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READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING
AND INSTALLING ANY SOFTWARE. BY CLICKING ON THE ACCEPT
BUTTON BELOW, YOU ARE ACCEPTINGAND AGREEING TO ABIDE
BY ALL TERMS OF THIS LICENSE AGREEMENT.
IF YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT
ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU ARE
AUTHORIZED TO BIND THE COMPANY TO THESE TERMS.
IF YOU DO NOT AGREE TO ANY TERMS OF THIS LICENSE AGREEMENT,
CLICK ON THE REJECT BUTTON AND EXIT NOW.
1. License
a. Subject to your compliance with all terms of this License Agreement, The Code
Corporation ("Licensor") hereby grants you a non-exclusive, non-transferable, royalty free license to
copy and use (but not distribute) Licensor's software
known as the CR2 Firmware (collectively the "Software") for Licensor's use of code reader products ("Licensor Hardware Product").
b. In the event you desire to use the Software or any part thereof for use other
than with Licensor Hardware Product, you must obtain
a license for such use from Licensor.
2. Proprietary Rights
a. You
may not disassemble, decompile, reverse engineer,
or otherwise reduce the Software to human perceivable
form. You are authorized
to make one copy of the Software to be retained for
back up purposes only. Licensor remains the owner
of all right, title, and interest in the Software
(and the technology embedded therein) and in any
copies of it. Any copying or use of the Software
in violation of this Agreement will constitute an
infringement upon the rights of Licensor's copyright
and is actionable under the United States Copyright
Act.
b. Except for the license expressly granted
pursuant to Section 1(a), no license or title to
the Software, or any related information, materials,
products, intellectual property, or other rights
therein, are transferred to you by virtue of this
Agreement. your shall not without the express prior
written consent of Licensor duplicate, copy, or reproduce
the Software, or any related information, materials,
products, intellectual property or other rights therein.
You agree to reproduce and incorporate all Licensor
copyright and other proprietary rights notices or
legends on all copies made pursuant to this Agreement.
Except as otherwise provided herein, you agree not
to modify, network, rent, lease, license, sell or
loan, electronically transmit, or operate as a service
bureau, the Software, or related information, materials,
products, intellectual property, or rights therein,
in whole or in part to any person or entity. You
may not copy the printed materials accompanying the
Software, nor print copies of any user documentation.
3. Limited Warranty
a.
Licensor warrants that the original media (if any)
on which the Software is provided and any printed
materials accompanying
the Software shall be free from physical defects
in material and workmanship, assuming proper use,
for a period of ninety (90) days from the date of
delivery (the "Warranty
Period"). Upon return of defective media or printed materials within the Warranty Period,
Licensor will correct or replace the defective media
or printed materials free of charge.
b. Licensor
has no control over your use of the Software. Licensor
does not and cannot warrant the performance or results
that may be obtained by its use. Licensor does not
represent, warrant, or guarantee the accuracy and
timeliness of the data contained in the Software
and Licensor shall have no liability of any kind
whatsoever to you, or to any other party, on account
of any inaccuracies in or untimeliness of the data,
or for any delay in reporting such data contained
in the Software. Various information in the Software
constantly changes, and the information in the Software
is only valid as of a particular date. Licensor does
not warrant that the operation of the Software will
be uninterrupted or error free. Licensor is not responsible
for problems caused by accident, abuse, mishandling,
alteration, or improper use. Licensor does not warrant
or guarantee the suitability of the Software or that
it will meet your requirements.
c. EXCEPT FOR THE
EXPRESS WARRANTY
SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE
OR OTHERWISE, REGARDING THE SOFTWARE, DISK, AND RELATED
MATERIALS, INCLUDING ITS FITNESS FOR A PARTICULAR
PURPOSE, ITS QUALITY, ITS MERCHANTABILITY, AND ITS
NONINFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS.
