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Codeware, Inc.

Software License and End User Agreement


IMPORTANT NOTICE PLEASE READ: BY SEPARATE PURCHASE ORDER, INVOICE OR OTHER SIMILAR AGREEMENT (THE PURCHASE AGREEMENT) OR THROUGH AN UPDATE OF THE CODEWARE SOFTWARE, CODEWARE, INC., A TEXAS CORPORATION (CODEWARE), HAS AGREED TO LICENSE TO YOU (THE CLIENT), SUBJECT TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AND END USER AGREEMENT (THE LICENSE), CERTAIN PROPRIETARY SOFTWARE PRODUCTS OF CODEWARE, TOGETHER WITH, AS APPLICABLE, UPDATES THEREOF AND SUPPORT THEREFOR. IF YOU ARE ENTERING INTO THIS LICENSE ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES (IF AN ENTERPRISE NETWORK LICENSE IS PURCHASED) TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IF AN ENTERPRISE NETWORK LICENSE IS PURCHASED, THE TERM CLIENT SHALL REFER BOTH TO THE ENTITY ENTERING INTO THIS LICENSE AND ITS AFFILIATES. PLEASE READ THIS LICENSE CAREFULLY BEFORE PURCHASING OR INSTALLING THE CODEWARE SOFTWARE OR AN UPDATE THERETO. BY PURCHASING OR INSTALLING THE CODEWARE SOFTWARE OR AN UPDATE THERETO, THE CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE. IF THE CLIENT DOES NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT PURCHASE OR INSTALL THE CODEWARE SOFTWARE OR THE UPDATE. IF THE CLIENT DOES NOT AGREE TO THE TERMS OF THIS LICENSE, IT MAY RETURN THE CODEWARE SOFTWARE, TOGETHER WITH RELATED SECURITY KEYS OR DEVICES, TO THE PLACE WHERE THE CLIENT OBTAINED IT FOR A REFUND. IF THE CODEWARE SOFTWARE WAS ACCESSED ELECTRONICALLY, CLICK I DO NOT ACCEPT THE TERMS IN THE LICENSE AGREEMENT. 1. General. The software, documentation and any other proprietary product of Codeware described in the Purchase Agreement, whether on disk, in read only memory, on any other media or in any other form (collectively the Codeware Software) are licensed, not sold, to the Client by Codeware for use only under the terms of this License, and Codeware reserves all rights not expressly granted to the Client. The rights granted herein are limited to Codewares intellectual property rights in the Codeware Software and do not include any other patents or intellectual property rights. Further, the Client agrees that the source code for the Codeware Software is not licensed herein other than in the compiled form incidental to the use of the Codeware Software. The Client owns the media on which the Codeware Software is recorded but Codeware retains ownership of the Codeware Software itself. The terms of this License will govern any software updates and add-on options provided by Codeware that replace and/or supplement the original Codeware Software product, unless such updates or add-on option is accompanied by a separate license in which case the terms of that license will govern. The Client agrees that the Codeware Software is not intended to replace qualified designers and engineers. For further information regarding the Clients responsibility for technical assumptions inherent in computer software, the Client shall be required to refer to, and hereby agrees to be bound by, the provisions of the ASME Boiler and Pressure Vessel Code including, without limitation, Section VIII, Division 1, Foreword and Section VIII, Division 2, Foreword.

