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.
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.
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
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.
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.
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.
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.
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
5. LINKS TO OTHER WEB SITES
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.
8. ACCEPTANCE OF TERMS