Codebook End User License Agreement

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THIS LICENSE, DO NOT INSTALL THE SOFTWARE AND DESTROY ALL COPIES.

THIS SOFTWARE IS LICENSED FOR PERSONAL, NON-COMMERCIAL USE ONLY, UNLESS EXPRESSLY PERMITTED THROUGH A SEPARATE AGREEMENT. USE OF THIS SOFTWARE IN CONJUNCTION WITH CODEBOOK CLOUD IS SUBJECT TO THE TERMS OF SERVICE OF CODEBOOK CLOUD, WHICH CAN BE FOUND AT https://codebook.cloud/tos/.

WE ARE ONLY WILLING TO LICENSE THE SOFTWARE TO YOU IF YOU ACCEPT AND AGREE TO ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.

1. Definitions

“Software” means the Codebook application for one or more specific platforms, for example, Codebook for Windows, Codebook for macOS, Codebook for iOS, or Codebook for Android.

“You” refers to the individual who is being licensed to use the Software.

“We,” “us,” and “our” refer to Zetetic, LLC.

2. License Grant

We hereby grant you a nonexclusive, non-transferable license to install and use the Software for personal, non-commercial use only. Any commercial or business use of the Software requires a separate agreement. Use of the Software in conjunction with Codebook Cloud is also subject to the Codebook Cloud Terms of Service.

You may copy the Software for backup and archival purposes, provided that the original and each copy is kept in your possession.

If you are a business or organization with a separate agreement authorizing commercial use, the terms of this license apply unless expressly overridden by that agreement.

3. Title

We remain the owner of all rights, title, and interest in the Software, intellectual property (whether or not registered), and related explanatory written materials (“Documentation”).

4. Things You May Not Do

You may not:

  1. Copy the Documentation,
  2. Copy the Software except to make archival or backup copies as provided above,
  3. Modify or adapt the Software or merge it into another program,
  4. Reverse engineer, disassemble, decompile, or attempt to discover the source code of the Software,
  5. Make the Software available in any manner to any third party,
  6. Sublicense, rent, lease, or lend any portion of the Software or Documentation,
  7. Transfer your rights to use the Software to another person or company,
  8. Permit any other individuals to use the Software, except as authorized by this license,
  9. Create derivative works based on the Software,
  10. Use the Software for commercial purpose unless you have entered into a separate agreement with us,
  11. Remove or modify any proprietary rights notices,
  12. Use the Software to provide third-party training,
  13. Disclose results of any program benchmark tests without our prior written consent,
  14. Use our names, trademarks, or logos without written consent.

5. Warranty

THE SOFTWARE ITSELF IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE FURTHER DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer, or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.

6. Limited Remedy

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST DATA OR DATA USE, OR OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF WHETHER YOU USE THE SOFTWARE IN CONJUNCTION WITH CODEBOOK CLOUD (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BE ADVISED OF THE POSSIBILITY OF THESE DAMAGES) OR FOR ANY CLAIM BY ANY PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT.

OUR ENTIRE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE APPLICABLE PRICE OF A SINGLE SOFTWARE LICENSE.

7. Indemnification

You shall indemnify us against all claims, liabilities, damages, losses, expenses, and costs, including reasonable attorney fees, arising out of or in any way connected with your licensing or use of the Software, of defending any third party claim or suit arising out of or in connection with licensing of Software, violation of this Agreement, or any applicable law.

8. Term and Termination

This license agreement takes effect upon your use of the Software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement.

We further reserve the right to immediately terminate this Agreement and all associated services if we determine, in our sole discretion, that you are abusing the Software, or for non-payment of any fees due. In the event of termination for breach of this Agreement, abuse of the Software, or non-payment, you will not be entitled to any refund of amounts paid.

You agree on termination of this license to destroy all copies of the Software and Documentation in your possession.

We reserve the right to discontinue or end support for the Software at any time, with reasonable prior notice provided to users. Upon termination of support, no further updates, patches, or technical support will be provided for the Software.

9. Confidentiality

The Software contains trade secrets and proprietary know-how that belong to us, and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS, OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.

