End User License Agreement (EULA)

Effective Date: Dec 1, 2023

Your employer, vendor, client or another entity (the “Service Provider”) has authorized you to collect and submit information through the mobile application, CodeREADr (“Application”). This End User License Agreement (“EULA”) is a legal agreement between you (either an individual or an entity, referred to as “you” or “End User”) and CodeREADr Inc. (“Company,” “we,” “us,” or “our”) and outlines the terms and conditions under which you are licensed to use the Application provided to you by your employer or another entity (the “Client”) on behalf of which you are authorized to collect and submit information.

Subject to the terms of this EULA, we grant you a limited, non-exclusive, non-transferable license to download, install, and use the Application on your mobile device solely for the purpose of performing job-related tasks enabled by the Company and assigned to you by the Service Provider who is granting you access to the Application.

You agree not to use the Application for any purpose that is illegal or prohibited by this EULA. You may not:
a. Copy, modify, or create derivative works based on the Application;
b. Rent, lease, lend, sell, sublicense, or otherwise distribute the Application;
c. Reverse engineer, decompile, or disassemble the Application, except as permitted by applicable law;
d. Use the Application to transmit or store infringing, obscene, threatening, or unauthorized materials.

Upon sign-in, The Application is designed to collect and transmit data for the Service Provider on behalf of which you are using the Application (“Service Provider Data”). You agree to comply with all applicable laws and regulations regarding the collection, use, and transmission of Service Provider Data including the personal data of individuals (“Data Subjects”). You agree that Company may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Application. We may use this information, as long as it is in a form that does not personally identify you or is collected on behalf of your Service Provider, to improve its products or to provide services or technologies to you and your Service Provider.

The Application may enable access to the Company, Service Provider and/or third-party services and websites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. Company is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Company or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this EULA or that infringes the intellectual property rights of Company, Service Provider or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Company is not responsible for any such use. External Services may not be available in all languages or locations. To the extent you or your Service Provider choose to use such External Services, you are solely responsible for compliance with any applicable laws. The Company reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

All rights, title, and interest in and to the Application, including all associated intellectual property rights, are owned by CodeREADr Inc. or its licensors. All rights, title, and interest in and to the Service Provider Data, including all associated intellectual property rights, are owned by the Service Provider or the Service Provider’s customers, or Data Subjects, whichever applicable.

This EULA is effective until terminated by you or us. Your rights under this EULA will terminate automatically without notice if you fail to comply with any of its terms.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Company shall be governed by the laws of the Commonwealth of Massachusetts, excluding its conflicts of law provisions. You and Company agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Suffolk, Massachusetts, to resolve any dispute or claim arising from this Agreement. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Service from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:

If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.

Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

The Application and related 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

For any questions about this EULA, please contact us at legal@codereadr.com.

By downloading, installing, or using the Application, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms.