e.g. ownership in the software used).
- Maintenance. Free Subscriptions are provided without any maintenance services. Codenotary Inc maintenance services for Paid Subscriptions (“Maintenance”) consist of updates, patches, and fixes to the software used to provide the respective Services, when and if they become available, and e-mail support. Any updates, patches, fixes, or other items provided as a part of Maintenance will automatically be licensed to you under this Agreement. Codenotary Inc will provide e-mail support on a best effort basis only. Any further warranty regarding Maintenance is expressly excluded.
- Limited Warranty. Free Subscriptions are provided “as is” without any warranties of any kind. For Paid Subscriptions, Codenotary Inc warrants that the Services will perform substantially in accordance with the documentation when used under the recommended configuration. Non-substantial variation of performance from the documentation, which does not materially affect the performance of the Services, does not establish a warranty right. Codenotary Inc does not warrant that the Services are free from any error, that they will operate without interruption or that they will be compatible with any configuration. All warranty claims must be made within ninety (90) days of the conclusion of the affected subscription. THIS LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY Codenotary Inc AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR Codenotary Inc BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY Codenotary Inc PROVIDES THE SERVICES “AS IS” AND WITH ALL FAULTS AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
- Limitation of Liability. TO THE EXTENT ALLOWED BY LAW, Codenotary Inc SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF Codenotary Inc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Codenotary Inc’s AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES PAID TO Codenotary Inc BY YOU FOR USE OF THE SERVICES DURING THE PRECEDING TWELVE MONTHS PERIOD.
- Confidential Information. By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement, and all information clearly identified as confidential. A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. The parties agree to hold each other’s Confidential Information in confidence during the term of this Agreement and for a period of three (3) years after termination of this Agreement. The parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement.
- Indemnity. (A) Codenotary Inc shall (i) at its own expense defend you, its officers, directors, employees, agents, and customers (“Indemnified Parties”) against any third party claim (a “claim”) that the Services infringe any copyright or trademark, or patent that is enforceable and shall (ii) indemnify the Indemnified Parties from any damages, awards and expenses (including reasonable attorney’s fees) from such a claim.
(B) The indemnification obligations hereunder are conditioned upon the party seeking indemnification (i) giving the indemnifying party prompt written notice of any claim, action, suit, or proceeding; (ii) granting complete control of the defense to the indemnifying party; and (iii) reasonably cooperating with indemnifying party at the indemnifying party’s expense. In the event that Codenotary Inc determines a risk of an infringement, at Codenotary Inc’s option and expense, Codenotary Inc may replace or modify the Services with substantially equivalent services or replacement services so that the Services are no longer infringing or obtain for you the right to continue using the Services. If Codenotary Inc determines that none of these alternatives are commercially reasonable, Codenotary Inc may cancel the applicable Service and reimburse you for any prepaid but unused Services as of the date of termination.
- Duration / Termination. This Agreement and your license to use the respective Services including Multi-year subscriptions shall commence with the day of the conclusion of a subscription, shall be effective for one year and shall be renewed automatically for one additional year unless it is terminated by you or by Codenotary Inc by giving a written notice sixty (60) days prior to the date of ending. Renewed subscriptions shall be valid and active at the subscription fees applicable at the time of renewal. Codenotary Inc may at its own discretion terminate Free Subscriptions at any time by giving you notice. Codenotary Inc may furthermore immediately terminate any Paid Subscriptions by giving you thirty (30) days notice to cure material breach of your obligations set out in this Agreement. Upon termination, you shall cease using the affected Services and Codenotary Inc will block your access to such Services. As agreed in section 5 of this Agreement, you are solely responsible for the retrieval of any data uploaded to Codenotary Inc servers and Codenotary Inc shall not be obliged to deliver or transfer any data to you at the expiration or termination of a subscription. You acknowledge that, independent of the reasons for the termination of this Agreement, any reimbursement for fees paid by you to Codenotary Inc in regard to the subject matter of this Agreement is excluded. All disclaimers of warranties and limitations of liability shall survive for a period of two (2) years from any termination or expiration of any subscriptions.
- Export. You agree to fully comply with all applicable laws and regulations regarding export restrictions (“Export Laws”) to assure that neither the Services nor any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons production.
- Notices. Unless stated otherwise in this Agreement, any notices under this Agreement shall be made in writing or by e-mail to the address registered for your account (in case of a notice to you) or the address listed on the applicable web page of Codenotary Inc (in case of a notice to Codenotary Inc).
- Non-Solicitation. During the Term and for a period of two (2) years after the termination of this Agreement, neither party shall, by direct or indirect means, solicit the employment of any person who was involved in the delivery or receipt of the Services hereunder or the execution of this Agreement, and (a) who at the time of such solicitation is then working for the other party or (b) who within six (6) months prior to such solicitation had worked for that other party.
- Non-Assignment. You are not allowed to assign your account or any subscription to any third party without Codenotary Inc’s prior written consent.
- Data Privacy. You acknowledge that the provision of Codenotary Trustcenter® may require the collection and processing of personal data concerning you as individual or legal entity. You agree that Codenotary Inc may use such data only in connection with its business relationship to you and to transfer or disclose collected data for purposes of this agreement to any third parties concerned with the fulfilment of this Agreement, in the United States, Austria, or abroad. Codenotary Inc will not actively transfer your personal data to any other third parties. Codenotary Inc is not responsible for any data uploaded by you for use with Codenotary Trustcenter® and shall not be considered owner of any such data for the purpose of data protection laws. You confirm that any data stored inside Codenotary Inc has been collected and processed in accordance with the applicable data protection laws and that sharing such data with Codenotary Inc or other users is equally compliant. You shall fully indemnify Codenotary Inc for any costs and liabilities resulting from a breach of applicable data protection laws.
This Codenotary Inc website(s) or any of its affiliate’s web sites use Google Analytics, a web analytics service provided by Google, Inc. (“Google”). Google Analytics uses “cookies”, which are text files placed on your computer, to help the website analyze how users use the site. The information generated by the cookie about your use of the website (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of the website, compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your browser, however, please note that if you do this you may not be able to use the full functionality of this website. By using this website, you consent to the processing of data about you by Google in the manner and for the purposes set out above.
- Complete Agreement; Governing Law; Jurisdiction. This Agreement constitutes the complete agreement between the parties with respect to the Services and is governed by the laws of State of Texas (other than its conflict of law provisions). The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not be applicable. Place of jurisdiction shall be Houston, TX, USA.
- Severability. If any part of this Agreement is held to be unenforceable, in whole or in part, such holding shall not affect the validity of the other parts of the Agreement.
- Waiver. The waiver of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.
- Entire Agreement. Any amendment or modification to the Agreement must be in writing signed by both parties. This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. Each of the parties has caused this Agreement to be executed by its duly authorized representatives and shall be effective as of the date when last signed by a party.
Metrics and Logs Perpetual Agreement
Codenotary License Agreement
This Codenotary License Agreement (“CLA“), is by and between Codenotary, Inc. (“Codenotary“) and you (either an individual or a legal entity – the “Licensee“), as follows:
WHEREAS Codenotary is the owner of Metrics and Logs (former Performance Analyzer), an application which supports the VMware administration and operations team in order to monitor and analyze VMware vSphere environments (“Software“) which CodeNotary markets directly and indirectly to end users; and
WHEREAS Licensee desires to utilize the Software, and Codenotary agrees to grant Licensee a limited license to use the Software on the terms and conditions as set forth herein.
NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the parties hereby agree as follows:
- BY ENTERING INTO AN AGREEMENT WITH CODENOTARY THAT INCORPORATES THESE TERMS BY REFERENCE, OR USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS AND ANY ADDITIONAL TERMS OR FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”).
