Users of xSkrape for Excel Add-ins (in Microsoft Office Store): "xSkrape for Excel On-line Add-In Terms of Use" and the "Privacy Policy Agreement" apply to you.
Users of xSkrape Online Services: "xSkrape Online Services Terms of Use" and the "Privacy Policy Agreement" apply to you (for example, as someone who uses an Account and the xSkrape Application Programming Interface but may or may not use any add-in product.)
Users of xSkrape Web Site (only): "xSkrape Online Services Terms of Use" and the "Privacy Policy Agreement" apply to you (for example, as someone who may or may not have an Account but may browse content, contribute, etc.).
Users of xSkrape Libraries: "xSkrape & SQL-Hero Custom Libraries and Tools Terms of Use" and the "Privacy Policy Agreement" apply to you.
Users of XS Tool Suite: "xSkrape Tool Suite (SQL-Hero)" section and the "Privacy Policy Agreement" apply to you.
Users of other xSkrape products: rely on license agreements found within the products.
If you have questions about any license agreement or terms of use, please contact us.
This Agreement is between the entity you represent, or, if you do not designate an entity in connection with the Product, you individually ("you" or "your"), and CodeX Enterprises LLC ("we", "us", or "our", "CodeX"). This Agreement applies to the software we publish in the Microsoft Office Store, and its interactions with our public-facing Web Sites (www.xskrape.com and www.codexframework.com) and our Online Services (hosted at www.xskrape.com), collectively called the "Service" or "Services" or "Product". Your ability to use the Product and Services relies on creating an Account ("Account") on our Web Site, which is also covered by this Agreement. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Your continued use of the Product or Services implies acceptance of this Agreement. If you do not agree to this Agreement, then you may not use the Product or Services.
1. USE OF PRODUCT
a. Right to use. We grant you the right to install, access and use the Product, as executed locally on your client computers and on our Services, as further described in this Agreement. We reserve all other rights.
2. ACCEPTABLE USE
a. You may use the Product only in accordance with this Agreement.
b. You may not:
3. PURCHASING PRODUCT AND/OR SERVICES
a. Payment model. The product is purchased through the Microsoft Office Store. Trials and product fees are set, by product, as outlined in the Microsoft Office Store.
b. Refunds. We do not offer refunds for all but cases that we determine are exceptional. Most products offer a trial period which is an opportunity to establish the usefulness and applicability of the Product and Services prior to the need to purchase.
4. CONSENT TO USE DATA
You agree that we may collect and use technical information gathered as part of your use of the Product and Online Services, to help improve the Product and Online Services. We do not share such data with any third-parties.
5. TERMINATION
Without prejudice to any rights available to us at law or in equity, this Agreement will terminate at our discretion if you fail to comply with any term or conditions hereof, either by (1) our determination in consultation with you, or (2) you fail to respond to a claim of a breach of Agreement within a reasonable time, or (3) if we receive credible and valid complaints about your abuse of any terms of this Agreement. In such event, we will suspend your access to our Services, which may effectively forefit any credit balance you have. We will provide notice of such suspension to the email address you have associated with your Account. In the event of termination of this Agreement for any reason, all sections will survive except for Section 1 (a) ("Use of Product, Right to Use") and Section 3 (c) ("Purchasing Product and/or Services, Notification of rate changes").
6. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE PRODUCT AND SERVICES "AS IS", "AS AVAILABLE", AND WITH ALL FAULTS, AND YOU HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND SERVICES, REMAINS WITH YOU. OUR SERVICES MAY FROM TIME TO TIME EXPERIENCE PROBLEMS DUE TO FORCES BEYOND OUR CONTROL, OR EVEN WHEN IN OUR CONTROL, WE MAKE NO OFFER OF A SERVICE LEVEL AGREEMENT AT THIS TIME.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CODEX OR THROUGH OR FROM THE SERVICES OR PRODUCTS OF CODEX SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
WE ALSO MAKE NO WARRANTIES WITH RESPECT TO WHICH WEB SITES OR SERVICES THE PRODUCT AND/OR SERVICES MAY OR MAY NOT WORK, FUNCTION OR INTERACT WITH. SITE OPERATORS MAY CHANGE THEIR POLICIES AND/OR DATA FORMATS AT ANY TIME SO WHAT MAY WORK WITH THE PRODUCT AND/OR SERVICES IN THE PRESENT MAY NOT WORK IN THE FUTURE.
7. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT AND/OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, OR RELATED CONTENT THROUGH THE PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF OUR WARRANTY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, IN WHICH EVENT, THE LIMITATION OF LIABILITY WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
8. LIMITATION OF LIABILITY AND REMEDIES
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES), OUR ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT, AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO CODEX FOR THE PRODUCT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9. REVISIONS TO TERMS
We reserve the right to revise this Agreement on our website, or by notifying you by post or by email. If terms are changed, you will be advised when you next log into your xSkrape.com Account. Your continued use of the Product and/or Services shall be deemed to constitute acceptance of any revised terms.
10. YOUR INDEMNITY FOR MISUSE
If any third party action is initiated against CodeX and/or its affiliates as a result of your breach of this Agreement, you shall, at your expense, defend or settle and indemnify CodeX and/or its affiliates (as applicable) for such action, and you shall pay all damages attributable to such claim and awarded against CodeX and/or our affiliates after you have exhausted all rights of appeal which you in your sole discretion desires to exercise or amounts paid in a settlement approved by you in writing, provided (i) you are given prompt written notice of such claim, (ii) you have sole control of the defence and all related settlement negotiations, and (iii) we provide you with the assistance, information, and authority necessary to perform the above; reasonable expenses incurred by CodeX in providing such assistance will be reimbursed by you.
