Licensee must at all times:
- (a) ensure that only an Authorised User uses the Software and only in accordance with the terms and conditions of this EULA,
- (b) ensure that the Software is not used for rental, timesharing, subscription service, hosting or outsourcing.
7.2 Negative Obligations
Licensee must not, whether through negligent act or omission, or without the prior written consent of Codedoers, which may be withheld at Codedoers’s discretion and include certain conditions: (a) sell; sublicense; redistribute; reproduce; transmit; circulate; disseminate; translate or reduce to or from any electronic medium or machine readable form the Software or any data/information not owned by the Licensee which is provided to Licensee through the Software to a person who is not an Authorised User; (b) except as otherwise permitted in this EULA, publish; promote; broadcast; circulate or refer publicly to the Codedoers name; trade name; trademark; service mark or logo; (c) commit any act or omission the likely result of which is that Codedoers’s or any of its third party suppliers’ reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on Codedoers’s interests; (d) distribute the Software via OEM Distribution without entering into a separate OEM Distribution Agreement with Codedoers.
Without prejudice to any other rights and in addition to any other termination rights in this EULA, Codedoers may terminate with immediate effect, this EULA if
- (a) the Licensee fails to comply with the terms and conditions of this EULA; or
- (b) Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts; or
- (c) Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of Licensee with one or more other companies or the solvent reconstruction of Licensee; or
- (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Licensee (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of Licensee with one or more other companies or the solvent reconstruction of Licensee; or
- (e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over Licensee (being a company); or
- (f) the holder of a qualifying floating charge over the assets of Licensee (being a company) has become entitled to appoint or has appointed an administrative receiver; or (g) a person becomes entitled to appoint a receiver over the assets of Licensee or a receiver is appointed over the assets of Licensee; or
- (h) a creditor or encumbrancer of Licensee attaches or Licensee takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Licensee’s assets and such attachment or process is not discharged within 14 days; or
- (i) Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
- (j) any event occurs, or proceeding is taken, with respect to Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 11.1(a) to (i) (inclusive).
11.2 Immediately upon termination of a license granted under this EULA, the Licensee must at its own cost:
- (a) cease permitting access to and procure that all Authorised Users immediately cease all use of the Software; and
- (b) remove all copies of the Software from its computer systems or any Uncontrolled Systems;
- (c) provide Codedoers with written certification that it has destroyed all copies of the Software including but not limited to all Accessible Code in its possession, custody or control.
12. Infringement Indemnification
Codedoers shall have no liability to the Licensee where faults arise from:
- (a) the possession, use, development, modification or maintenance of the Software (or any part thereof) by the Licensee other than in accordance with this licence, if the infringement would have been otherwise avoided; or
- (b) misuse, incorrect use of or damage to the Software from whatever cause (other than any act or omission by Codedoers); or
- (f) any breach of the Licensee’s obligations under this licence; or
- (g) any modification not authorised by Codedoers resulting in a departure from the licence; or
- (h) any operator error on the part of the Licensee.
15. Publicity Rights
Licensee grants Codedoers the right to include Licensee as a customer in Software promotional material. Licensee can deny Codedoers this right at any time by submitting a written request via email to email@example.com, requesting to be excluded from Software promotional material. Requests made after Purchasing may take thirty (30) calendar days to process.
Licensee may assign this EULA to:
- (i) succeeding parties in the case of a merger, acquisition or change of control; or
- (ii) if Licensee is a supplier to a government agency; provided, however, that in each case,
- (a) Codedoers is notified in writing within ninety (90) days of such assignment,
- (b) the assignee agrees to be bound by the terms and conditions contained in this EULA and
- (c) upon such assignment the assignee makes no further use of the Software licensed under this EULA. Codedoers may assign its rights and obligation under this EULA without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this Agreement.
If the Software is acquired by the Licensee in the United States, the Licensee acknowledges:
- (a) the Software is subject to U.S. export jurisdiction and agrees to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments and notwithstanding the above; and
- (b) the provisions of the USA Uniform Computer Information Transaction Act do not apply to this EULA.
The export of the Software from the country of original Purchase may be subject to control or restriction by applicable local law. Licensee is solely responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorisation. Licensee agrees not to export the Software from any country in violation of applicable legal restrictions on such export.
19.2 Dealing with problems or disagreements
- (i) If any dispute arises in connection with this Agreement that cannot be easily resolved in the usual course of business, either party shall send a written request to the other for a meeting to discuss the dispute, the reason for the dispute and their reasoned opinion for their position. The parties agree to use their reasonable endeavours to meet promptly in good faith to resolve the dispute.
- (ii) If the dispute is not resolved at any such meeting described, then the parties shall attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
- (iii) No party may commence any court proceedings or arbitration proceedings in relation to any dispute arising out of this Agreement until it has attempted to settle the dispute in accordance with clauses 19.2 (i) and (ii) above and either the mediation has terminated or the other party has failed to participate in the mediation, provided that this clause shall not apply if the right to issue such proceedings or any remedy which is to be sought in such proceedings would thereby be prejudiced.
19.3 Exclusion of UN Convention
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.