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Armorize Technologies, Inc.
CodeSecure™ Educational and Non-Commercial End User License Agreement
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. CLICKING ON THE “I ACCEPT” BUTTON OR DOWNLOADING, INSTALLING OR USING ARMORIZE SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
ARMORIZE IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. BY DOWNLOADING OR INSTALLING THE SOFTWARE, YOU ARE BINDING YOURSELF AND THE BUSINESS ENTITY THAT YOU REPRESENT (COLLECTIVELY, “YOU”) TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN ARMORIZE IS NOT WILLING TO LICENSE THE SOFTWARE TO YOU AND YOU ARE NOT PERMITTED TO DOWNLOAD, INSTALL OR USE THE SOFTWARE.
This Armorize CodeSecure Educational and Non-Commercial End User License Agreement (“Agreement”) sets forth the terms and conditions of your use of the Armorize CodeSecure software product for educational or non-commercial purposes.
1.0 Definitions.
1.1 “Armorize” means Armorize Technologies Inc., a Corporation, having a principal office at the Post Montgomery Center, Post Mongomery Street, suite 3230, San Francisco, CA, 94104, USA.
1.2 “Commercial Use” means use for financial gain or revenue generation of any kind, including without limitation, any use that derives or attempts to derive financial or monetary benefit, whether in cash or kind, directly or indirectly, of any kind. For the avoidance of doubt, the following are considered examples of commercial uses of the Software: (a) use at or for a commercial enterprise; (b) use for financial gain, personal or otherwise; (c) use by government agencies; (d) use in connection with any web site, application or content that sells, advertises, or otherwise offers products or services of any kind for a fee or other compensation; (e) use in connection with consulting, design, professional or other services that are compensated; or (f) combining, bundling or integrating the Software with any hardware and/or software distributed, accessed or otherwise made available for revenue or a fee or other compensation.
1.3 “Educational Use” means use for instructional purposes in classes for degree, diploma or certificate-seeking students by a: (a) non-profit public or private accredited educational institution; (b) for profit accredited private/career school; or (c) government certified apprenticeship program. For the avoidance of doubt, Educational Use does not include use by research labs or for any Commercial Use.
1.4 “Software” means the executable code of Armorize's CodeSecure static source code analysis software, and any updates, bug fixes, revisions, modifications and derivative works thereof.
2.0 Grant of Rights and Restrictions.
2.1 License Grant and Conditions. Subject to the terms and conditions herein, Armorize grants to you a royalty free, non-exclusive, non-transferable, personal right and limited, license to install and use the Software to scan up to ten thousand (10,000) lines of code solely for Educational Use or Non-commercial Use and for no other purposes. This license includes the right to copy the Software solely as necessary for backup or archival purposes and to reproduce any documentation accompanying the Software. This license does not include use by research labs that may be located at or be affiliated with an educational institution. Except for the express license granted in this Section 2.1, no other licenses are granted by implication, estoppel or otherwise. In the event you use the Software for Commercial Use, you hereby agree that you are liable to pay Armorize's then current list license fees for the Software which shall be immediately due and payable.
2.2 Usage Limit Control. Armorize reserves the right to embed a software usage mechanism within the Software to verify your compliance with this license. Such a usage mechanism will limit use of the Software to scan 10,000 lines of code. Armorize also reserves the right to use license administration software, and/or a license authorization key to control access to the Software. You may not take any steps to avoid or defeat the purpose of any such measures. Use of any Software without any required usage mechanism or authorization key is prohibited. You give Armorize the right, at any time and with or without notice, to audit the records of the monitoring software to review your usage. If an audit reveals that you have used the Software to scan in excess of 10,000 lines or code or for Commercial Use, then Armorize, at its sole discretion and option, may: (a) charge you and you will pay the commercial end-user price for the Software; (b) revoke this license and require you to de-install the Software from all computers; and/or (c) pursue any other legal or equitable remedies.