11. APPLICABLE LAW
If you are using the Product in the United States, this Agreement is governed by the laws of the State of California. If you are using the Product in Canada, unless expressly prohibited by local law, this Agreement is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you are using the Product in the European Union, Iceland, Norway, or Switzerland, then local law applies. If you are using the Product in any other country, then this Agreement is governed by the laws of the State of California. The foregoing provisions apply notwithstanding any conflict of laws principles that would require the laws of another jurisdiction. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DO NOT APPLY TO THIS AGREEMENT.
12. MISCELLANEOUS
a. This Agreement supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this Agreement.
b. To the extent the terms of any CodeX policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control.
c. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
d. You may not assign this Agreement (by operation of law or otherwise) without our prior written consent. Any prohibited assignment shall be null and void.
e. We may freely assign this Agreement.
f. In the event that any legal action is required in order to enforce or interpret any of the provisions of this Agreement, the prevailing party in such action shall recover all reasonable costs and expenses, including attorney's fees, incurred in connection therewith.
g. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.
h. As used herein, the term "including" means "including but not limited to".
i. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control.
j. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the affected provision.
k. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
l. All waivers and amendments must be in a writing signed by an authorized representative of each party.
m. The terms and conditions of any purchase order, or any other document submitted by you that conflicts with or in any way purports to amend this Agreement, are hereby specifically objected to and shall be of no force or effect, unless the same refers to this Agreement and the particular term is expressly agreed to in writing by an officer of CodeX and your authorized representative.
n. U.S. export jurisdiction. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.
13. WEB CONTENT
You grant us a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, perform, display, distribute, and make derivative works from content you post that is publicly accessible in forums and other such public venues. Content published on our site from the user community (for example through our hosted RSS platform, although not limited to this) is to be used at your own risk. We offer no warranty about correctness, suitability or safety of such third party content.
14. MODERATION
You agree we may moderate CodeX access and use in our sole discretion, e.g. by blocking (e.g. IP addresses), filtering, deletion, delay, omission, verification, and/or access/account/license termination. You agree (1) not to bypass said moderation, (2) we are not liable for moderating, not moderating, or representations as to moderating, and (3) nothing we say or do waives our right to moderate, or not.
15. EXPORT RESTRICTIONS
The Product is not authorized for use in any region that is identified in current U.S. Export Administration Regulations that would be precluded for any classification or country restriction that is identified for the product within the Microsoft Store. You are responsible for the claim that your acquisition and use of the software is in compliance with these U.S. Export Administration Regulations.
This Agreement is between the entity you represent, or, if you do not designate an entity in connection with the Services, you individually ("you" or "your"), and CodeX Enterprises LLC ("we", "us", or "our", "CodeX"). This Agreement applies to our public-facing Web Sites (www.xskrape.com and www.codexframework.com), our Online Services (hosted at www.xskrape.com), and Software that uses these Services (such as our Excel add-ins), collectively called the "Service" or "Services". Your ability to use key aspects of the Services relies on creating an Account ("Account") on our Web Site, which is also covered by this Agreement. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Your continued use of the Services implies acceptance of this Agreement. If you do not agree to this Agreement, then you may not use the Services.
1. USE OF SERVICES
a. Right to use. We grant you the right to use our Services, as further described in this Agreement. We reserve all other rights.
b. Responsibility for your accounts. Your Account can reveal your "access keys" which can be used to access our Services through an Application Programming Interface (API) layer. This key should be considered secret and maintained with utmost security since requests made using it will incur credit usage against your Account. You must promptly notify us about any possible misuse of your accounts, hardware or authentication credentials or any security incident related to the Services. You are responsible for the sharing of credentials and keys that allow others to access your Account or our Services on your behalf. You are able to deactivate your Account from the Account Profile page, which turns off credit usage from all clients that have access to your Account.
2. ACCEPTABLE USE
a. You may use the Services only in accordance with this Agreement.
b. You may not:
3. PURCHASING PRODUCT AND/OR SERVICES
a. Payment model. Our Services in cases rely on having a link to a user Account (an "Account") that's established on our Web Site and managed through the Services. Your Account maintains a balance of "credits" that may either be granted to you for no charge, or purchased by you. You may purchase credits from us directly or through other third parties (e.g. a Microsoft Office Store subscription, billed monthly). Credits typically have an expiration date, using an "oldest first" model when determining an "expiration adjustment". Your use of the Services typically incurs credit usage and the Services will stop functioning if your credit balance falls below the minimum required to satisfy requests. Current transaction rates are published on-line. Your xSkrape.com Account can present you with details about your credit usage, balances, etc.
b. Change of rates. We reserve the right to change transaction rates at any time.
c. Notification of rate changes. We will advise you by email at least fourteen (14) days prior to a rate adjustment that involves rates being increased, using the email address you have provided to us associated to your Account, so long as the rates relate to a feature not identified as being in "beta" ("beta" features are by definition incomplete and we therefore have not established offical final rates).
d. Refunds. We do not offer refunds for credit purchases. We offer "free credits" at strategic points in time (e.g. introduction of new features, etc.) to offer you an opportunity to establish the usefulness and applicability of the Services prior to the need to purchase credits.
