CODEX SYSTEMS - SOFTWARE LICENSE AGREEMENT

Please read this software license agreement carefully before downloading, installing, or using the Software.

BY CLICKING ON THE "I ACCEPT THE TERMS OF THE LICENSE AGREEMENT" BUTTON BELOW THIS AGREEMENT OR BY DOWNLOADING, INSTALLING, UPLOADING, ACCESSING, OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.

A CONTRACT IS THEN FORMED BETWEEN CODEX SYSTEMS INC. AND EITHER YOU PERSONALLY, IF YOU ACQUIRE THE SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE SOFTWARE.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, (A) DO NOT DOWNLOAD, INSTALL, UPLOAD, ACESSS, OR OTHERWISE COPY OR USE THE SOFTWARE, (B) CLICK THE "I DO NOT ACCEPT THE TERMS OF THE LICENSE AGREEMENT" BUTTON BELOW THIS AGREEMENT TO STOP THE DOWNLOAD OR INSTALLATION PROCESS OR TO EXIT THE SOFTWARE, AND (C) UNINSTALL OR OTHERWISE REMOVE THE SOFTWARE FROM ALL COMPUTERS OR STORAGE DEVICES.

1. OWNERSHIP OF SOFTWARE

The Software and any authorized copies that you make are the intellectual property of and are owned by Codex Systems. The structure, organization, and source code of the Software are the valuable trade secrets of Codex Systems, and you will keep such trade secrets confidential. You have only the limited rights with respect to the Software expressly set forth in this agreement, and you have no other rights, implied or otherwise. The Software is licensed, not sold.

2. LICENSE GRANT

Codex Systems grants you a nonsublicenseable, nonexclusive, nontransferable, limited license to use one (1) copy of the Software on any single computer for a fixed term. The Software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer—for example, a hard disk, CD-ROM or other storage device.

3. TERM AND TERMINATION

This agreement takes effect upon your acceptance of the agreement and remains in effect until terminated.

This agreement is automatically terminated 15 days after you first use the Software. If you purchase a one-year license from Codex Systems, this agreement is automatically terminated 365 days after the date of purchase.

This agreement is automatically terminated if you fail to comply with any provision or condition of the agreement. You may terminate this agreement at any time by uninstalling the Software and destroying all copies of the Software in your possession.

Upon termination of this agreement, you will cease all use of the Software, uninstall the Software and destroy all copies of the Software in your possession.

4. PERMITTED ACTIONS AND OBLIGATIONS

4.1 Backups

You may make one (1) backup copy of the Software solely for backup purposes in the event that your primary copy of the Software becomes inoperable. You may install and access such backup copy of the Software only in the event that the primary copy of the Software becomes inoperable and you are otherwise unable to access the Software.

4.2 Updates

You may update the Software whenever Codex Systems makes such updates available.

4.3 Internet Access

You will permit the Software to access the Internet in order to activate your license key, periodically validate your license key, and periodically check for and download Software updates from Codex Systems.

5. PROHIBITED ACTIONS

5.1 Intended Use

You will not use the Software other than as permitted by this agreement. You will not use the Software in a manner inconsistent with its design or documentation.

5.2 Third Party Access

The Software contains trade secrets and proprietary information that belongs to Codex Systems, and it is being made available to you in strict confidence. You will not provide the Software to a third-party or allow access to the Software by a third-party, including but not limited to making the Software accessible via a private or public network, such as the Internet or a peer-to-peer network.

5.3 Unbundling

The Software is designed and provided to you as a single product to be installed and used as a single product on a single computer. You will not unbundle or separate the Software’s components, including its documentation, for access, use, transfer, or distribution on more than one computer.

5.4 Modifications

You will not modify, port, adapt, or translate the Software, or create derivative works based on the Software, including translation or localization.

5.5 Reverse Engineering

You will not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software.

5.6 Transfer of Rights

You will not rent, lease, sell, sublicense, assign, or transfer your rights in the Software.

5.7 Transfer of Software

Once installed on a computer, you will not attempt to transfer the Software from that computer to another computer.

5.8 Circumvention

You will not attempt to use the Software beyond the term of this agreement or attempt to remove, defeat or circumvent the time-control disabling function of the Software. You will not attempt to remove, defeat or circumvent any form of copy protection used by Codex Systems in connection with the Software. You will not attempt to remove, defeat or circumvent any usage restrictions or enable Software functionality disabled by Codex Systems. You will not use the Software together with any license key not supplied to you directly by Codex Systems.

5.9 Export

You will not ship, transfer or export the Software to any country, or use the Software in any manner, prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.

5.10 Competitive Analysis

You will not use the Software for competitive analysis.

6. LIMITED WARRANTY

Codex Systems warrants to you that for ninety (90) days after your purchase of a one-year license from Codex Systems that the Software will perform in accordance with the documentation and that the media on which the Software is provided to you, if any, will be free from defects in materials and workmanship.

Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either return the price you paid, or repair or replace the media that does not meet the foregoing warranty if it is returned to us with a copy of your receipt.

CODEX SYSTEMS DOES NOT AND CANNOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, CODEX SYSTEMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. CODEX SYSTEMS PROVIDES THE SOFTWARE AS IS AND WITH ALL FAULTS.

Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties that cannot be excluded are limited to DEFECTS DISCOVERED DURING THE PERIOD OF THE LIMITED WARRANTY (NINETY (90)] DAYS); AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. This warranty gives you specific legal rights. You may have other rights which vary from state to state or jurisdiction to jurisdiction.

7. LIMITATION OF LIABILITY

IN NO EVENT WILL CODEX SYSTEMS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF CODEX SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.

Some states or jurisdictions do not allow the exclusion or limitation of liability for incidental, consequential or special damages, so the above limitation may not apply to you.

8. GOVERNING LAW

This agreement and any disputes arising out of or in connection with this agreement shall be governed by the laws of the Province of Ontario, Canada, without reference to conflict-of-laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.

9. GENERAL PROVISIONS

If any provision of this agreement is held to be unenforceable, this agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this agreement will immediately terminate. This agreement is the entire agreement between you and Codex Systems relating to the Software. It supersedes any prior representations, discussions, undertakings, communications, advertising, or license agreements relating to the Software. No modification of this agreement will be binding, unless in writing and signed by an authorized representative of each party.

10. MORE INFORMATION

If you have any questions regarding this agreement or if you wish to request additional information from Codex Systems, please use the contact information available at www.codex-systems.ca/contact.

Codex is a registered trademark of Codex Systems Inc.