THE LIABILITY OF LICENSOR UNDER THE WARRANTY SET
FORTH ABOVE SHALL BE LIMITED TO THE AMOUNT PAID BY
THE CUSTOMER FOR THE PRODUCT. SOME STATES DO NOT
ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSE. IN THAT
EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION
TO 90 DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU
MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
4. Limitation
on Damages
a.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
LICENSOR AND ITS SUPPLIERS WILL NOT BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS
OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR
OTHERWISE, EVEN IF LICENSOR OR ITS REPRESENTATIVES
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO
HAVE FAILED OF ITS ESSENTIAL PURPOSE. LICENSOR'S
MAXIMUM LIABILITY TO YOU, WHETHER BASED ON WARRANTY,
CONTRACT, TORT, OR OTHERWISE SHALL NOT EXCEED THE
AMOUNTS PAID BY YOU TO LICENSOR PURSUANT TO THIS
AGREEMENT. SOME STATES DO NOT ALLOW THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY
NOT APPLY TO YOU.
5. Indemnity
a. Licensor shall defend, indemnify, and hold you
harmless against any and all liability, damages,
losses, claims, demands, and causes of action (including
attorneys' fees and expenses) arising out of: i) infringement of any
third party proprietary rights by the Software;
ii)
any breach of the terms and conditions of this
Agreement; and iii) operation of Licensor's business.
You agree to give Licensor prompt written
notice of any threat, warning or notice of any
such
claim or action. Licensor shall have the right
to conduct the defense of any such claim or action
and
all negotiations for its settlement. You may participate
(at its your own
expense) in such defense or negotiations to the
extent necessary to protect your interests.
b. You shall defend, indemnify, and hold harmless Licensor, its directors,
officers, employees, and agents from and against
any and all liability, damages, losses, claims,
demands, and causes of action (including attorneys'
fees and
expenses) arising out of: i) your infringement
of any third party proprietary rights (except for
those
indemnified by Licensor pursuant to Section 5(a);
ii) any breach of the terms and conditions of this
Agreement; and iii) operation of your business.
Licensor agrees to give your prompt written notice
of any
threat, warning or notice of any such claim or
action.
You shall have the right to conduct the defense
of any such claim or action and all negotiations
for
its settlement provided, however, your shall not
settle any such claim or action without Licensor's
written permission (which shall not be unreasonably
withheld) and Licensor may participate (at its
own expense) in such defense or negotiations to
the extent
necessary to protect its interests.
6. Termination
a.
Each Party's obligations pursuant to this Agreement
shall commence on the Effective Date and, so long
as you are not in breach
of any of your obligations hereunder, the license
shall continue until terminated in accordance with
this Section 6.
b. You may terminate any software
licenses by providing Licensor with written notice
of such termination. Upon termination of software
licenses, yours rights under this Agreement shall
immediately discontinue and your shall return all
copies of Software and related materials (and copies
thereof) to Licensor.
c. Licensor's obligations under this Agreement, and any software licenses granted
pursuant to this Agreement, will terminate automatically
upon expiration of a 10 day cure period following
Licensor delivering written notice
of a breach of this
Agreement to your and such breach is not cured within such 10 day cure period.
7. Miscellaneous
a.
You acknowledge that this Agreement constitutes the complete statement of the
agreement between you and Licensor, and that the Agreement does not include
any other prior or contemporaneous promises, representations, or descriptions
regarding the Software. This Agreement does not, however, limit any rights
that Licensor may have under trade secret, copyright, patent, or other laws.
The agents, employees, distributors, and dealers of Licensor are not authorized
to make modifications to this Agreement, or to make any additional representations,
commitments, or warranties binding on Licensor. Accordingly, additional statements
such as dealer or other advertising or presentations, whether oral or written,
do not constitute representations or warranties by Licensor and should not
be relied upon. This Agreement may be modified only in writing. If any provision
of this
Agreement is invalid or unenforceable under applicable
law, that provision shall be deemed omitted and the remaining provisions will
continue in full force and effect. The validity and performance of this Agreement
shall be governed by Utah law (without reference to choice of law principles),
except for copyright matters, which are covered by federal laws. This Agreement
is deemed entered into at Salt Lake City, Utah, and jurisdiction and venue
for resolution of any disputes shall reside solely in Salt Lake City, Utah.
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