4. CONSENT TO USE DATA
You agree that we may collect and use technical information gathered as part of your use of the Services, to help improve the Services. We do not share such data with any third-parties.
5. TERMINATION
Without prejudice to any rights available to us at law or in equity, this Agreement will terminate at our discretion if you fail to comply with any term or conditions hereof, either by (1) our determination in consultation with you, or (2) you fail to respond to a claim of a breach of Agreement within a reasonable time, or (3) if we receive credible and valid complaints about your abuse of any terms of this Agreement. In such event, we will suspend your access to our Services, which may effectively forefit any credit balance you have. We will provide notice of such suspension to the email address you have associated with your Account. In the event of termination of this Agreement for any reason, all sections will survive except for Section 1 (a) ("Use of Product, Right to Use") and Section 3 (c) ("Purchasing Product and/or Services, Notification of rate changes").
6. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES "AS IS", "AS AVAILABLE", AND WITH ALL FAULTS, AND YOU HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SERVICES, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES, REMAINS WITH YOU. OUR SERVICES MAY FROM TIME TO TIME EXPERIENCE PROBLEMS DUE TO FORCES BEYOND OUR CONTROL, OR EVEN WHEN IN OUR CONTROL, WE MAKE NO OFFER OF A SERVICE LEVEL AGREEMENT AT THIS TIME.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CODEX OR THROUGH OR FROM THE SERVICES OR PRODUCTS OF CODEX SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
WE ALSO MAKE NO WARRANTIES WITH RESPECT TO WHICH WEB SITES OR SERVICES THE SERVICES MAY OR MAY NOT WORK, FUNCTION OR INTERACT WITH. SITE OPERATORS MAY CHANGE THEIR POLICIES AND/OR DATA FORMATS AT ANY TIME SO WHAT MAY WORK WITH THE SERVICES IN THE PRESENT MAY NOT WORK IN THE FUTURE.
7. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, OR RELATED CONTENT THROUGH THE SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF OUR WARRANTY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, IN WHICH EVENT, THE LIMITATION OF LIABILITY WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
8. LIMITATION OF LIABILITY AND REMEDIES
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES), OUR ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT, AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO CODEX FOR THE SERVICES GIVING RISE TO THE CLAIM, AT A TRANSACTION LEVEL. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9. REVISIONS TO TERMS
We reserve the right to revise this Agreement on our website, or by notifying you by post or by email. If terms are changed, you will be advised when you next log into your xSkrape.com Account. Your continued use of the Services shall be deemed to constitute acceptance of any revised terms.
10. YOUR INDEMNITY FOR MISUSE
If any third party action is initiated against CodeX and/or its affiliates as a result of your breach of this Agreement, you shall, at your expense, defend or settle and indemnify CodeX and/or its affiliates (as applicable) for such action, and you shall pay all damages attributable to such claim and awarded against CodeX and/or our affiliates after you have exhausted all rights of appeal which you in your sole discretion desires to exercise or amounts paid in a settlement approved by you in writing, provided (i) you are given prompt written notice of such claim, (ii) you have sole control of the defence and all related settlement negotiations, and (iii) we provide you with the assistance, information, and authority necessary to perform the above; reasonable expenses incurred by CodeX in providing such assistance will be reimbursed by you.
11. APPLICABLE LAW
If you are using the Services in the United States, this Agreement is governed by the laws of the State of California. If you are using the Services in Canada, unless expressly prohibited by local law, this Agreement is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you are using the Services in the European Union, Iceland, Norway, or Switzerland, then local law applies. If you are using the Services in any other country, then this Agreement is governed by the laws of the State of California. The foregoing provisions apply notwithstanding any conflict of laws principles that would require the laws of another jurisdiction. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DO NOT APPLY TO THIS AGREEMENT.
12. MISCELLANEOUS
a. This Agreement supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this Agreement.
b. To the extent the terms of any CodeX policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control.
c. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
d. You may not assign this Agreement (by operation of law or otherwise) without our prior written consent. Any prohibited assignment shall be null and void.
e. We may freely assign this Agreement.
f. In the event that any legal action is required in order to enforce or interpret any of the provisions of this Agreement, the prevailing party in such action shall recover all reasonable costs and expenses, including attorney's fees, incurred in connection therewith.
g. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.
h. As used herein, the term "including" means "including but not limited to".
i. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control.
j. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the affected provision.
k. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
l. All waivers and amendments must be in a writing signed by an authorized representative of each party.
m. The terms and conditions of any purchase order, or any other document submitted by you that conflicts with or in any way purports to amend this Agreement, are hereby specifically objected to and shall be of no force or effect, unless the same refers to this Agreement and the particular term is expressly agreed to in writing by an officer of CodeX and your authorized representative.
n. U.S. export jurisdiction. The Services are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.
13. WEB CONTENT
You grant us a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, perform, display, distribute, and make derivative works from content you post that is publicly accessible in forums and other such public venues. Content published on our site from the user community (for example through our hosted RSS platform, although not limited to this) is to be used at your own risk. We offer no warranty about correctness, suitability or safety of such third party content.
14. MODERATION
You agree we may moderate CodeX access and use in our sole discretion, e.g. by blocking (e.g. IP addresses), filtering, deletion, delay, omission, verification, and/or access/account/license termination. You agree (1) not to bypass said moderation, (2) we are not liable for moderating, not moderating, or representations as to moderating, and (3) nothing we say or do waives our right to moderate, or not.
15. EXPORT RESTRICTIONS
Parts of the Product and/or Services contains encryption technology that classifies it as ECCN 5D992 NLR. The Product is not authorized for use in any region that is identified in current U.S. Export Administration Regulations that would be precluded for this classification. You are responsible for the claim that your acquisition and use of the software is in compliance with these U.S. Export Administration Regulations.
This Agreement is between the entity you represent, or, if you do not designate an entity in connection with the Products, you individually ("you" or "your"), and CodeX Enterprises LLC ("we", "us", or "our", "CodeX"). If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Your continued use of the Products covered by this Agreement implies acceptance of this Agreement. If you do not agree to this Agreement, then you may not use the Products.
1. SCOPE
a. This Agreement applies to our published code libraries as found on NuGet and Github, identified with "xSkrape" and/or "CodeX" in their titles. It also applies to all of our products that are installed to run locally on your compute resources, including "SQL-Hero" for versions greater than 4.2.0. (The "Product" or "Products")
b. It does not apply to libraries that are otherwise indicated as governed by other licenses, such as MIT licensing for samples and xSkrape.APIWrapper.REST.
c. Acceptance of this Agreement does not imply acceptance of license agreements or terms of use for other third-party products, packages or assemblies that may be referenced by xSkape components covered by this Agreement. You must separately agree to all such third-party license agreements before using any xSkrape libraries that reference them, or we do not grant you right to use the Products covered by this Agreement. Our NuGet packages may not enforce this, and you are responsible for examining the dependencies list and ensuring compliance. This Agreement neither confers any additional or special rights for any other third party products, nor does it endorse or warrant the suitability or stability of any other third party products.
d. Acceptance of this Agreement does not imply acceptance of the Terms of Use set forth for xSkrape Online Services. These are goverened by the terms of use found here. Significant functionality of the product will not be available unless you set up an xSkrape.com account which is governed by the xSkrape Online Services Terms of Use and Privacy Policy.
2. GRANT OF LICENSE
a. Right to use. We grant you the right to use our Products, as further described in this Agreement. We reserve all other rights.
b. We grant you a world-wide, royalty-free, nonexclusive, non-transferable limited license to install and use the Products in your own works, subject to the terms set forth in this Agreement.
c. You shall require your end users to execute an agreement binding them to terms, with respect to the Products, materially consistent and no less restrictive than the terms of this Agreement.
3. ACCEPTABLE USE
a. You may use the Products only in accordance with this Agreement.
b. You may not:
4. PURCHASING PRODUCTS AND/OR SERVICES
a. Payment model. Our Products may offer some functionality for a fee, and some functionality may be free. All fee-based functionality relies on charges made against your xSkrape.com user account ("Account") that's established on our Web Site and managed through the xSkrape Online Services. The choice of what functionality is covered as free or fee-based, along with the general billing model is subject to change, with advance notice through the email you provide for your xSkrape.com Account. Fee-based functionality can be per request, or per machine per billable period. "Per machine" can refer to where Product code is executing or in the case of self-hosting scenarios, all machines making requests of the hosted Product. All fees are charged via credits that are assigned to your Account as described in more detail in the xSkrape Online Services Terms of Use. We may limit your ability to use the Products if you are unable to satisfy fee requirements. Current rate schedules are published on-line. Your xSkrape.com Account can present you with details about your credit usage, balances, etc.
b. Change of rates. We reserve the right to change transaction rates at any time.
c. Notification of rate changes. We will advise you by email at least fourteen (14) days prior to a rate adjustment that involves rates being increased, using the email address you have provided to us associated to your Account, so long as the rates relate to a feature not identified as being in "beta" ("beta" features are by definition incomplete and we therefore have not established offical final rates).
d. Refunds. We do not offer refunds for credit purchases. We offer "free credits" at strategic points in time (e.g. monthly free credits, etc.) to offer you an opportunity to establish the usefulness and applicability of the Products prior to the need to purchase credits.
5. CONSENT TO USE DATA
You agree that we may collect and use technical information gathered as part of your use of the Products, to help improve the Services. We do not share such data with any third-parties.
6. TERMINATION
Without prejudice to any rights available to us at law or in equity, this Agreement will terminate at our discretion if you fail to comply with any term or conditions hereof, either by (1) our determination in consultation with you, or (2) you fail to respond to a claim of a breach of Agreement within a reasonable time, or (3) if we receive credible and valid complaints about your abuse of any terms of this Agreement. In such event, we will suspend your access to our Services, which may effectively forefit any credit balance you have. We will provide notice of such suspension to the email address you have associated with your Account. In the event of termination of this Agreement for any reason, all sections will survive except for Section 2 ("GRANT OF LICENSE").
7. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE PRODUCTS "AS IS", "AS AVAILABLE", AND WITH ALL FAULTS, AND YOU HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE PRODUCTS, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCTS. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCTS, REMAINS WITH YOU. OUR SERVICES MAY FROM TIME TO TIME EXPERIENCE PROBLEMS DUE TO FORCES BEYOND OUR CONTROL, OR EVEN WHEN IN OUR CONTROL, WE MAKE NO OFFER OF A SERVICE LEVEL AGREEMENT AT THIS TIME.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CODEX OR THROUGH OR FROM THE SERVICES OR PRODUCTS OF CODEX SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
WE ALSO MAKE NO WARRANTIES WITH RESPECT TO WHICH WEB SITES OR SERVICES THE PRODUCTS MAY OR MAY NOT WORK, FUNCTION OR INTERACT WITH. SITE OPERATORS MAY CHANGE THEIR POLICIES AND/OR DATA FORMATS AT ANY TIME SO WHAT MAY WORK WITH THE PRODUCTS IN THE PRESENT MAY NOT WORK IN THE FUTURE.
8. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCTS, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, OR RELATED CONTENT THROUGH THE PRODUCTS OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCTS, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF OUR WARRANTY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, IN WHICH EVENT, THE LIMITATION OF LIABILITY WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
9. LIMITATION OF LIABILITY AND REMEDIES
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES), OUR ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT, AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO CODEX FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. REVISIONS TO TERMS
We reserve the right to revise this Agreement on our website, or by notifying you by post or by email. If terms are changed, you will be advised when you next log into your xSkrape.com Account. Your continued use of the Products shall be deemed to constitute acceptance of any revised terms.
11. YOUR INDEMNITY FOR MISUSE
If any third party action is initiated against CodeX and/or its affiliates as a result of your breach of this Agreement, you shall, at your expense, defend or settle and indemnify CodeX and/or its affiliates (as applicable) for such action, and you shall pay all damages attributable to such claim and awarded against CodeX and/or our affiliates after you have exhausted all rights of appeal which you in your sole discretion desires to exercise or amounts paid in a settlement approved by you in writing, provided (i) you are given prompt written notice of such claim, (ii) you have sole control of the defence and all related settlement negotiations, and (iii) we provide you with the assistance, information, and authority necessary to perform the above; reasonable expenses incurred by CodeX in providing such assistance will be reimbursed by you.
12. APPLICABLE LAW
If you are using the Products in the United States, this Agreement is governed by the laws of the State of California. If you are using the Products in Canada, unless expressly prohibited by local law, this Agreement is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you are using the Products in the European Union, Iceland, Norway, or Switzerland, then local law applies. If you are using the Products in any other country, then this Agreement is governed by the laws of the State of California. The foregoing provisions apply notwithstanding any conflict of laws principles that would require the laws of another jurisdiction. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DO NOT APPLY TO THIS AGREEMENT.
13. MISCELLANEOUS
a. This Agreement supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this Agreement.
b. To the extent the terms of any CodeX policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control.
c. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
d. You may not assign this Agreement (by operation of law or otherwise) without our prior written consent. Any prohibited assignment shall be null and void.
e. We may freely assign this Agreement.
f. In the event that any legal action is required in order to enforce or interpret any of the provisions of this Agreement, the prevailing party in such action shall recover all reasonable costs and expenses, including attorney's fees, incurred in connection therewith.
g. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.
h. As used herein, the term "including" means "including but not limited to".
i. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control.
j. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the affected provision.
k. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
l. All waivers and amendments must be in a writing signed by an authorized representative of each party.
m. The terms and conditions of any purchase order, or any other document submitted by you that conflicts with or in any way purports to amend this Agreement, are hereby specifically objected to and shall be of no force or effect, unless the same refers to this Agreement and the particular term is expressly agreed to in writing by an officer of CodeX and your authorized representative.
n. U.S. export jurisdiction. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.
14. EXPORT RESTRICTIONS
Parts of the Product and/or Services contains encryption technology that classifies it as ECCN 5D992 NLR. The Product is not authorized for use in any region that is identified in current U.S. Export Administration Regulations that would be precluded for this classification. You are responsible for the claim that your acquisition and use of the software is in compliance with these U.S. Export Administration Regulations.
15. U.S. GOVERNMENT END USERS
Products delivered to U.S. Government end users are "commercial computer software" pursuant to the applicable Federal Acquisition Regulation and agency-specific supplemental regulations. As such, use, duplication, disclosure, modification, and adaptation of the Products shall be subject to the license terms and license restrictions set forth in this Agreement. No other rights are granted to the U.S. Government.
SOFTWARE LICENSE AGREEMENT XS TOOL SUITE (SQL-HERO)
IMPORTANT NOTICE: Please carefully read this agreement (“EULA”): THIS IS A LEGAL AGREEMENT BETWEEN LICENSOR AND LICENSEE FOR THE LICENSE OF THE SOFTWARE (AS DEFINED BELOW). BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE OR SELECTING "I AGREE" WHEN PROMPTED IN CONJUNCTION THEREWITH, LICENSEE (AS DEFINED BELOW) ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF THAT PERSON OR LEGAL ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL AND/OR USE THE SOFTWARE. INSTEAD, CLICK “DO NOT ACCEPT” WHEN PROMPTED, TO TERMINATE THE DOWNLOAD PROCESS AND/OR DISCONTINUE THE INSTALLATION PROCESS. LICENSOR AGREES TO LICENSE THE SOFTWARE TO LICENSEE ONLY IF LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
1. DEFINITIONS.
"License" the rights granted to the Licensee in relation to the Software under this Agreement. The Software is licensed, not sold, and no rights are granted other than those expressly set forth in this License. (Also “we”.)
"Licensee" (a) the person who installs the Software on a computer for personal use; or (b) where the Software is installed onto a computer on behalf of an employer, another person, or another entity, the employer, other person or other entity on whose behalf the Software has been installed. (Also “you” and “your”.)
"Licensor" CodeX Enterprises, LLC, 85 Crystal Cove Court, Richmond, CA, 94804.
"Software" The software components and all files that are installed from the SQLHeroInstall.exe executable program as well as any archive files and their contents that are made available to the Licensee, licensed to the Licensee by the Licensor under this License, including all corrections, modifications, enhancements, or updates thereto provided by Licensor to Licensee hereunder.
2. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a personal, nonexclusive, non-transferable, non-sublicenseable, limited license to install the Software at Licensee site(s). The Software will be deemed irrevocably accepted upon delivery. The Licensor reserves all other rights unless specified in this Agreement.
Some features of the Software require that you create an account on the Licensor’s web site, www.xskrape.com. This account supports the management of account credits, which can be purchased in increments that have a specific duration, after which any unused portion will expire. Further, some features require that when they are invoked, at most once per month, per machine, a deduction of account credits is made against said account. If your account has an insufficient credit balance, some features of the Software will not work. The number of credits used per machine, per month, and the list of features covered by credit usage are published at http://www.xskrape.com/Shop. If details about account credit usage or features covered by account credit usage is changed, an informational email will be sent based on your account settings at www.xskrape.com.
Licensee has the right to make a reasonable number of backup copies of the unmodified installer program that is used to install the Software, as well as file system backups of the Software once it is installed on one or more machines, and backups of installed databases and configuration files. Any and all proprietary rights notices on the original copy shall be retained on any copies made hereunder.
3. PROHIBITED USES
Licensee acknowledges and agrees that the Software constitutes Licensors confidential information and valuable trade secrets. Accordingly, except as expressly authorized herein, Licensee shall not, and shall not permit any third party to:
(a) modify the Software;
(b) reverse engineer, decompile, disassemble, translate, alter, adapt, or discover the source code of the Software (in whole or in part), except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of Licensee’s jurisdiction give Licensee the right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that Licensee must first request such information from Licensor and Licensor may, in its discretion, either provide such information to Licensee or impose reasonable conditions, including a reasonable fee, on such use of the source code for the Software to ensure that Licensor’s and its suppliers’ proprietary rights in the source code for the Software are protected;
(c) distribute, disclose, market, rent, lease, time-share, lend or provide commercial hosting services with the Software;
(d) Use the Software for any illegal or malicious purpose;
(e) use the Software on any networks, devices, or applications not owned or controlled by Licensee;
(f) transfer the Software or export of the Software in violation of U.N. embargoes or U.S. laws and regulations or other applicable laws; or
(g) disregard or attempt to circumvent the inherent restrictions imposed by the Software.
4. CONSENT TO USE DATA
Licensee agrees that Licensor and its affiliates may collect and use technical information gathered as part of (a) the product support services provided to Licensee, if any, related to the Software, and/or (b) usage tracking data which is to be used to aggregate adoption statistics. There are two levels of such data: (a) data that the Licensee can “opt out” of sending (i.e. “Customer Experience Program”), (b) data that the Licensee cannot “opt out” of sending. Information that cannot be “opted out” from sending is strictly for aggregate usage statistics, and includes www.xskrape.com usage analytics. Licensor may use all such information solely to improve products or to provide customized services or technologies to its licensees and will not disclose this information to any third party in a form that personally identifies Licensee.
5. USE OF CREDITS
Account credits as described in GRANT OF LICENSE (2) are non-transferrable and if shared with other parties that are not the Licensee or Licensee’s agents are null and void. Protection of access keys and account credentials are the Licensee’s responsibility. We will not be responsible for account credit usage that results from your mishandling of keys or credentials. If you determine that your account or access keys have been breached, you can disable your www.xskrape.com account at any time and we encourage you to contact us at admin@codexframework.com.
6. ADDITIONAL SOFTWARE / SERVICES
This Agreement applies to updates, supplements, add-on components, or Internet-based services components, of the Software that Licensor may provide to Licensee or make available to Licensee after the date Licensee obtains Licensee’s initial copy of the Software, unless Licensor provides other terms along with the update, supplement, add-on component, or Internet-based services component. Licensor reserves the right to discontinue any Internet-based services provided to Licensee or made available to Licensee through the use of the Software.
7. US GOVERNMENT LICENSE RIGHTS
The Software is a “commercial item”, as that term is defined at 48 C.F.R. 2.101 (OCT 2003), consisting of “commercial computer software” and “commercial computer software documentation”, as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government end users acquire the Software with only those rights set forth therein.
8. EXPORT RESTRICTIONS
Licensee acknowledges that the Software is subject to U.S. export laws and regulations. Licensee 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.
9. TERMINATION
Without prejudice to any rights available to Licensor at law or in equity, this Agreement will immediately terminate if Licensee fails to comply with any term or conditions hereof. In such event, the licenses granted hereunder will immediately terminate, any amounts owed by Licensee to Licensor will become immediately due and payable, and Licensee must destroy all copies of the Software and all of its component parts. In the event of termination of this Agreement for any reason, the following sections will survive: Sections 1 (“Definitions”); 2 (“Grant of License”) (but solely with regard to the license restrictions set forth therein); 3 (“Prohibited Uses”), 4 (“Consent to use Data”), 5 (“Use of Credits”), 7 (“US Government License Rights”), 8 (“Export Restrictions”), 9 (“Termination”) (with regard to the effects of termination and the survival provisions”), 10 (“Redistributable Components”) (with regard to the ownership rights and the license restrictions set forth therein), 11 (“Disclaimer of Warranties”), 12 (“Exclusion of Incidental, Consequential, and Certain Other Damages”), 13 (“Limitation of Liability and Remedies”), 14 (“Other Usage Restrictions”), 16 (“Licensee Indemnity for Misuse”), 17 (“Applicable Law”), and 18 (“Miscellaneous”).