10. Communication

You agree to allow us to contact you via email for communication purposes, including critical security updates, functionality updates, and new product announcements. You may opt-out of receiving marketing communications at any time by following the instructions provided in such communications or by contacting us directly.

11. Right of Reference

You grant us the right to use your name, the name of your company, applicable logos, and associated trademarks in promotional materials that indicate that you use the Software. You further agree to grant us the right to quote and publish excerpts from your communications with us for the purposes of advertising or providing references to other prospective customers.

12. Export Compliance

You understand that the Software may contain cryptographic functions that may be subject to export restrictions, and you represent and warrant that you are not located in a country that is subject to United States export restriction or embargo, including Cuba, Iran, North Korea, Sudan, or Syria, and that you are not on the Department of Commerce list of Denied Persons, Unverified Parties, or affiliated with a Restricted Entity.

You agree to comply with all export, re-export and import restrictions and regulations of the Department of Commerce or other agency or authority of the United States or other applicable countries. You also agree not to transfer, or authorize the transfer of, directly or indirectly, the Software to any prohibited country, including Cuba, Iran, North Korea, Sudan, or Syria, or to any person or organization on or affiliated with the Department of Commerce lists of Denied Persons, Unverified Parties or Restricted Entities, or otherwise in violation of any such restrictions or regulations.

13. Automatic Updates

The Software may automatically download and install updates, upgrades, or enhancements to improve functionality, security, or stability. These updates are subject to the terms of this license unless new terms accompany the update, in which case those terms will apply. You agree to allow us to provide such updates without prior notice.

14. Data Collection and Analytics

The Software may collect and transmit certain data regarding the usage of the Software, including performance metrics, error reports, and user activity, for the purpose of improving the Software and diagnosing issues. Any data collected will be anonymized and handled in accordance with our Privacy Policy. No personal data will be collected without your explicit consent, where required by applicable law.

15. Third Party Components

The Software may include third party components that are distributed under other licenses and are not considered part of our Software for the purposes of this Agreement. Your rights and obligations for such components are defined by the applicable software license for such component. By using the Software you are responsible for compliance with the terms of all third party component licenses. A list of third party components and licenses is available upon request or by visiting https://discuss.zetetic.net/t/credit-and-copyrights-for-third-party-software-in-codebook/74 and https://www.zetetic.net/sqlcipher/license.

16. Beta Software

We may provide you with access to beta or pre-release versions of the Software (“Beta Software”). Beta Software may contain bugs or errors and is provided “as is” without any warranties. Use of Beta Software is at your own risk, and we are under no obligation to provide any support for the Beta Software.

Any feedback or suggestions you provide regarding the Beta Software may be used by us for any purpose, without any obligation to compensate you.

17. General Provisions

  1. This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any prior purchase order, communication, advertising, or representation concerning the Software.
  2. This license agreement may be modified only in writing signed by you and us.
  3. In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
  4. This license agreement is governed by the laws of the State of New Jersey. You agree to submit to the exclusive jurisdiction of, and venue in, the courts of New Jersey in any dispute arising out of or relating to this agreement.
  5. For users located outside the United States, this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to conflict of law principles. However, you agree that any disputes may also be subject to the mandatory provisions of the law in the country in which you reside.
  6. We reserve the right to audit your use of the Software for compliance with these terms. You agree to allow us, or our authorized representatives, any and all access to verify the proper use of this software in accordance with the license terms.
  7. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective.
  8. The failure of either party at any time or times to enforce any provision of this Agreement shall in no way be construed as a waiver of such provision and shall not affect that party’s right at a later time to enforce each and every such provision.
  9. We shall not be responsible for providing technical support, phone support, or updates to you for the Software licensed under this agreement.

18. Future Changes to this Agreement

We reserve the right to modify this End User License Agreement at any time. Any significant or material changes will be communicated to you in advance through the Software, email notifications, or other reasonable means. If you do not agree to the modified terms, you must stop using the Software. Continued use of the Software after the effective date of the changes constitutes your acceptance of the updated terms.