PLEASE READ CAREFULLY BEFORE ACCESSING ANY SOFTWARE FROM THIS WEBSITE:

This end-user license agreement (License) is a legal agreement between you (Licensee or you) and Codasip s.r.o. of Technická 2935/23, Královo Pole, 616 00 Brno, Czechia (Licensor, us or we) for:

• Codasip Studio in the Cloud computer software (Software); and
• any accompanying printed materials or online electronic documents (Documents).

You must agree to all of the terms of this License in order to use the Software or Documents. This License Agreement does not constitute a sale or any transfer of ownership of the Software or Documents to you. We remain the owners of the Software and Documents at all times.

IMPORTANT NOTICE TO ALL USERS:

• BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO (AND/OR BY ACCESSING THE SOFTWARE AND/OR MATERIALS YOU ARE DEEMED TO HAVE AGREED TO) THE TERMS OF OUR PRIVACY POLICY (https://codasip.com/privacy-policy/) AND THIS LICENCE WHICH WILL BIND YOU. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 4 AND CONDITION 5. THIS LICENSE TAKES EFFECT ON THE EARLIER OF: (I) THE DATE WHEN YOU CLICK "ACCEPT" BUTTON BELOW; AND (II) THE DATE WHEN YOU FIRST ACCESS THE SOFTWARE AND/OR MATERIALS.
• IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST CLICK ON THE “REJECT” BUTTON BELOW AND YOU MAY NOT ACCESS THIS SOFTWARE OR DOCUMENTS.

1. GRANT AND SCOPE OF LICENCE

• 1.1 We grant to you a personal, limited, revocable, non-exclusive, non-transferable license, without the right to sub-license, to use the Software and the Documents on the terms of this License.
• Subject to your compliance with the terms of this License, you may:
  • (a) access and use the Software subject to the restrictions herein for non-commercial research and/or non-commercial educational purposes at a university or other higher education institution only; and
  • (b) use any Documents in support of the use permitted by 1.2(a).
  Except as expressly set forth herein, no other rights or licenses are granted to you (whether express or implied). No licenses are granted to third party software.
• 1.3 The License granted to you under Clause 1.1 shall be remain valid until we have informed you otherwise or until the login credentials you must use to access the Software and Documentation have either expired or been revoked.

2. RESTRICTIONS

• 2.1 Except as expressly set out in this License or as permitted by any local law, you undertake:
  • (a) not to use the Software or the Documents in a way prohibited by law, regulation, governmental order, or decree;
  • (b) not to violate the rights of third parties or to put our intellectual property rights at risk;
  • (c) not to try to gain unauthorized access to or disrupt any service, device, data, account, or network related to the Software or otherwise to us or to in any way harm or impair us or anyone else's use of the Software or the Documents;
  • (d) not to copy the Software or Documents or any part thereof except where such copying is incidental (if at all) to the technical access for normal use of the Software in the form as permitted in this License;
  • (e) not to rent, lease, sub-license, loan, or otherwise distribute or enable access to third parties, translate, merge, adapt, vary or modify the Software or Documents, or any part thereof;
  • (f) not to make alterations to, or modifications of, the whole or any part of the Software or the Documents, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
  • (g) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing
  • (h) not to obtain unauthorized access to, or interfere by any means with, any user, system, network, service, or account, including evasion of filters or breach of the security or integrity of any network or system;
  • (i) to supervise and control use of the Software and ensure that the Software is used in accordance with the terms of this License;
  • (j) not to provide or otherwise make available the Software and/or the Documents in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and
  • (k) to comply with all applicable technology control or export laws and regulations.

For the avoidance of doubt, the restrictions above prohibit any circulation or transmission of any academic or research paper making any reference whatsoever to the Software, the Documentation or any information relating to or contained therein, without the express written authorization of Codasip s.r..o.

• 2.2 You are responsible for compliance with this License and use of the Software and Documents conducted under your account.