10. REDISTRIBUTABLE COMPONENTS
Licensee may build plug-in components (i.e. use the published extensibility points documented in the product) that reference components of the Software, but Licensee may not sell or lease the resulting binaries without Licensor’s express, prior written consent. Licensee is authorized to share the source code for said plug-ins, provided that Licensee retains a copyright message and include a link to this Agreement.
Other third-party components that may be referenced by the Software must be licensed by Licensee independently of this Agreement, if Licensee intends to use them. For example, this includes but is not limited to the WPF Toolkit, the WPF Ribbon Control referenced by CodeXFramework.WPFForms.dll, and Infragistics components referenced by CodeXFramework.InfraSpecific.dll. Licensee may not distribute any third party components referenced by the Software without permission from the respective owner(s) of the third party component(s).
This Agreement neither confers any additional or special rights for any other third party products, nor does it endorse or warrant the suitability of any other third party products.
By using these components, Licensee agrees to indemnify and hold Licensor harmless for any damages as described in Section 12 (“Exclusion of Incidental, Consequential, and Certain Other Damages”) that might arise from Licensee’s own works which reference any components of the Software.
Licensor retains all copyright, patent, trademark, trade secret, and other intellectual property rights for all components of the Software to which it has this right. Licensor may at its discretion change, add or remove any components, features, or functionality that are part of the Software in future versions.
11. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND LICENSOR AND ITS SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND ANY SUPPORT SERVICES, REMAINS WITH LICENSEE.
LICENSOR ALSO MAKES NO WARRANTIES WITH RESPECT TO WHICH WEB SITES OR SERVICES THE SOFTWARE MAY OR MAY NOT WORK, FUNCTION OR INTERACT WITH. SITE OPERATORS MAY CHANGE THEIR POLICIES AND/OR DATA FORMATS AT ANY TIME SO WHAT MAY WORK WITH THE SOFTWARE IN THE PRESENT MAY NOT WORK IN THE FUTURE.
12. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSORS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, OR RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF LICENSOR OR ANY SUPPLIER, AND EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE, IN WHICH EVENT, THE LIMITATION OF LIABILITY WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
13. LIMITATION OF LIABILITY AND REMEDIES
NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF LICENSOR AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT, AND LICENSEE’S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. OTHER USAGE RESTRICTIONS
The Software allows you to issue requests against machines that the Software is not running on. Licensee therefore accepts all liability for interactions they have with third parties, originating from the Licensee’s installation of the Software. The Licensee is responsible for researching, understanding and adhering to Terms of Use and/or Service issued by third parties with respect to web sites or services that Licensee is trying to interact with using the Software. It is also the Licensee’s responsibility to ensure the Software will not be used in a way that could harm any third party, notwithstanding any third party’s Terms of Use and/or Service. This includes actions such creating excessive network traffic (and could therefore be perceived as a denial of service attack), duplicating copyright material, and making efforts to avoid detection of identity (for example, using an anonymizer). The Licensor has the ability and the right to proactively disable the Licensee’s ability to use the Software if they receive a valid complaint or court order related to the Licensee using the Software to interact with any third party.
15. REVISIONS TO TERMS
Licensor reserves the right to revise this Agreement on Licensor’s website (https://www.xskrape.com/Home/Notices), and by notifying Licensee by email based on the settings of their www.xskrape.com account. Licensee is advised to check Licensor’s website periodically for notices concerning revisions. Licensee's continued use of the Software shall be deemed to constitute acceptance of any revised terms.
16. LICENSEE INDEMNITY FOR MISUSE
If any third party action is initiated against Licensor and/or its affiliates as a result of Licensee’s breach of this Agreement, Licensee shall, at its expense, defend or settle and indemnify Licensor and/or its affiliates (as applicable) for such action, and Licensee shall pay all damages attributable to such claim and awarded against Licensor and/or its affiliates after Licensee has exhausted all rights of appeal which Licensee in its sole discretion desires to exercise or amounts paid in a settlement approved by Licensee in writing, provided (i) Licensee is given prompt written notice of such claim, (ii) Licensee has sole control of the defence and all related settlement negotiations, and (iii) Licensor provides Licensee with the assistance, information, and authority necessary to perform the above; reasonable expenses incurred by Licensor in providing such assistance will be reimbursed by Licensee.
17. APPLICABLE LAW
If Licensee downloaded the Software in the United States, this Agreement is governed by the laws of the State of California. If Licensee downloaded the Software in Canada, unless expressly prohibited by local law, this Agreement is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, Licensee consents to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If Licensee downloaded the Software in the European Union, Iceland, Norway, or Switzerland, then local law applies. If Licensee downloaded the Software in any other country, then this Agreement is governed by the laws of the State of California. The foregoing provisions apply notwithstanding any conflict of laws principles that would require the laws of another jurisdiction. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DO NOT APPLY TO THIS AGREEMENT.
