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TERMS & CONDITIONS


End User Licence Agreement for Codex Digital Software

The software which accompanies this licence, which includes the computer software and associated media, and printed and electronic documentation (the “Software”) is the property of Codex Digital Limited (“Codex”) or its licensors and is protected by copyright law.

IMPORTANT: This End-User Licence Agreement (“Agreement”) is a legal agreement between you as the Licensee ("you" refers to you as the end user) and Codex. While Codex continues to own the Software, you as the Licensee will have the rights to use the Software as set out in this Agreement after your acceptance of the terms and conditions of this Agreement. By installing, copying or otherwise using the Software you agree to be bound by all the terms and conditions of this Agreement. If you do not agree with the terms and conditions of this Agreement, do not complete the installation procedure, click "NO" at the bottom of these terms and conditions and promptly return the unused Software to the authorised source where you obtained it together with proof of purchase for a full refund.

1 LICENCE RIGHTS This Agreement grants you the following rights with respect to the use of the Software:

1.1 Save as expressly set out in this Agreement, you may load the Software for your internal business purposes only, on the computer that you have attached a Codex hardware device.

1.2 You may make electronic copies of the Software for back-up purposes only in support of the permitted use. The copies must reproduce and include Codex’s copyright notice. Such copies shall be the property of Codex and this Agreement shall apply to such copies as it applies to the Software.

2 LICENCE LIMITATIONS

2.1 Save as set out above, you may not copy the Software.

2.2 You may not sub-license, loan, lease or otherwise part possession with all or any part of the Software or its associated documentation which shall remain in your exclusive possession at all times.

2.3 Save as may be permitted by law, you may not modify, adapt, merge, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, or create derivative works from the whole or any part of the Software or its associated documentation.

2.4 If the Software has been provided on a “Not For Resale” or “NFR”, “BETA” or “Trial” basis you may only use it for test, evaluation and demonstration purposes.

2.5 If the Software was provided as “Educational Use” software you may only use it in an educational institution recognised as such by Codex and the Software may not be used for any commercial purpose.

2.6 You may not transfer or assign any of your rights under this Licence to another person or legal entity without the prior written approval of Codex, which Codex may or may not provide at its sole discretion, and until any applicable transfer fees have been paid in full. Codex may also request written confirmation that you retain no copies of the Software (including all prior versions of the Software in the event that the Software has been upgraded). The transferee shall agree to be bound by the terms of this Agreement. If any transferee does not accept such terms then this Agreement shall automatically terminate. The transferor does not retain any rights under this Agreement in respect of the transferred Software.

3 EXPORT RESTRICTIONS

3.1 You may not ship, export or transfer the Software either directly or indirectly, into any country prohibited by either the united states export administration act and regulations thereunder or the laws and regulations of the United Kingdom or any other governmental entity as may have jurisdiction over such shipment, export or transfer.

4 OWNERSHIP

4.1 You own only the media on which the Software is recorded. Codex shall at all times retain ownership of the Software and all subsequent copies thereof regardless of form. This Agreement applies to the grant of the licence contained herein only and not to the contract of sale of the media. The warranties under this Agreement are available only to you provided you have signed and returned duly completed the enclosed Licence Registration Form to Codex within 30 days of the date of original purchase.

4.2 All right, title to, ownership of and all patent, copyright, trade secret, trademark and all other proprietary and intellectual property rights in the Software shall remain in Codex. You shall not remove any product identification, copyright notices, or other legends set forth on the Software and shall reproduce all such notices on any copies. You shall have no right in Codex's or its third party licensors' trademarks in connection with the Software, or with its promotion or publication, without Codex's prior written approval.

5 CONFIDENTIALITY

5.1 You agree not to disclose or make available the Software, or any portion or copy thereof, or the results of any benchmark tests using the Software, to any third party without Codex's prior written consent.

6 LIMITED WARRANTY

6.1 Codex warrants to you that the Software will perform substantially in accordance with its accompanying documentation (provided that the Software is properly used on the computer and with the operating system for which it was designed) for the ninety (90) day period following your receipt of the Software (the “Warranty Period”) when using Codex certified hardware. To make a warranty claim, you must return the Software to the authorised source where you obtained it together with proof of purchase within the Warranty Period. If the Software does not perform substantially in accordance with its documentation, the entire and exclusive liability and remedy shall be limited to, at Codex's option, either (a) the repair or replacement of the Software, or (b) the refund of the price you paid for the Software. Any replacement Software will be warranted for the remainder of the Warranty Period or thirty (30) days from receipt, whichever is longer.

6.2 CODEX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR CODEX'S OR ITS SUPPLIERS’ BREACH OF WARRANTY. SAVE AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, CUSTOM TRADE USAGE, COURSE OF DEALING OR OTHERWISE AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE HOWSOEVER ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. SAVE AS SET OUT IN CLAUSES 6.3 AND 6.4, IN NO EVENT WILL CODEX OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR LOSS OF DATA, EVEN IF A CODEX REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

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

6.4 Except in respect of injury to or death of any person caused by negligence, or in respect of any fraud or any other liability which cannot be limited or excluded by law (for which no limit applies) Codex's liability shall not exceed the purchase price of the Software.

6.5 Support and maintenance of the Software is available from Codex under the terms and conditions set out in the Codex Standard Support Agreement issued by Codex from time to time, which may be entered into separately by you with Codex.

7 GOVERNING LAW AND GENERAL PROVISIONS

7.1 This Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

7.2 This Agreement is effective until you terminate it by destroying the Software together with all copies or return the Software together with all copies to Codex. Without prejudice to your other rights Codex may terminate this Agreement immediately by notice in writing if you fail to comply with the terms and conditions of this Agreement. Upon termination, you shall cease using the Software and shall destroy or return to Codex all copies of the Software including any Software stored on the hard disk of any computer under your control.

7.3 No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

7.4 The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

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