LICENSE_CODETY.txt

CODETY LICENSE AGREEMENT
Version 1.0, 4 September 2023

PLEASE CAREFULLY READ THIS CODETY LICENSE AGREEMENT ("AGREEMENT"). THIS
AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CODETY
INC. ("CODETY") AND GOVERNS YOUR USE OF THE COMMERCIAL MODULES (DEFINED
BELOW). BY COPYING OR USING THE COMMERCIAL MODULES, YOU AGREE TO THIS AGREEMENT.
IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT COPY OR USE THE COMMERCIAL
MODULES. IF YOU ARE COPYING OR USING THE COMMERCIAL MODULES ON BEHALF OF A LEGAL
ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO AGREE TO THIS
AGREEMENT ON BEHALF OF SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT
COPY OR USE THE COMMERCIAL MODULES IN ANY MANNER.

This Agreement is entered into by and between Codety and you, or the legal
entity on behalf of whom you are acting (as applicable, "You" or "Your").

1. DEFINITIONS

"Codety Software" means the Codety server software, libraries, and
Commercial Modules.

"Commercial Modules" means the modules designed to work with and enhance the
Codety Software to which this Agreement is linked, referenced, or appended.

2. LICENSES, RESTRICTIONS AND THIRD PARTY CODE

2.1   Commercial Module License. Subject to Your compliance with this Agreement,
Codety hereby grants to You a limited, non-exclusive, non-transferable,
royalty-free license to use the Commercial Modules for the sole purposes of
internal development and internal testing, and only in a non-production
environment.

2.2   Reservation of Rights. As between Codety and You, Codety owns all
right, title and interest in and to the Codety Software, and except as
expressly set forth in Sections 2.1, no other license to the Codety Software
is granted to You under this Agreement, by implication, estoppel, or otherwise.

2.3   Restrictions. You agree not to: (i) except as expressly permitted in
Section 2.1, sell, rent, lease, distribute, sublicense, loan or otherwise
transfer the Commercial Modules to any third party; (ii) alter or remove any
trademarks, service mark, and logo included with the Commercial Modules, or
(iii) use the Commercial Modules to create a competing product or service.
Codety is not obligated to provide maintenance and support services for the
Codety Software licensed under this Agreement.

2.4   Third Party Software. The Commercial Modules may contain or be provided
with third party open source libraries, components, utilities and other open
source software (collectively, "Open Source Software"). Notwithstanding anything
to the contrary herein, use of the Open Source Software will be subject to the
license terms and conditions applicable to such Open Source Software. To the
extent any condition of this Agreement conflicts with any license to the Open
Source Software, the Open Source Software license will govern with respect to
such Open Source Software only.

2.5 This Agreement does not grant any rights in the trademarks, service marks, or
logos of any Contributor (except as may be necessary to comply with the notice
requirements in Section 2.3), and use of any Codety trademarks must comply with
Codety Trademark Guidelines.

3. TERMINATION

3.1   Termination. This Agreement will automatically terminate upon notice from
Codety, which notice may be by email or posting in the location where the
Commercial Modules are made available.

3.2   Effect of Termination. Upon any termination of this Agreement, for any
reason, You will promptly cease use of the Commercial Modules and destroy any
copies thereof. For the avoidance of doubt, termination of this Agreement will
not affect Your right to Codety Software, other than the Commercial Modules,
made available pursuant to an Open Source Software license.

3.3   Survival. Sections 1, 2.2 -2.4, 3.2, 3.3, 4, and 5 will survive any
termination of this Agreement.

4. DISCLAIMER AND LIMITATION OF LIABILITY

4.1   Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
LAW, THE CODETY SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED REGARDING OR RELATING TO THE CODETY SOFTWARE, INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT. FURTHER, CODETY DOES NOT WARRANT RESULTS OF USE
OR THAT THE CODETY SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE
CODETY SOFTWARE WILL BE UNINTERRUPTED.