2.3 Restrictions. You will not and will not permit third parties to: (a) modify, adapt, translate, copy, create derivative works from, disassemble, decode, reverse engineer, decompile or otherwise attempt to gain access to the source code, structure or proprietary algorithms of the Software, except as permitted by the inherent capabilities of the Software; (b) lease, loan, rent, resell, sublicense or distribute the Software to any third party, or use the Software for the benefit of any third party or otherwise use the Software on a service bureau or software as a service basis; or (c) modify or delete any copyright or proprietary notices or legends on or in the Software or any documentation accompanying the Software. You hereby waive any right you may have under any jurisdiction to reverse engineer the Software provided, however, if European Community law is applicable, the restrictions in this Section are limited so that they prohibit such activity only to the maximum extent such activity may be prohibited without violating the EC Directive on the Legal Protection of Computer Programs. Notwithstanding the foregoing, prior to any such legally excused decompiling, disassembly or reverse engineering of the Software, you must first issue a written request to Armorize for information or assistance and you shall refrain from decompiling, disassembling, or otherwise reverse engineering any of the Software unless Armorize cannot, or fails, to comply with such request within a commercially reasonable period of time.
2.4 U.S. Government End Users. The Software and any accompanying documentation qualify as "commercial items," as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R.12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. Use of this Software and software documentation constitutes agreement by the government entity that the computer software and computer software documentation is commercial, and constitutes acceptance of the rights and restrictions herein.
3.0 Title. Armorize or its licensors own and retain all right, title and interest in all documentation and Software, and any and all versions, releases, corrections, bug fixes, enhancements, derivative works, updates or other modifications thereto, including but not limited to all patents, trademarks, copyrights, trade secrets and other intellectual property rights therein (“Armorize Property”). You acknowledge that Armorize, CodeSecure, and all related logos and designs are trademarks of Armorize and that no rights in such trademarks are granted to you by this Agreement. You shall keep the Software and all documentation free and clear of all claims, liens and encumbrances. You agree not to, directly or indirectly, challenge the right, title and interest of Armorize or its licensors in and to the Armorize Property, or to register, apply for registration or attempt to acquire any legal protection for any of the Armorize Property. The Armorize Property shall under no circumstances be deemed to be “joint works of authorship,” “works made for hire,” or any other designation tending to imply that you have or retain ownership or authorship rights thereto. To the extent that any such rights vest with you by operation of law or for any other reason, you hereby perpetually and irrevocably assign all such rights to Armorize. At Armorize's request and expense, you shall execute all documents and perform all acts that Armorize may reasonably require in order to protect and perfect Armorize's rights in the Armorize Property.
4.0 Warranty Disclaimer. The Software is provided at no charge on an “AS IS”, “WHERE IS” basis, without warranty of any kind, including without limitation any warranties that the Software is free of defects, merchantable, fit for a particular purpose or non-infringing. The entire risk as to the quality and performance of the Software is borne by you. Because software is inherently complex and not completely free of errors, you are advised to verify and back up your work. Should the Software prove defective in any respect, you and not Armorize or its suppliers assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement. No use of the Software is authorized hereunder except under this disclaimer. ARMORIZE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD PARTIES' RIGHTS.
5.0 Limitation of Liability. IN NO EVENT SHALL ARMORIZE BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF USE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, EVEN IF ARMORIZE HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL ARMORIZE'S CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR LICENSEE'S USE OF THE SOFTWARE EXCEED FIFTY U.S. DOLLARS (USD$50.00). THE PARTIES ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION EXCHANGED HEREUNDER IS BASED IN PART UPON THE ABOVE LIMITATIONS, AND FURTHER AGREE THAT SUCH LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6.0 Indemnification. You shall defend, indemnify and hold harmless Armorize and its officers, directors, employees and shareholders from and against any and all loss, damage, settlement, costs or expense (including legal expenses and expenses of other professionals), as incurred, resulting from, or arising out of: (a) any third party claim which alleges that any work performed or produced as a result of use of the Software infringes upon, misappropriates or violates any intellectual property rights where such claim is completely independent of the Software; (b) your use of the Software; and (c) breach by you of Section 2.0.