- Eligibility. If Licensee is entering into this Agreement on behalf of an entity, organization, or company (a “Subscribing Organization”), Licensee represents and warrants that it has the authority to bind such Subscribing Organization and its Affiliates to these Terms and Licensee agrees to be bound by these Terms on behalf of such Subscribing Organization. In such case, “Licensee” in this Agreement means such Subscribing Organization, its Affiliates, and each end user of the Subscribing Organization. An “Affiliate” shall mean with respect to a Party, any entity which is controlled by such Party, which controls such Party, or which is under common control with such Party, where the term “control” means the ownership, directly or indirectly, of more than fifty percent (50%) of the shares entitled to vote for the election of directors.
- Free Trial. If Licensee registers for a Free Trial on Codenotary’s website, Codenotary will make all or part of the Software available to Licensee on a trial basis free of charge until the earlier of (a) the end of the Free Trial period for which Licensee registered, or (b) the date on which Licensee purchases a License hereunder. Additional terms and conditions may appear on the Free Trial registration web page within Codenotary’s website. Any such additional terms and conditions are incorporated into these CLAs by reference and are legally binding. ANY DATA OR CUSTOMIZATIONS ENTERED INTO THE SOFTWARE BY LICENSEE DURING THE FREE TRIAL PERIOD MAY BE PERMANENTLY LOST UNLESS LICENSEE PURCHASES A LICENSE FOR THE SOFTWARE OR EXPORTS SUCH DATA OR CUSTOMIZATIONS BEFORE THE END OF THE FREE TRIAL PERIOD. NOTWITHSTANDING SECTION 11 (DISCLAIMER OF WARRANTY), DURING THE FREE TRIAL PERIOD THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
- Licensee Information. Licensee shall provide Codenotary, in manner instructed by Codenotary, with information regarding Licensee and in particular information regarding user and password credentials (“Licensee Information“). Licensee hereby grants Codenotary and Codenotary hereby accepts a right to use Licensee Information in order to enable access of Licensee to the Software. Codenotary shall not use Licensee Information for any other purpose. Licensee’s provision of Licensee Information to Codenotary is a prerequisite for use of the Software.
- License. Subject to the terms and conditions herein, Codenotary hereby grants Licensee, and Licensee hereby accepts, a personal, limited, non-transferable, non-exclusive, perpetual (“License”) to use the software. The term “Software” may include, in Codenotary’s sole discretion services provided through use of the Software; revisions, corrections, modifications, enhancements, improvements and/or updates and upgrades thereof; and/or related documentation.
- Reservation of Rights. Subject to the limited rights expressly granted hereunder, Codenotary reserves all rights, title and interest in and to the Software and all related intellectual property rights. No rights are granted to Licensee hereunder other than as expressly set forth herein. Furthemore, Codenotary Inc also owns all rights to the following trademarks: a) Opvizor b) Performance Analyzer, c) Log Analyzer, d) Snapwatcher.
- Restrictions. Licensee must ensure that any permitted copy of the Software that it makes contains the same copyright and other proprietary notices that appear on or in the Software. Licensee shall not use the Software for any other purpose. Without derogating from the foregoing, Licensee shall not: a. modify, merge or sub-license the Software; b. sell, license (or sub-license), lease, assign, transfer, pledge, or share its rights under this License with/to anyone else; c. create derivative works based on the Software or modify, disassemble, decompile, reverse engineer, revise or enhance the Software or attempt to discover the Software’s source code; d. access the Software in order to i. build a competitive product or service, or ii. copy any features, functions, or graphics of the Software; e. enable or allow others to use the Software using the Licensee Information; f. circumvent technological measures intended to control access to the Software or to prevent certain uses of the Software or develop, distribute, or use with the Software, products that circumvent such technological measures.; g. use the Software to share content or engage in behavior that: i. violates anyone’s intellectual property right, including copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights (“Intellectual Property Rights”) or ii. is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful; or h. violate applicable law.
