END-USER LICENSE AGREEMENT FOR The Copedia Apps SOFTWARE AND CONTENT
Copedia Apps means the Copedia Content, Copedia Pro and Copedia 365 software.
Copedia is filed and registered with the United States Copyright Office.
IMPORTANT READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between You, the entity that licensed the software ("You" or “Your”), and Endeavor, Inc. a Colorado Corporation, (collectively “Publisher” or “Licensor”), the publisher and exclusive licensor of the Copedia Apps software.
The Software and Content ("Software") includes any associated apps, media, download files, printed materials, electronic documentation, any software updates, add-on components, web services and/or supplements that the Licensor may provide to You or make available to You or that You provide or make available to the Licensor after the date You obtain Your initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, Licensor is unwilling to license the Software. In such event, You may not install copy, download or otherwise use the Software.
1. SOFTWARE LICENSE
The Software is protected by intellectual property laws and treaties. The Software is licensed to You, not sold to You. After You have paid the required License Fee to the Publisher and accepted the Publisher’s terms of service, You may use the Software.
2. GRANT OF LICENSE
Subject to the terms of this EULA, Licensor grants You a limited, terminable, non-sublicensable, non-transferable, non-exclusive license to use the Software.
You may modify any editable Content contained in the Software, and allow your employees and immediate stakeholders to access the Content for their private, non-commercial use in the form of company Handbooks.
Editable Content means Content the Software allows to be modified. Company Handbooks means the non-public display of digital or printed books, manuals, documents, web pages, training aids, presentations, videos, and articles developed with the Software and produced by you for non-commercial use by your employees. Non-public display means private display by you to your immediate stakeholders only. Immediate stakeholders include your employees, customers, visitors, donors, contributors, shareholders, Board members, auditors, accountants, lawyers, consultants, advisors, regulators, inspectors and compliance partners.
The software is licensed to you for your internal use only.
3. LICENSE RESTRICTIONS
You may not copy, modify, reproduce, create derivative work based upon the work, reverse engineer, republish, distribute, transmit, display for commercial, nonprofit or public purposes any or all of the Software, except to the extent permitted above.
The Copedia Pro and Copedia 365 software is hosted on the Microsoft 365 cloud platform and Your use of the software is restricted by Microsoft's terms of service that you must agree to when you first access the software.
Nonexclusive and Nontransferable.
This License is non-exclusive and non-transferable. You must obtain written permission from Licensor in order to transfer the License.
Trademarks, Other Marks and Notices.
This EULA does not grant You any rights in connection with any trademark or service mark of Licensor, its suppliers, or any other business or organization referred to in the Software.
You may not alter or remove any trademark, copyright, license, watermark or digital watermark from copies of the Software. You may not alter or remove any notice, License Agreement or Terms of Service contained in the Software.
Non-Commercial Use.
The Software is for Your personal non-commercial use only.
Export.
You may not export any portion of the Software.
No rental, leasing or commercial hosting.
You may not use the Software to rent, lease, lend or provide commercial hosting services to third parties.
Additional License Restrictions.
You may not link to the software from any publicly viewable website.
You may not remove, rename, modify, or delete the link "Copedia License" located on the “About” page.
You may not make web pages using the software or derivative work that are available for indexing by search engines for public display on the internet.
You may not use the software or derivative work to develop academic, educational or course materials for students or instructors in schools, colleges, universities, or other academic environment.
You may not use the software or derivative work to make sales collateral or consulting deliverables of any kind. If you are a consultant and want to collaborate with your client using the Software, or derivative work, your client must also have a License in their name for their use and display of the work.
4. GENERAL CONDITIONS
Username and Password.
Any username and password provided to You are for Your sole use and shall not be forwarded or shared with others.
The Internet, Shortcuts and Links to the Internet.
You understand the Software is a web app that runs on the internet. You agree Licensor shall not be responsible for service interruptions, however caused. You agree that links to Web sites other than those owned by Licensor or its suppliers are offered as a service to You. Licensor and its suppliers were not involved in their production and are not responsible for their content.
Termination.
Without prejudice to any other rights, Licensor or its suppliers may terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such event, You must destroy all copies of the Software and all of its component parts.
Support Services.
Licensor may provide You with support services related to the Software ("Support Services"). Use of Support Services is governed by the policies and programs described in the user manual, in "online" documentation, or in other materials from the support services provider.
Updates and Upgrades.
Updates and Upgrades are available to Copedia Pro and Copedia 365 Licensees only. For a period of twelve months from the date you first access the Software, Licensor may develop enhanced versions of the Software and make them available to Licensee. However, Licensor is not required to create such enhanced versions.
Supplemental Content.
Any supplemental content provided by or to You as part of the Support Services are considered part of the Software and subject to the terms and conditions of this EULA. You acknowledge and agree that Licensor may use technical information You provide to Licensor as part of the Support Services for its business purposes, including for product support and development. Licensor will not utilize such technical information in a form that personally identifies You.
5. INTELLECTUAL PROPERTY RIGHTS
All title and intellectual property rights in and to the Software (including but not limited to any apps, files, templates, images, photographs, animations, video, audio, music, documents, text, forms, spreadsheets, databases and "applets" incorporated into the Software), the accompanying printed materials, are owned by Licensor or its suppliers. Licensor and its suppliers reserve all rights not specifically granted under this EULA.
6. WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY STATED HEREIN, THE SOFTWARE PRODUCT IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS WARRANTY DISCLAIMER MAY NOT APPLY TO YOU.
7. LIMITATION OF LIABILITY
If You are dissatisfied with the Software, or with this EULA, Your sole and exclusive remedy is to discontinue accessing and using the Software.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LICENSOR NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL OR OTHER CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO USER'S RIGHTS HEREUNDER, OR USE OF, OR INABILITY TO USE, THE SOFTWARE PRODUCT IN ANY WAY, EVEN IF SUCH ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF LICENSOR AND ITS SUPPLIERS FOR ANY CLAIM FOR DAMAGES UNDER ANY LEGAL THEORY SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100).
APPLICABLE LAW MAY NOT ALLOW ALL OF THE LIMITATIONS OF LIABILITY SET FORTH ABOVE, SO ALL OR PART OF THE LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
8. U.S. GOVERNMENT RESTRICTED RIGHTS
The software and documentation are “commercial items” as that term is defined at 48 C.F.R.2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the software and documentation with only those restricted rights as set forth herein.
9. ENTIRE AGREEMENT
This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between You and Licensor relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any Licensor policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.
10. NOTICE
You agree that Licensor may provide You with notices, including those regarding changes to the Terms of Service, by email, regular mail, or postings on the Endeavor, Inc web sites.
11. SECTION TITLES
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
12. NON-WAIVER
Licensor's failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
13. SEVERABILITY
Should any provision of this EULA be found to be void, invalid, or unenforceable by a court of competent jurisdiction, that provision or part of the provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any remaining provisions.
14. GOVERNING LAW AND CHOICE OF FORUM
This Agreement shall be governed by the laws of the State of Colorado and applicable United States federal law without reference to "conflict of laws" principles or provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated in the State of Colorado. Venue shall be in Denver, Colorado. To the maximum extent permitted by law, You hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.
All questions concerning this EULA shall be directed to Endeavor, Inc. at the address located on http://www.endeavor-inc.com or by email at legal@endeavor-inc.com