Terms and Conditions

Please read this Codazon User License Agreement (EULA) carefully, as it sets out the terms and conditions upon which we license our Software for use.

Before you download the Software from our website, we will ask you to give your express agreement to the terms and conditions of this EULA. You further agree that any person you authorise to use the Software will also be bound by the terms and conditions of this EULA.

If you do not agree to this EULA, you must not use the software for any purpose whatsoever.

1. Definitions and interpretation

1.1 In this EULA:

Documentation” means the documentation concerning the Software supplied by the Licensor or by the Software supplier to the Licensee with the Software;

Effective Date” means the date when the Licensee agrees to the terms and conditions of this EULA, as detailed in the preamble to this EULA;

EULA” means this end user licence agreement (including the preamble), and any amendments to it from time to time;

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Licensee” means the licensee of the Software under this EULA;

Software” means all products, scripts and services purchased from Codazon Ltd including following the application of any Upgrade; and

Upgrade” an upgrade, update, enhancement, improvement or patch to the Software supplied by the Licensor.

1.2 The Clause headings do not affect the interpretation of this EULA.

2. Term of EULA

This EULA will come into force on the Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause [8].

3. Licence

3.1 The Licensee may only use the Software and Documentation for the Licensee's business purposes and in accordance with the provisions of this Clause [3].

3.2 Subject to the payment by the Licensee of the relevant charges and fees in respect of the Software licence, and the Licensee's compliance with Clause [3.3] and the other provisions of this EULA, the Licensor grants to the Licensee a non-exclusive non-transferable licence to:

(a) download the Software and Documentation;

(b) install the Software on 1 instance of Magento as identified by the domain name the License was purchased for;

(c) install the Software on copies of 3.2(b) that do not generate revenue;

(d) modify, alter, adapt, translate or edit the Software to meet Licensee's requirements for use on 3.2(b).

3.3 The Licensee must not:

(a) copy or reproduce the Software or Documentation or any part of the Software or Documentation other than in accordance with the licence granted in this Clause [3];

(b) sell, resell, rent, lease, loan, supply, distribute, redistribute, publish or re-publish the Software or Documentation or any part of the Software or Documentation;

(c) modify, alter, adapt, translate or edit, or create derivative works of, the Software or Documentation or any part of the Software or Documentation other than the license granted in Clause [3.2(d)];

(d) reverse engineer, decompile, disassemble the Software or Documentation or any part of the Software or Documentation;

providing that nothing in this Clause [3.3] will prohibit or restrict the Licensee or any other person from doing any act expressly permitted by applicable law.

3.4 All Intellectual Property Rights in the Software and Documentation are and will remain, as between the parties, the property of the Licensor.

4. Other Users

4.1 The Licensee may permit any employee of the Licensee to exercise the rights granted by the Licensor to the Licensee under Clause [3.2(c)], subject always to the restrictions set out in Clause [3].

4.2 The Licensee must ensure that any person using the Software in accordance with Clause [4.1] is made aware of, and agrees to, the terms of this EULA.

5. Upgrades

5.1 The Licensee may apply to the Software each Upgrade released by the Licensor and made available by the Licensor to the Licensee from time to time.

6. Limited warranties

6.1 The Licensee warrants to the Licensor that it has the legal right and authority to enter into and perform its obligations under this EULA.

6.2 The Licensor warrants to the Licensee:

(a) that it has the legal right and authority to enter into and perform its obligations under this EULA;

(b) that the use of the Software by the Licensee in accordance with the terms of this EULA will not  Intellectual Property Rights of any third party;

(c) that the Software will operate, and will continue to operate for a period of 30 days following the Effective Date, in accordance with the Documentation on a default Magento installation and if the Software does not so operate, the Licensor will, for no additional charge, either: (i) carry out any work necessary in order to ensure that the Software operates in accordance with the Documentation during this period; or (ii) provide the Licensee with a refund of payments rendered.

6.3 The Licensee acknowledges that:

(a) the Software may not be error-free and that non-material errors in the software will not constitute a breach of this EULA;

(b) the Software has not been developed to meet the specific requirements of the Licensee, and accordingly the Licensee will be responsible for ensuring that the Software is suitable to meet the Licensee's requirements.

6.4 The warranty in Clause [6.2(d)] is conditional upon the Licensee promptly providing to the Licensor all such information and assistance, and access to its premises and systems, as the Licensor may reasonably require.

6.5 All of the parties' liabilities and obligations in respect of the subject matter of this EULA are expressly set out herein. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this EULA will be implied into this EULA or any related contract.

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