- License Fee. Licensee agrees to pay all fees specified herein or in an applicable purchase order. Except as otherwise specified herein or in a purchase order, (i) fees are quoted and payable in United States dollars (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (vi) Codenotary may change the Support Fees upon notice to Licensee as set forth below. a. Licensee agrees to pay a one-time License Fee. b. After the first twelve (12) month period of maintenance and support that is included in the base license, if Licensee wishes to obtain maintenance, Licensee shall pay an annual Support Fee. In the event that such Support Fee is not paid, Codenotary shall have no obligation to provide maintenance for the Software for the period following the coverage of such Support Fee. The pricing during any such annual term shall be the same as that during the prior term unless Codenotary has given Licensee written notice of a pricing increase at least thirty (30) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed seven percent (7%) of the pricing for the relevant Support Fees in the immediately prior annual term, unless the pricing in such prior term was designated as promotional or one-time. c. Additional features not originally included in Software are not covered unless the Licensee has paid the annual Support Fee. d. Codenotary will invoice Licensee for the License Fee and any Support Fees in advance and, unless otherwise stated in a purchase order, invoiced charges are due 30 days from the invoice date. e. The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Licensee is responsible for paying all Taxes associated with its purchases hereunder. If Codenotary has the legal obligation to pay or collect Taxes for which Licensee is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides Codenotary with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Codenotary is solely responsible for taxes assessable against it based on its income, property and employees.
- Updates and Support. Licensee hereby acknowledges and understands that: a. The Software must be installed in a VMware vSphere environment. Software updates and support will be provided in the event that Licensee has paid the applicable Support Fees (or is still within the included first year of maintenance and support). Software updates will be provided online via the manual website https://manual.codenotary.com. Support will be provided via e-mail to support@codenotary.com or chat on www.codenotary.com. b. The Software may require you to take certain steps to activate your Software. Failure to activate or register the Software, or a determination by Codenotary of fraudulent or unauthorized use of the Software may result in reduced functionality or inoperability of the Software.
- Feedback. Codenotary shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by Licensee, including Users, relating to the operation of the Software. Codenotary is under no obligation to make any changes or modifications to the Software suggested by Licensee.
- DISCLAIMER OF WARRANTY. THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED “AS-IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODENOTARY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CODENOTARY MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR NEEDS OR THAT THE SOFTWARE WILL BE FREE FROM ERRORS, NOR DOES CODENOTARY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SOFTWARE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. The entire risk as to the quality and performance of the Software is borne by Licensee and Licensee shall be responsible for verifying any output resulting from use of the Software if Licensee intends to use or rely on such output. This disclaimer of warranty constitutes an essential part of this CLA. []{dir=”rtl”}
- No Liability for Consequential or Related Damages. Without derogating from the above, in no event shall Codenotary or its distributors be liable for any indirect, special, incidental, consequential, cover or punitive damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, damages to campaign management, or other pecuniary loss), however caused, whether in contract, tort, or under any other theory of liability, arising out of the use of or inability to use the Software even if Codenotary has been advised of the possibility of such damages.
- Limitation of Liability. IN THE EVENT THAT, NOTWITHSTANDING THE TERMS OF THIS CLA, CODENOTARY IS FOUND LIABLE FOR DAMAGES BASED ON ANY DEFECT OR NONCONFORMITY OF ITS SOFTWARE, ITS TOTAL LIABILITY FOR ITS SOFTWARE SHALL NOT EXCEED THE LICENSE FEE PAID TO CODENOTARY FOR LICENSING SUCH DEFECTIVE SOFTWARE.
- Indemnification. Licensee will indemnify Codenotary and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to Licensee’s use of the Software in violation of these terms.