2. Permitted License Uses and Restrictions. This License allows the Client, through the Users (as defined below), on a nonexclusive and nontransferable basis, and subject to termination or revocation as described below, to install and use the Codeware Software on Authorized Computers (as defined below). Unless the Purchase Agreement explicitly provides for the Client to be granted a network version of the License, the Client may not make the Codeware Software available over a network where it could be accessed by multiple Users. Unless the Purchase Agreement explicitly provides for the Client to be granted an enterprise network version of the License, the Client may not use or make available the Codeware Software to Users in any country other than the country shown in the Clients Purchase Agreement. If the Purchase Agreement provides for the Client to be granted an enterprise network version of the License, the Client may (i) make the Codeware Software available over a network where it can be accessed by multiple Users including by Users employed by an Affiliate, and (ii) make the Codeware Software available to Clients or Affiliates personnel in multiple countries (subject to the export restrictions set forth in Section 15). The License granted hereunder is a floating license, any User may use the Codeware Software and the Codeware Software may be installed on multiple Authorized Computers; provided, however, regardless of version type of the Clients License (i.e., network, enterprise network, or single user), the Codeware Software may only be used at any one time by a given number of Users not to exceed the number of licenses shown in the Clients Purchase Agreement. The Client may make one copy of the Codeware Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. The Client may not (and will not permit a User to) (i) transfer, assign, sell, rent, lease, lend or sublicense the Codeware Software, or any portion thereof, to any third party except as set forth in Section 8 of this License, (ii) use the Codeware Software, or any portion thereof, for service bureau or timesharing purposes, or (iii) except to an Affiliate in conjunction with an enterprise network version of the License, otherwise make the Codeware Software, or any portion thereof, available to any third party. The term User shall refer to the individual authorized users of the Codeware Software. All Users must be (i) employees or (ii) contractors or agents, of the Client. At any time upon request from Codeware, the Client shall identify all Users and provide such demographic information about each such User as Codeware may request. The term Affiliate with respect to the Client shall refer to (i) any legal entity owned 51% or more (whether through stock, limited liability company membership interests, limited partnership interests, partnership interests, or similar ownership interests) by the Client, (ii) any legal entity that owns 51% or more of the ownership interests in the Client (whether through stock, limited liability company membership interests, limited partnership interests, partnership interests, or similar ownership interests) (such an entity being referred to as a Parent Company), and (iii) any legal entity that is owned 51% or more (whether through stock, limited liability company membership interests, limited partnership interests, partnership interests, or similar ownership interests) by the Parent Company (to the extent one exists). The term Authorized Computer shall refer to computers owned by the Client or Affiliate, if applicable, and used by a User.

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3. Ownership of Intellectual Property. The Client acknowledges and agrees that the Codeware Software and the programming code incorporated therein, including any updates, improvements or enhancements thereto or derivatives thereof, and any copyrights, patents, trademarks, service marks or trade names related thereto, are either (a) owned exclusively by Codeware, or (b) are licensed by Codeware for use in connection with the Codeware Software, and, in either circumstance, shall remain the exclusive property of Codeware or, as applicable, the third party licensor thereof, during the term of this License and thereafter. Codeware shall have a royalty free, worldwide, fully transferable, sublicensable, irrevocable, perpetual license to use or incorporate in the Codeware Software or any other Codeware products or services any suggestions, enhancement requests, recommendations or other feedback provided by Client or any User. The incorporation of any such suggestion, enhancement request, recommendation or other feedback into the Codeware Software or any other Codeware product or service shall in no way result in the Client or User obtaining an ownership or other interest (of any sort or variety) in the Codeware Software or the applicable Codeware product or service. 4. Protection of Intellectual Property. Throughout the term of this License and at all times thereafter, except as and only to the extent expressly permitted in this License or by applicable law, the Client may not, and the Client may not permit others to, (a) copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Codeware Software or any part thereof, (b) remove, alter or obscure any confidentiality or proprietary rights notices within the Codeware Software or any part thereof, (c) work around any technical limitations in the Codeware Software or use components of the Codeware Software to run applications not running on the Codeware Software, (d) alter, modify or adapt the Codeware Software or any part thereof, or (e) provide framed or deep linked access to the Codeware Software. WARNING: THE UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF COPYRIGHTED WORK, SUCH AS THE CODEWARE SOFTWARE, IS ILLEGAL. CRIMINAL COPYRIGHT INFRINGEMENT, INCLUDING INFRINGEMENT WITHOUT MONETARY GAIN, IS INVESTIGATED BY THE FBI AND IS PUNISHABLE BY UP TO 5 YEARS IN FEDERAL PRISON AND A FINE OF $250,000. 5. Support and Update Service. The License acquired pursuant to the Purchase Agreement includes Codewares standard Codeware Software support and update services (SUS) for the period described in the Purchase Agreement. Codeware maintains in effect a separate Support and Update Service Agreement (the SUS Agreement), as amended from time to time, which governs Codewares provision of SUS, and by subscribing for and/or renewing SUS, the Client agrees to be bound by the SUS Agreement as in effect from time to time. SUS may be extended thereafter upon payment of Codewares renewal fee (the SUS Renewal Fee) in effect from time to time. The Client acknowledges and agrees that access to SUS will not be available if the applicable SUS Renewal Fee is not paid when due. The Client acknowledges and agrees that access to certain features and add-on options within the Codeware Software is only available so long as the Client maintains current SUS in effect. 6. Transaction Classification. The terms of this License provide the Client with a right to use the copyright protected Codeware Software, without transfer of any rights of ownership in the copyright itself. In addition, the provision of SUS pursuant to the SUS Agreement is performed by Codeware personnel located entirely in the United States. As such, the transaction as detailed in the Purchase Agreement is treated as a sale of a copyrighted article