7.0 Feedback. In the event you provide any suggestions, comments or other feedback regarding the Software (“Feedback”) to Armorize, you hereby grant to Armorize a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license (including the right to sublicense), under your intellectual property rights, to use, display, perform, copy, modify, create derivative works, make, have made, use, sell, offer to sell, import and otherwise directly or indirectly distribute Feedback. All Feedback shall be entirely voluntary and shall not impose upon Armorize any confidentiality or other obligation.
8.0 Maintenance. Armorize is under no obligation to, and does not, provide any maintenance or support under the terms of this Agreement. Any maintenance or support provided shall be at the sole discretion of Armorize and if provided shall be subject to all of the terms and conditions herein. If you desire to receive maintenance and/or support for the Software, please contact Armorize for a Commercial Use license.
9.0 Termination. This Agreement and the license granted hereunder will terminate automatically if you fail to comply with any of the terms set forth herein. In addition, Armorize may terminate this Agreement: (a) at any time upon written notice in the event you makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to or initiates a proceeding under any bankruptcy or insolvency law or has wound up or liquidated its business; or (b) in the event that you are acquired by, acquire, merge with, or sell substantially all of its business or assets to an entity whose business includes the development, marketing or distribution of a product or products that compete with Armorize. Upon termination of this Agreement, you agree to immediately discontinue any use of the Software, all documentation, and derivative works or copies thereof. You agree to supply Armorize with an affidavit verifying that this provision has been complied with, and immediately return the Software and all documentation and copies thereof to Armorize.
10.0 Miscellaneous.
(a) Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions, but the inability to meet financial obligations is expressly excluded.
(b) Waiver. Any waiver of the provisions of this Agreement or any agreement related to this Agreement or of a party's rights or remedies under this Agreement or an agreement related to this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or agreement related to this Agreement, or its rights or remedies at any time will not be construed nor deemed to be a waiver of such party's rights under this Agreement or any agreement related to this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or any agreement related to this Agreement or prejudice such party's right to take subsequent action.
(c) Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by you, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Armorize. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
(d) Applicable Law and Jurisdiction. This agreement will be governed by and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflict of laws, and you hereby consent to the exclusive jurisdiction and venue of the state courts sitting in San Francisco County, California or the federal courts in the Northern District of California to resolve any disputes arising under this Agreement This Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
(e) Severability. If any term, condition, or provision in this Agreement or Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties will endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
(f) Independent Parties. The parties will at all times be independent parties and, nothing in this Agreement will be construed to make either party, and each party agrees that it is not an agent, employee, franchisee, joint venture or legal representative of the other party. Each party hereto is an independent contractor.
(g) Export. You hereby acknowledge that the Software supplied by Armorize under the Agreement is subject to export or import controls under the laws and regulations of the United States (U.S.). You shall comply with such laws and regulations, and agree not to knowingly export, re-export, import or re-import or transfer Software without first obtaining all required U.S. Government authorizations or licenses. Armorize and you each agree to provide the other such information and assistance as may be reasonably required by the other in connection with securing such authorizations or licenses, and to take timely action to obtain all required support documents.
(h) Equitable Relief. You acknowledge that a breach by you of Section 2.0 will cause Armorize irreparable damage, for which the award of damages would not be adequate compensation and that Armorize is therefore entitled to obtain prompt injunctive relief to enjoin you from any and all acts in violation of those provisions without the necessity of posting a bond or other security. Such injunctive relief remedy shall be cumulative and not exclusive and Armorize is entitled to seek any other relief available at law or in equity.
(i) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written communications between the parties relating in any way to the subject matter hereof. This Agreement is intended by the parties to be a complete and wholly integrated expression of their understanding and agreement. No terms or conditions of any purchase order, acknowledgement or other business form that you may use in connection with the acquisition or licensing of the Software and related services will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Armorize to object to such terms, provisions or conditions. This Agreement may only be modified by a written document executed by the parties hereto. There are no conditions, understandings, agreements, representations, or warranties expressed or implied, that are not specified herein. Should you have any questions concerning this Agreement, please contact Armorize at “license-info@Armorize.com”.
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