4.2   Limitation of Liability. IN NO EVENT WILL CODETY OR ITS LICENSORS BE
LIABLE TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR (I) ANY AMOUNTS IN
EXCESS OF US $25 OR (II) FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND, INCLUDING FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION,
LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER ALLEGED AS A BREACH
OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF CODETY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. MISCELLANEOUS

5.1   Assignment. You may not assign or otherwise transfer this Agreement or any
rights or obligations hereunder, in whole or in part, whether by operation of
law or otherwise, to any third party without Codety's prior written consent.
Any purported transfer, assignment or delegation without such prior written
consent will be null and void and of no force or effect. Codety may assign
this Agreement to any successor to its business or assets to which this
Agreement relates, whether by merger, sale of assets, sale of stock,
reorganization or otherwise. Subject to this Section 5.1, this Agreement will be
binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns.

5.2   Entire Agreement; Modification; Waiver. This Agreement represents the
entire agreement between the parties, and supersedes all prior agreements and
understandings, written or oral, with respect to the matters covered by this
Agreement, and is not intended to confer upon any third party any rights or
remedies hereunder. You acknowledge that You have not entered in this Agreement
based on any representations other than those contained herein. No modification
of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing and signed by both parties. The
waiver of one breach or default or any delay in exercising any rights will not
constitute a waiver of any subsequent breach or default.

5.3   Governing Law. This Agreement will in all respects be governed by the laws
of the State of California without reference to its principles of conflicts of
laws. The parties hereby agree that all disputes arising out of this Agreement
will be subject to the exclusive jurisdiction of and venue in the federal and
state courts within Los Angeles County, California. You hereby consent to the
personal and exclusive jurisdiction and venue of these courts. The parties
hereby disclaim and exclude the application hereto of the United Nations
Convention on Contracts for the International Sale of Goods.

5.4   Severability. If any provision of this Agreement is held invalid or
unenforceable under applicable law by a court of competent jurisdiction, it will
be replaced with the valid provision that most closely reflects the intent of
the parties and the remaining provisions of the Agreement will remain in full
force and effect.

5.5   Relationship of the Parties. Nothing in this Agreement is to be construed
as creating an agency, partnership, or joint venture relationship between the
parties hereto. Neither party will have any right or authority to assume or
create any obligations or to make any representations or warranties on behalf of
any other party, whether express or implied, or to bind the other party in any
respect whatsoever.

5.6   Notices. All notices permitted or required under this Agreement will be in
writing and will be deemed to have been given when delivered in person
(including by overnight courier), or three (3) business days after being mailed
by first class, registered or certified mail, postage prepaid, to the address of
the party specified in this Agreement or such other address as either party may
specify in writing.

5.7   U.S. Government Restricted Rights. If Commercial Modules is being licensed
by the U.S. Government, the Commercial Modules is deemed to be "commercial
computer software" and "commercial computer documentation" developed exclusively
at private expense, and (a) if acquired by or on behalf of a civilian agency,
will be subject solely to the terms of this computer software license as
specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its
successors; and (b) if acquired by or on behalf of units of the Department of
Defense ("DOD") will be subject to the terms of this commercial computer
software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and
its successors.

5.8   Injunctive Relief. A breach or threatened breach by You of Section 2 may
cause irreparable harm for which damages at law may not provide adequate relief,
and therefore Codety will be entitled to seek injunctive relief in any
applicable jurisdiction without being required to post a bond.

5.9   Export Law Assurances. You understand that the Commercial Modules is
subject to export control laws and regulations. You may not download or
otherwise export or re-export the Commercial Modules or any underlying
information or technology except in full compliance with all applicable laws and
regulations, in particular, but without limitation, United States export control
laws. None of the Commercial Modules or any underlying information or technology
may be downloaded or otherwise exported or re- exported: (a) into (or to a
national or resident of) any country to which the United States has embargoed
goods; or (b) to anyone on the U.S. Treasury Department's list of specially
designated nationals or the U.S. Commerce Department's list of prohibited
countries or debarred or denied persons or entities. You hereby agree to the
foregoing and represents and warrants that You are not located in, under control
of, or a national or resident of any such country or on any such list.

5.10  Construction. The titles and section headings used in this Agreement are
for ease of reference only and will not be used in the interpretation or
construction of this Agreement. No rule of construction resolving any ambiguity
in favor of the non-drafting party will be applied hereto. The word "including",
when used herein, is illustrative rather than exclusive and means "including,
without limitation."