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or payment for service and NOT a royalty. Furthermore, the payment received by Codeware for the purchase is not intended to have the characteristics of a royalty as the payment is not contingent upon the productivity, use or rights of the Codeware Software or SUS. This characterization of the payment is consistent with the findings of the OECD Model Treaty, the U.N. Model Treaty and the U.S. Model Treaty. As such, the purchase payment should generally not be subject to any royalty withholding taxes. All payments under this License are generally payable in full without reduction or the withholding of any taxes. To the extent that the Clients interpretation of its local domestic tax laws varies from the above and it is determined that the Client is required to withhold taxes, the gross amount of the payment shall be increased so that the net amount paid to Codeware is equal to the amount specified in the original Purchase Agreement without reduction. However, to the extent that the Clients interpretation of its local laws provides that the Client is not permitted to increase or gross up the payment to Codeware, the Client will not be required to make an increased payment. In any event, the Client shall deliver to Codeware all relevant deduction certificates and receipts from government authorities for all such taxes withheld. The Client shall also provide Codeware with a written statement from a qualified tax advisor as to the legal basis, including citation of applicable income tax treaties, for all such taxes withheld, in addition to any other information or records requested. The Client is responsible for and shall indemnify and hold Codeware harmless against any penalties, interest and expenses incurred as a result of the Clients failure to withhold and timely remit such taxes. 7. Transfer of Title. Title to the right to use the Codeware Software will pass to the Client at its place of business. This applies to both physical delivery and electronic downloads of the Codeware Software. Risk of loss will stay with Codeware until Codeware Software arrives at the Clients destination, not withstanding the Clients responsibility to clear the Codeware Software through any customs or import offices in its country and its responsibility to pay any associated fees for this process. 8. License Transfer. The Client may not (and will not permit a User to) transfer, assign, sell, rent, lease, lend or sublicense the Codeware Software (i) without the advance written consent of Codeware, which consent may be withheld at Codewares sole discretion, and (ii) unless the Client has an active SUS Agreement in effect. Furthermore, any assignment, sublicense or other transfer of the License approved hereunder shall be subject to (a) the Clients payment to Codeware of any license transfer fee then in effect as determined by Codeware, and (b) the agreement of any assignee, sublicensee or other transferee to be bound by the terms and conditions of this License and, to the extent applicable, the SUS Agreement. 9. Term. This License is effective as of the date on which the Codeware Software is first installed by the Client or upon Clients receipt of the Codeware Software, whichever is earlier, and, unless otherwise terminated pursuant to Section 10, shall continue in perpetuity or for the term specified in the Purchase Agreement, whichever is shorter. Notwithstanding the foregoing, the Client acknowledges and agrees that access to certain features and add-on options