18. MISCELLANEOUS
This Agreement (including any addendum or amendment to this Agreement which is included with the Software) are the entire agreement between Licensor and Licensee relating to the Software and the support services (if any) provided hereunder, and this Agreement supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this Agreement. To the extent the terms of any Licensor policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. Licensee may not assign this Agreement (by operation of law or otherwise) without Licensor’s prior written consent. Any prohibited assignment shall be null and void. Licensor may freely assign this Agreement. In the event that any legal action, is required in order to enforce or interpret any of the provisions of this Agreement, the prevailing party in such action shall recover all reasonable costs and expenses, including attorney's fees, incurred in connection therewith. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. As used herein, the term “including” means “including but not limited to”. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the affected provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. All waivers and amendments must be in a writing signed by an authorized representative of each party. The terms and conditions of any purchase order, or any other document submitted by Licensee that conflicts with or in any way purports to amend this Agreement, are hereby specifically objected to and shall be of no force or effect, unless the same refers to this Agreement and the particular term is expressly agreed to in writing by an officer of Licensor and an authorized representative of Licensee. If the person agreeing to these terms is contracting on behalf of a company, such individual represents that such individual is authorized to enter into this Agreement and agrees to be personally liable for all accounts if such individual is not so authorized.
At CodeX Enterprises LLC ("CodeX", "we", "us", "our"), we appreciate your use of and contributions to our websites and products (collectively known as the "Services"). We respect your privacy and are committed to protecting your personal information. This is our privacy policy and we will comply with it, as well as applicable U.S. privacy law, when we gather and use information from users of the Services.
1. COLLECTION OF INFORMATION
Our Services collects various types of information such as:
Our Services only collect personal information that you knowingly and willingly provide by way of surveys, completed forms, and emails. It is the intent of our Services to use personal information only for the purpose for which it was requested and additional uses specifically provided by our Services.
We may also gather information about the type of browser you are using, IP address, the type of operating system and similar technical information to assist us in providing and maintaining superior quality of service.
We use Stripe for payment, analytics, and other business services. Stripe collects identifying information about the devices that connect to its services. Stripe uses this information to operate and improve the services it provides to us, including for fraud detection. You can learn more about Stripe and read its privacy policy at https://stripe.com/privacy.
2. USE OF INFORMATION COLLECTED
CodeX may collect and may make use of personal information to assist in the operation of our website and to ensure delivery of the services you need and request. At times, we may find it necessary to use personally identifiable information as a means to keep you informed of other possible products and/or services that may be available to you from xSkrape.com. CodeX may also be in contact with you with regards to completing surveys and/or research questionnaires related to your opinion of current or potential future services that may be offered.
CodeX does not now, nor will it in the future, sell, rent, lease any customer lists and/or names to any third parties.
CodeX may deem it necessary to follow websites and/or pages that our users may frequent in an effort to gleam what types of services and/or products may be the most popular to customers or the general public.
CodeX may disclose your personal information, without prior notice to you, only if required to do so in accordance with applicable laws and/or in good faith belief that such action is deemed necessary or is required in an effort to:
We will not tolerate abusive, malicious, or illegal behavior as it relates to the use of our services. We reserve the right to initiate contact with legal authorities and share applicable information with them if we reasonably believe our services and/or memebers of our user community have been or are being abused. It is our foremost goal to maintain a high degree of safety and security for our community and the broader community at large.
3. CHILDREN UNDER AGE OF 13
CodeX does not knowingly collect personal identifiable information from children under the age of thirteen (13) without verifiable parental consent. If it is determined that such information has been inadvertently collected on anyone under the age of thirteen (13), we shall immediately take the necessary steps to ensure that such information is deleted from our system's database. Anyone under the age of thirteen (13) must seek and obtain parent or guardian permission to use our websites. (Only those who can be bound by our Terms of Service are authorized to actually use our Services.)
4. UNSUBSCRIBE OR OPT-OUT
CodeX may need to communicate with you as part of our obligations under Terms of Use for our Services. You are not able to opt-out from this type of communication. However, your user Account Profile has a check-box that allows you to opt-out from "optional" correspondence. We encourage you to leave this setting enabled since some such correspondence which might be considered "optional" could also be important to you. If you wish to unsubscribe or opt-out from any third-party websites, you must go to that specific website to unsubscribe and/or opt-out.
5. LINKS TO OTHER WEB SITES
Our website does contain links to affiliate and other websites. CodeX does not claim nor accept responsibility for any privacy policies, practices and/or procedures of other such websites. Therefore, we encourage all users and visitors to be aware when they leave our website and to read the privacy statements of each and every website that collects personally identifiable information. The aforementioned Privacy Policy Agreement applies only and solely to the information collected by our website.
6. SECURITY
CodeX shall endeavor and shall take every precaution to maintain adequate physical, procedural and technical security with respect to our offices and information storage facilities so as to prevent any loss, misuse, unauthorized access, disclosure or modification of the user's personal information under our control.
We also use Secure Socket Layer (SSL) for authentication and private communications in an effort to build users' trust and confidence in the internet and website use by providing simple and secure access and communication of credit card and personal information.
7. CHANGES TO PRIVACY POLICY AGREEMENT
CodeX reserves the right to update and/or change the terms of our privacy policy, and as such we will post those changes to our website under Notices, so that our users and/or visitors are always aware of the type of information we collect, how it will be used, and under what circumstances, if any, we may disclose such information. If at any point in time CodeX decides to make use of any personally identifiable information on file, in a manner vastly different from that which was stated when this information was initially collected, the user or users shall be promptly notified by email. Users at that time shall have the option as to whether or not to permit the use of their information in this separate manner.
8. ACCEPTANCE OF TERMS
Through the use of this website, you are hereby accepting the terms and conditions stipulated within the aforementioned Privacy Policy Agreement. If you are not in agreement with our terms and conditions, then you should refrain from further use of our sites. In addition, your continued use of our website following the posting of any updates or changes to our terms and conditions shall mean that you are in agreement and acceptance of such changes.