Terms of Use
Terms of Use
THESE TERMS OF USE APPLY TO THE PROPRIETARY COMPUTER PROGRAMS AND ALGORITHMS MADE AVAILABLE FOR DOWNLOAD HEREUNDER ("EVALUATION SOFTWARE") BY INCODE TECHNOLOGIES, INC. ("INCODE") TO YOU AND YOUR EMPLOYER OR THE COMPANY OR ENTITY THAT YOU REPRESENT ("COMPANY") FOR EVALUATION PURPOSES ONLY. BY CLICKING THE CHECKBOX AND THE "[OK]" BUTTON, COMPANY UNCONDITIONALLY CONSENTS TO BE BOUND BY AND PARTY TO THESE TERMS. IF COMPANY DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS HEREUNDER, DO NOT CLICK THE "[OK]" BUTTON AND THE REGISTRATION PROCESS WILL NOT CONTINUE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF COMPANY IS AN INDIVIDUAL EXECUTING THIS PROCESS ON BEHALF OF AN ENTITY, THE INDIVIDUAL REPRESENTS THAT COMPANY HAS AUTHORITY TO DO SO.
License
Subject to the terms and conditions of this evaluation, during the Term and solely for the Purpose, Incode hereby grants Company a limited, nonexclusive, nontransferable, non-sublicensable license to use the Evaluation Software and any "sample code" included in the Evaluation Software, but only i) as expressly authorized in the documentation accompanying such code, ii) for internal evaluation by Company, in a non-production environment and no other purpose. Evaluation Software may be installed and used only on internal devices owned by or under the control of the Company. Company shall not, and shall not allow any third party to, (i) copy, modify, enhance or create any derivative work of the Evaluation Software or any portion thereof; (ii) reverse assemble, decompile, reverse engineer or otherwise attempt to derive the underlying source code, ideas, algorithms, structure or organization of the Evaluation Software, except to the limited extent that applicable law prohibits reverse engineering restrictions; (iii) distribute, display, or disclose the Evaluation Software to any person other than as expressly permitted herein; (iv) rent or lease the Evaluation Software for third-party training, time-sharing or service bureau use; (v) use the Evaluation Software for any commercial purposes or in a production environment with live data; or (vi) permit or authorize any third party to do any of the foregoing. Company acknowledges and agrees that suggestions, ideas, comments and other input provided by the Company about the Evaluation Software or any services made available by Incode ("Feedback") is given voluntarily, and Incode may fully and freely exploit Feedback without obligation or restriction of any kind by Company. Company represents, warrants and agrees that: (x) it shall at all times use the Evaluation Software in compliance with all applicable laws; (y) it shall not provide to Incode or process through the Evaluation Software any personal data; and (z) it is solely responsible for maintaining all necessary data backups. Incode shall not be responsible for any data loss, data corruption, or other errors arising from or relating to the Evaluation Software.
Ownership
No Implied Licenses. Company acknowledges and agrees that Incode owns all right, title and interest (including without limitation all intellectual property right) in and to the Evaluation Software, and any modifications, corrections or enhancements thereto. No rights or licenses are granted other than those expressly set forth herein.
Confidentiality
Incode may provide confidential and/or proprietary information relating to its products, software, research or business (including these Terms of Use , the Evaluation Software, and any technical or performance information about the Evaluation Software; "Confidential Information"). Company only use the Confidential Information to perform the evaluation described in Section 1, and shall not disclose Confidential Information to any third party without Incode's express prior written consent, and shall only disclose such Confidential Information to its employees and consultants who have a bona fide need to know such information and are bound by obligations of confidentiality and nonuse that are at least as protective of the Confidential Information and Incode as those set forth herein. Confidential Information does not include any information or material that Company can clearly demonstrate: (a) is or becomes generally known to the public without violation of these Terms of Use by Company; (b) was rightfully known to the Company without restriction as of the date of disclosure; (c) was rightfully obtained by Company from a third party without breach of any obligation of confidentiality, or (d) is independently developed by Company without access to or reliance on any Confidential Information. Company acknowledges that due to the unique nature of the Confidential Information, Incode shall not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of the Confidential Information. In addition to any other remedies, Incode shall be entitled to seek equitable relief from a court of competent jurisdiction.
Limitation of Liability
EXCEPT FOR VIOLATIONS OF SECTION 1 OR SECTION 3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR SERVICES, OR LOST PROFITS. THE MAXIMUM AGGREGATE LIABILITY OF INCODE AND ITS SUPPLIERS TO COMPANY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OF USE UNDER CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY WILL BE LIMITED TO $100.00 (USD). THE FOREGOING LIMITATIONS DO NOT APPLY TO PERSONAL INJURY OR DEATH.
Warranty Disclaimer
THE EVALUATION SOFTWARE IS PROVIDED "AS-IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Term Termination
These Terms of Use shall continue for a period of thirty (30) days from the date of download unless these Terms of Use are extended by Incode in writing in its sole discretion, or earlier terminated as provided for herein. A Party may terminate these Terms of Use by prior notice if the other Party is in material breach of these provisions and such breaching Party has not cured such breach within thirty (30) days of receipt of a notice of such breach. Upon expiration or earlier termination of these Terms of Use , the license restrictions in Section 1 and Sections 2 through 7 (inclusive) shall remain in full force and effect.