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within the Codeware Software is only available so long as Clients SUS Agreement as referenced in Section 5 hereof remains in effect. 10. Termination. Codeware may terminate this License immediately and without notice if (a) the Client fails to pay any amount to which Codeware is entitled under this License or under the Purchase Agreement when due and such failure is not cured within fifteen (15) days from Codewares written notification to the Client of such failure, (b) the Client fails to perform or otherwise breaches any material obligation (other than a payment obligation) set forth in this License or in the Purchase Agreement and such failure is not cured within fifteen (15) days from Codewares written notification to the Client of such failure or breach, or (c) if the Client breaches intellectual property protection provisions of Section 4 of this License or the export restriction provisions of Section 15 of this License. The Client may terminate the License at any time, without cause, with thirty (30) days advance written notice to Codeware. If the Client provides notice to Codeware of the termination of the License on or before the thirtieth (30th) day after the Clients receipt of the Codeware Software (such a termination being a 30 Day Cancellation), then Codeware shall refund to the Client all license fees and SUS fees actually paid to Codeware by the Client related to this License. No refund of any fees shall be issued if the Client provides notice of termination at any point after the thirtieth (30th) day following the Clients receipt of the Codeware Software. Upon the termination or expiration of this License, whether by Codeware or the Client, the Client shall (i) immediately pay to Codeware all accrued but unpaid fees or other charges under the Purchase Agreement (unless the License is terminated as a result of a 30 Day Cancellation), (ii) cease all use of the Codeware Software, (iii) return to Codeware all Security Keys (as defined below in Section 16) in the Clients possession or control, (iv) either destroy or return to Codeware all copies, full or partial, of the Codeware Software, and (v) either erase or destroy any of the Codeware Software contained in computer memory or data storage apparatus. Further, upon termination of this License, Codeware reserves the right to remotely or otherwise deactivate or disable the Codeware Software. 11. Limited Warranty and Indemnification of Ownership. Codeware warrants that it is the owner of the Codeware Software and of each and every component thereof, or the recipient of a valid license thereto. Codeware will defend, indemnify and hold the Client harmless from and against any liability that may arise in connection with any third-party claim that the Codeware Software violates or infringes upon any intellectual property right of a third party; provided, however, that Codeware will have no obligation hereunder for any claim arising as a result of the Clients (a) modification of the Codeware Software not authorized in writing in advance by Codeware, (b) use of a version of the Codeware Software other than the latest version, but only if use of the latest version would avoid the infringement, or (c) use of the Codeware Software in a manner not specifically permitted by this License. In the event of a breach of the warranty set forth in this Section 11, as the Clients exclusive remedy under this Section, Codeware may, at its option, (a) secure for the Client the right to continue using the Codeware Software, (b) replace or modify the Codeware Software to make it noninfringing, provided such modification or replacement will not materially degrade any functionality of the Codeware Software, or (c) refund the amount paid by the Client to Codeware in exchange for the

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Codeware Software under the terms of the most recent Purchase Agreement. The provisions of this Section shall survive the termination or expiration of this License. 12. Limited Warranty for Security Key and Media. Codeware warrants the Security Key, as defined below in Section 16, and the media on which the Codeware Software is recorded and delivered by Codeware to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of original retail purchase. The following sentence states the Clients sole remedy and Codewares entire liability for breach of the warranty set forth in this Section 12. The Clients exclusive remedy under this Section shall be, at Codeware's option, (a) in the case of an allegedly defective Security Key, the replacement thereof by Codeware at no additional charge to the Client only upon the Clients return to Codeware of the allegedly defective Security Key, and (b) in the case of allegedly defective media, the replacement of the allegedly defective CD or other applicable media at no additional charge to the Client only upon its return to Codeware of the allegedly defective CD or other applicable media. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE SECURITY KEY AND MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE. THE LIMITED WARRANTIES SET FORTH IN SECTIONS 11 AND 12 ARE THE ONLY WARRANTIES MADE TO THE CLIENT AND ARE PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. NOTWITHSTANDING THE FOREGOING, ALL WARRANTIES SHALL BE NULL AND VOID IF THE CLIENT HAS ENGAGED IN, OR HAS ATTEMPTED TO ENGAGE IN, ANY OF THE ACTIVITIES DESCRIBED IN SECTION 4(a), (b), (c), (d) or (e) ABOVE. The provisions of this Section shall survive the termination or expiration of this License. 13. Disclaimer of Warranties. THE CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE CODEWARE SOFTWARE IS AT ITS SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE CLIENT. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CODEWARE SOFTWARE IS PROVIDED "AS IS", WITH ALL DEFECTS AND WITHOUT WARRANTY OF ANY KIND, AND CODEWARE AND CODEWARE'S LICENSORS (COLLECTIVELY REFERRED TO AS "CODEWARE" FOR THE PURPOSES OF SECTIONS 11, 12, 13 AND 14) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CODEWARE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, AND OF QUIET ENJOYMENT. CODEWARE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE CLIENTS ENJOYMENT OF THE CODEWARE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE CODEWARE SOFTWARE WILL MEET THE CLIENTS REQUIREMENTS, THAT THE OPERATION OF THE CODEWARE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE CODEWARE SOFTWARE WILL BE CORRECTED. NO ORAL OR

