CodeLook Terms and Conditions
This is a legally binding Agreement between you and Christoph Wille. By signing this contract, you are agreeing to be bound by these terms and conditions, including the Software license and disclaimer of Software warranty below.
A. Copying Restrictions
In order to effect the license rights granted to you, you may install Software by copying it onto the hard disk or into the CPU memory of a System for use on that System, and you may make full or partial copies of Software, but only as necessary for backup or archival purposes. You agree that (i) your use and possession of such copies will be solely under the terms and conditions of this Agreement, and (ii) you will reproduce the same proprietary and copyright notices and legends on all copies, as shown by Christoph Wille.
B. Ownership of Software
You agree and acknowledge that Christoph Wille transfers no ownership interest in any Software or part Software, or in the intellectual property in any Software or in any Software copy, to you under this Agreement or otherwise, and that Christoph Wille reserves all rights not expressly granted to you in this License Agreement.
C. Transfer Restrictions
If you transfer ownership or otherwise dispose of any System containing Software, you may transfer Software and all licenses and rights in Software granted to you under this Agreement to the transferee provided that: (i) the transferee agrees in writing to accept the terms and conditions of this Agreement, and (ii) you also transfer all Software, including all copies, to the transferee. Except as provided in this Article, you may not sublicense, transfer or assign this Agreement or any of your rights or obligations under this Agreement, in whole or in part.
This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying the Software, and all copies thereof. This Agreement will terminate immediately without notice from Christoph Wille if you fail to comply with any provision of this Agreement. Upon termination, you must destroy the Software and all copies thereof.
E. Controlling Law
This Agreement shall be governed by and construed in accordance with the substantive laws of Austria, notwithstanding the conflicts of law provisions of that state or any other jurisdiction. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of federal and state courts located in Bad Ischl, Austria.
The term "CodeLook Customer" means any user who has purchased the Christoph Wille CodeLook Service. "Source Software" means the source code version (human readable format) of Software with any incorporated documentation, and including any modifications whether carried out by or on behalf of Christoph Wille.
You as a CodeLook Customer will restrict the use of the Source Software to your employees, agents, contractors, or sub-contractors on the following terms:
(a) You acknowledge that no title or rights of ownership, copyright or other intellectual property in the applicable Software or Source Software have been, are or will be transferred to you.
(b) You will only use the Source Software for your own internal purposes solely to maintain or enhance the object (binary) code of the related Software.
(c) You will not copy or permit the Source Software to be copied in whole or in part except as necessary for the taking of reasonable precautions for data security.
(d) You will not delete any copyright or proprietary marks on the Source Software.
(e) You will not sub-license, rent, lease, transfer, sell, charge, disclose, assign or make any commercial use of the Source Software either in whole or in part for money or other consideration or free of charge to any third party.
(f) You will not use the Source Software to provide services to any third party.
(g) You will not use the object (binary) code derived from the Source Software on any computer not licensed to use the related Software.
(h) You will take appropriate action by instruction, agreement, or otherwise with those of your employees, agents, contractors, or sub-contractors having access to the Source Software to restrict and control the use, copying, modification, protection and security of the Source Software in accordance with your Software License Agreement, both during and after the termination of any contracts such persons or entities have with you.
(i) You will limit access to the Source Software to those of your employees, agents, contractors, or sub-contractors who either have a need to know or who are directly engaged in the maintenance or enhancement of the related Software.
(j) Acknowledging that the Source Software has significant commercial value to Christoph Wille or its successors, in addition to keeping the Source Software secure you will keep Christoph Wille and its successors in title respectively indemnified against loss of the Source Software either in whole or in part through theft or negligence or breach of these CodeLook Service terms and conditions by:
(i) you; or
(ii) any of your employees, agents, contractors or sub-contractors; or
(iii) any third party who may obtain the Source Software from you, or from your employees, agents, contractors or sub-contractors, or from any of your premises.
G. Disclaimer of Warranty.
THE SOFTWARE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, AND Christoph Wille EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD PARTY'S PATENT(S), TRADE SECRET(S), COPYRIGHT(S) OR OTHER INTELLECTUAL PROPERTY RIGHTS. Christoph Wille DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
Furthermore, Christoph Wille does not warrant or make any representations regarding the use or the results of the use of the software or related documentation in terms of their correctness, accuracy, reliability, or otherwise. No oral or written information or advice given by Christoph Wille or Christoph Wille's authorized representative shall create any warranty or in any way increase the scope of this warranty. Should the Software prove defective, you (and not Christoph Wille or Christoph Wille's authorized representative) assume the entire cost of all necessary servicing, repair or correction. Some states do not allow exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
H. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL Christoph Wille BE LIABLE FOR ANY LOST REVENUE OR PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF Christoph Wille OR Christoph Wille'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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. IN NO EVENT SHALL Christoph Wille'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.