- Term and Termination. This CLA shall commence on the Effective Date and shall remain in effect perpetually unless otherwise terminated pursuant to this Section. a. Termination by Licensee. Licensee may stop using the Software at any time. Termination of your account does not relieve you of any obligation to pay any outstanding Fees. Upon termination or expiration of this CLA, the license granted herein shall be immediately terminated and Licensee shall cease using the Software and return to Codenotary (or delete) any and all information related thereto. Codenotary shall return to Licensee (or delete) all of Licensee Information. b. Termination by Codenotary. If Codenotary terminates these terms for reasons other than for cause, then Codenotary will make reasonable effort to notify you at least 120 days prior to termination via the address provided to Codenotary. All unearned maintenance and support fees at the termination date will be refunded based on the unexpired portion of the annual term. Unless otherwise stated herein, Codenotary may at any time terminate these terms if: i. Licensee breaches any provision of these terms (or acts in a manner that clearly shows it does not intend to, or is unable to, comply with these terms); ii. Licensee fails to make the timely payment of Fees for the Software or the Support Fees, if any; iii. Codenotary is required to do so by law (for example, where the provision of the support services or Software to Licensee is, or becomes, unlawful); or iv. Codenotary elects to discontinue the support services or Software, in whole or in part. c. Survival. Upon expiration or termination of these terms, any perpetual licenses Licensee has granted, Licensee’s indemnification obligations, Codenotary’s warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive. Upon the expiration or termination of the Services, some or all of the Software may cease to operate without prior notice.
- Confidentiality. The license to use the Software herein is granted on a confidential basis. All designs, engineering details, and other technical, financial, marketing, commercial and other information pertaining to the Software, this CLA and/or Codenotary’s business activities shall be considered “Confidential Information” of Codenotary. Licensee agrees to use Codenotary’s Confidential Information only in connection with the license granted herein, to keep such Confidential Information confidential, and not to reproduce, copy, or disclose such Confidential Information to any third party, except with Codenotary’s prior written consent.
- Governing Law & Jurisdiction. This CLA is governed only by the laws of the State of Texas, and shall have sole jurisdiction over any conflict or dispute arising out of, or in connection to, this CLA.
- Entire Agreement. This CLA supersedes any previous terms and conditions and any other understandings, oral or written, including such terms pre-printed on any of Licensee’s prior purchase orders. In any event of conflict between this CLA and any previous agreements or understandings, this CLA shall prevail.
- Manner of Giving Notice. Except as otherwise specified herein, all notices, permissions and approvals shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to Licensee shall be addressed to the registered email address of the Licensee. Notices to Codenotary shall be addressed to: support@Codenotary.com.
- Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these CLAs.
- Injunctive Relief. Notwithstanding anything to the contrary herein, in the event of Licensee or other’s unauthorized access to or use of the Software in violation of these terms, Licensee agrees that Codenotary is entitled to apply for injunctive remedies in addition to any other remedies available hereunder.
- Relationship of the Parties. The parties are independent contractors. These CLAs do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
- Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these CLAs shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
- Severability. If any provision of these CLAs is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these CLAs shall remain in effect.
- Assignment. Licensee may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Codenotary (not to be unreasonably withheld).
- Audit. If Licensee is a business, company, or organization, then Codenotary may, no more than once every 12 months, upon seven 7 days’ prior notice to Licensee, appoint an independent third party auditor who is obliged to maintain confidentiality to inspect Licensee’s records, systems, and facilities to verify that Licensee’s installation and use of any and all Software is in conformity with its valid licenses from Codenotary. Additionally, Licensee will provide Codenotary with all records and information requested by Codenotary in order to verify that its installation and use of any and all Software is in conformity with Licensee’s valid licenses from Codenotary within 30 days of Codenotary’s request. If the verification discloses a shortfall in licenses for the Software, Licensee will immediately acquire any necessary licenses, subscriptions, and any applicable back maintenance and support. If the underpaid fees exceed 5% of the value of the payable license fees, then Licensee will also pay for Codenotary’s reasonable cost of conducting the verification.