3. INTELLECTUAL PROPERTY RIGHTS

• 3.1 You acknowledge that, as between you and us, all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold or otherwise transferred) to you only under the terms of the License, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this License.
• 3.2 You acknowledge that you have no right to have access to the Software in source code form.

4. LIMITED WARRANTY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAWS, THE SOFTWARE AND THE DOCUMENTS ARE PROVIDED ON AN "AS IS" BASIS, AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. YOUR USE OF THE SOFTWARE AND THE DOCUMENTS IS AT YOUR SOLE RISK. In particular, we do not warrant that (i) the Software and/or the Documents will meet your specific requirements or is fit for a particular purpose; (ii) the Software is fully compatible with any particular platform; (iii) your use of the Software will be uninterrupted, timely, secure, or error-free; (iv) the results that may be obtained from the use of the Software will be accurate or reliable; (v) the quality of any products, services, information, or other material purchased or obtained by you through the Software or the Documents will meet your expectations; (vi) the Software and/or the Documents would be error-free or that any errors in the Software or the Documents will be corrected; (vii) your use of the Software will not result in any loss of data; or (viii) your use of the Software and/or the Documents will not infringe any third party rights.

5. LIMITATION OF LIABILITY

• 5.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.
• 5.2 We only supply the Software and Documents for the purpose set out in Condition 1.2, and you agree not to use the Software or Documents for any other purposes, including any commercial activities.
• 5.3 To the fullest extent not prohibited under applicable mandatory law, we shall not in any circumstances whatever be liable to you for any loss or damage arising under, or in connection with this License, whether in contract, tort (including negligence), breach of statutory duty, or otherwise. Further, to the extent not prohibited by law, in no event shall we be liable for personal injury or for incidental, indirect, special, or consequential damages whatsoever (including, without limitation, loss of profits, loss of data, loss of goodwill, business interruption, or any other commercial damages or losses) arising out of or related to the Software and/or the Documents or your use thereof, regardless of the theory of liability and whether or not we have been advised of the possibility of such damages. You expressly accept and agree the aforesaid to the extent any claim exists or arises in relation to this License (including, without limitation, the provision of the Software or the Documents).
• 5.6 This License sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this License, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this License whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6. TERMINATION

• 6.1 We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Software and/or the Documents (or any part thereof and/or your access thereto) or to cancel the License with or without notice. The License will also terminate automatically with immediate effect if you fail to comply with any term of the License. We shall not be liable to you or to any third-party for any modification, suspension or discontinuance of the Software, Documents, and/or the License.
• 6.2 On termination for any reason:
  • (a) all rights granted to you under this License shall cease with immediate effect;
  • (b) you must immediately cease all activities authorized by this License (including, without limitation, accessing the Software); and
  • (c) we have no obligations towards you.

7. COMMUNICATIONS BETWEEN US

7.1 We may update the terms of this License at any time on notice to you in accordance with this Condition 7. Your continued use of the Software and Documents following the deemed receipt and service of the notice under Condition 7.3 shall constitute your acceptance to the terms of this License, as varied. If you do not wish to accept the terms of the License (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.

7.2 If we have to contact you, we will do so by email to the address you provided in accordance with your registration of the Software.

7.3 Note that any notice:

• (a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website or 24 hours after an email is sent; and
• (b) given by you to us will be deemed deceived and properly served 24 hours after an email is sent.

7.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

8. HOW WE MAY USE YOUR PERSONAL INFORMATION

8.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in https://codasip.com/privacy-policy/ and it is important that you read that information.

9. OTHER IMPORTANT TERMS

9.1 We may transfer this License and/or our rights and obligations under this License to another organization

9.2 You may only transfer your rights or your obligations under this License to another person if we agree in writing prior to such transfer.

9.3 This License and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this License or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this License or any document expressly referred to in it.

9.4 If we fail to insist that you perform any of your obligations under this License, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.

9.5 Each of the conditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

9.6 This License, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.