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WRITTEN INFORMATION OR ADVICE GIVEN BY CODEWARE OR A CODEWARE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE CODEWARE SOFTWARE PROVE DEFECTIVE, THE CLIENT ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. The provisions of this Section shall survive the termination or expiration of this License. 14. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CODEWARE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE CLIENTS USE OF OR INABILITY TO USE THE CODEWARE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CODEWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Codeware's total liability to the Client for all damages exceed the amount paid by the Client to Codeware in exchange for the Codeware Software under the terms of the Purchase Agreement. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. FURTHER, CODEWARE SHALL HAVE NO LIABILITY TO THE CLIENT IF IT HAS ENGAGED IN, OR HAS ATTEMPTED TO ENGAGE IN, ANY OF THE ACTIVITIES DESCRIBED IN SECTION 4(a), (b), (c), (d) or (e) ABOVE. The provisions of this Section shall survive the termination or expiration of this Agreement. 15. Export Restrictions. The Client acknowledges that the Codeware Software is subject to U.S. Export controls, including the Export Administration Regulations. The Client may not use or otherwise export or reexport the Codeware Software except as authorized by United States law and the laws of the jurisdiction in which the Codeware Software was obtained. In particular, but without limitation, the Codeware Software may not be directly or indirectly exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries or any countries that are otherwise subject to U.S. export restrictions, (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerces Denied Persons List or Entity List, (c) to anyone who has been prohibited from participating in any U.S. export transaction by any federal agency of the U.S. Government, or (d) to anyone who the Client knows or has reason to know may utilize the Codeware Software in the design, development or production of nuclear, chemical or biological weapons. By using the Codeware Software, the Client represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list. The provisions of this Section shall survive the termination or expiration of this License. 16. Risk of Loss. The Client acknowledges that the Codeware Software will operate only with the use of a hardware-based protection key (the Security Key) that has been delivered to the Client contemporaneously with its License of the Codeware Software pursuant to the terms of the Purchase Agreement. Safeguarding the Security Key is the Clients exclusive responsibility and the Client assumes and bears full responsibility for and the risk of loss, theft, damage or destruction of the Security Key. In the event of any such loss, theft, damage or destruction, Codeware will provide the Client with a replacement Security Key upon the

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payment to Codeware of a replacement fee in the amount in effect from time to time as determined by Codeware in its discretion, provided the Clients SUS Agreement as referenced in Section 5 is in effect. 17. Conflicting Terms. To the extent that the terms and conditions of this License conflict with any terms or conditions of the Purchase Agreement, then the terms and conditions of this License shall control except as specifically set forth in this License. 18. Audit Rights. For purposes of confirming compliance with this License, Codeware, its agents and representatives shall have the right at any time during normal business hours to inspect the Codeware Software and the Clients uses thereof and, for that purpose, to have access, both physical access and/or remote electronic access, to the location at which the Client uses or has installed the Codeware Software. The rights granted to Codeware hereunder shall survive the termination of this License and shall continue in effect so long as (i) the Codeware Software or any component thereof is installed on one of the Clients computers, or (ii) the Client continues to possess any Security Key or any media containing the Codeware Software. 19. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of Texas, as applied to agreements entered into and to be performed entirely within Texas between Texas residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. 20. Remedies; Waiver. All rights and remedies of Codeware hereunder, under the Purchase Agreement, the SUS Agreement or granted by any other agreement, instrument or by statute, rule, regulation or other operation of law, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as Codeware deems expedient. Codeware shall not be deemed to have waived any of such rights or remedies unless such waiver shall be in writing and signed by Codeware. No delay or omission on the part of Codeware in exercising any such right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. 21. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the Codeware Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Codeware. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern. 22. Notices. All notices required under this License shall be given in writing and shall be delivered either by hand, by air courier, fees pre-paid by sender, or by facsimile (with

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confirmation copy sent by certified mail) addressed to the receiving party at (i) Codewares primary business address at 5224 Station Way, Sarasota, Florida 34233, United States, or (ii) the Clients primary address appearing within the Purchase Agreement, or at such other address as may be designated from time to time. Any such notice shall be deemed delivered upon the earlier of actual receipt or three (3) days after deposit of such notice. Notice also may be sent to Codeware by electronic mail to sus@codeware.com. 23. Publicity. Unless specifically prohibited in writing by the Client, Codeware may reasonably use the Clients name and logo and may reference the Client in media, marketing materials and publications, including without limitation using the Clients name and/or logo in a list of clients.

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