These end user license agreement terms (this “Standard EULA”) govern the packs, applications, integrations, code, plugins, content, services, or extensions (collectively, “Packs”) that have been developed by the developer of the Pack (“Developer”), which Packs are designed to be used by end users with Coda Project, Inc.’s software platform (and related products and services) (“Coda” and the “Services”, respectively). This Standard EULA forms a binding agreement between you, or, if you are accessing the Packs on behalf of an entity or organization, that entity or organization (in each case, “End User”) and the person or entity listed as the developer of the Packs (“Developer”).
By downloading, using, or otherwise accessing such Packs, End User agrees to the terms of this Standard EULA, unless End User and Developer have entered into a separate end user license agreement that governs such Pack (“Custom EULA”). If End User is downloading, using, or otherwise accessing the Packs on behalf of an organization or entity, End User hereby represents and warrants that End User has the authority to bind such organization or entity to this Standard EULA. The terms of this Standard EULA will also govern any upgrades provided by Developer that replace or supplement Packs, unless such upgrade is accompanied by a separate Custom EULA.
License to Packs.Subject to End User’s compliance with this Standard EULA, Developer grants to End User a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right to use the Packs, solely in connection with End User’s authorized use of the Services.
Payment. End User acknowledges and agrees that Coda is the Developer’s agent for any Packs Ordered, and that End User is required to make any related payments directly to Coda for the use of the Pack as specified in the Order. “Order” as used herein means any order, purchase, installation, trial, download, use or enablement of a Pack (including renewals and upgrades).
Restrictions. End User shall not, and shall not permit or direct any third party to, do or attempt any of the following
rent, lease, or otherwise permit third parties to use or access the Packs;
use the Packs to provide services to third parties (including as a service bureau);
circumvent or disable any security or other technological features or measures of the Packs;
reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Packs;
modify, translate, or create derivative works based on the Packs;
remove any proprietary notices or labels from the Packs.
take any action that would subject the Packs to any third party terms, including without limitation any "open source" software license terms;
violate any terms included in the Order; or
access the Packs for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the Packs.
DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PACKS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND DEVELOPER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. DEVELOPER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY OR COMPLETENESS OF THE PACKS, THAT DEVELOPER WILL CONTINUE TO OFFER THE PACKS OR THAT USE OF THE PACKS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET END USER’S REQUIREMENTS OR EXPECTATIONS. END USER may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law. IN NO EVENT SHALL END USER LOOK TO CODA FOR ANY SUPPORT OR LIABILITY WITH RESPECT TO ANY PACK OFFERED BY DEVELOPER.
LIMITATION OF LIABILITY.TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DEVELOPER BE LIABLE (A) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR (B) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIES EXCEEDING FIVE HUNDRED U.S. DOLLARS ($500.00). NOTWITHSTANDING ANYTHING TO THE CONTRARY, DEVELOPER HAS NO WARRANTY, SERVICE LEVEL, SUPPORT, SECURITY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO THE PACKS (OR THEIR COMBINATION, INTERACTION OR USE WITH CODA’S SERVICES OR END USER’S DATA). END USER ACKNOWLEDGES AND AGREES THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF RISK AND WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND THAT DEVELOPER WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIABILITY LIMITATIONS. THIS SECTION WILL SURVIVE NOTWITHSTANDING ANY LIMITED REMEDY'S FAILURE OF ESSENTIAL PURPOSE.
Intellectual Property Rights. End User acknowledges and agrees that the Packs are provided under license, and not sold, to End User. End User does not acquire any ownership interest in the Packs under this Standard EULA, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions hereunder. Developer and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Packs and all intellectual property rights arising out of or relating to the Packs, except as expressly granted to End User in this Agreement.
Termination. End User’s rights to use the Packs shall automatically and immediately terminate upon End User’s failure to comply with the terms of this Standard EULA or Coda’s
. End User’s rights to use any Packs are co-terminous with End User’s continued right to use the Services. Upon termination of this Standard EULA, End User shall immediately cease use of the Packs and delete all copies of the Packs and all derivatives thereof. Sections 4 through 6 shall survive termination of this Standard EULA.
Warranties. End User hereby affirms, represents, warrants and covenants the following:
End User has full power and authority to enter into and perform End User’s obligations under these Standard EULA Terms without violating this or any other agreement (including Coda’s
End User’s use of the Packs as contemplated hereunder will not violate any applicable laws or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights.
End User will not distribute or resell the Packs or make any representations, warranties or commitments regarding Developer or Coda or on either of their behalf.
Export Regulation; US Government Rights. The Packs may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. End User shall not, directly or indirectly, export, re-export, or release the Packs to, or make the Packs accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. End User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside the United States. The Packs are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if End User is the US Government or any contractor therefor, End User shall receive only those rights with respect to the Packs as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
Modifications.This Standard EULA may be replaced by Developer at Developer’s sole discretion with a Custom EULA. This Standard EULA may also be modified by Coda from time to time. Any Custom EULA shall become effective on the date in which the Developer provides such terms to End User and End User accepts such terms of the Custom EULA. Any modifications to this Standard EULA by Coda will become effective on the effective date set forth in the revised Standard EULA, and all other changes will become effective upon posting of the modifications. If End User accesses or uses the Pack after the effective date, that use will constitute End User’s acceptance of any revised terms and conditions.
Last Modified: June 1, 2022
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