CODE JOIN - Rad.On++ software - End User License Agreement

IMPORTANT – PLEASE READ CAREFULLY
Before reading the articles below, please take good notice of the following preliminary terms, which terms make use of some of the definitions as specified in Article 1 below:
Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between CODE JOIN and You, as a user, for the use of the CODE JOIN Rad.On++ software. You must enter into this Agreement by clicking on the ACCEPT button in order to be able to install and use the CODE JOIN Rad.On++ software. You hereby agree and acknowledge that this Agreement covers all Your use of CODE JOIN Rad.On++ software, whether it be from this installation or from any other terminals where CODE JOIN Rad.On++ software has been installed, by You or by third parties. Furthermore, by installing and (continuously) using the CODE JOIN Rad.On++ software You agree to be bound by the terms of this Agreement and any new versions hereof.
Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by CODE JOIN Rad.On++ to show Your approval of any foregoing texts and/or to download and install the CODE JOIN Rad.On++ software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the CODE JOIN. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction’s Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the CODE JOIN Rad.On++ software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for source code generation, You may not enter into this Agreement and You may not download, install or use the CODE JOIN Rad.On++ software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the CODE JOIN Rad.On++ software is allowed.

Article 1 Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, CODE JOIN. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.3 Documentation: any online or otherwise enclosed documentation provided by CODE JOIN.
1.4 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.
1.5 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the CODE JOIN, the Documentation, the CODE JOIN Website or the CODE JOIN Promotional Materials.
1.6 CODE JOIN: refers to the company established under the laws of Italy, CODE JOIN di Pietro Fabrizio, with its address at Via Cappuccini,3 80078 Pozzuoli(NA) Italia.
1.7 CODE JOIN Rad.On++ API: application program interface consisting of the set of routines utilized by the CODE JOIN Rad.On++ di Pietro Fabrizio to provide the CODE JOIN Rad.On++ software functionality for a given platform or operating system, CODE JOIN Rad.On++ API being included in or linked to the CODE JOIN Rad.On++ software.
1.8 CODE JOIN Rad.On++ Online Material: the CODE JOIN Rad.On++ banner available for download on the CODE JOIN Website, consisting of a CODE JOIN Rad.On++ logo and a link to the CODE JOIN Website.
1.9 CODE JOIN Rad.On++ Promotional Materials: any and all trademarks, names, signs, logos, banners, CODE JOIN Rad.On++ Online Material and any other materials, in whatever form, owned and/or used by CODE JOIN Rad.On++ for the promotion of its company, its products and activities.
1.10 CODE JOIN Rad.On++ Software: the software distributed by CODE JOIN for programming development , including without limitation the CODE JOIN Rad.On++ API, UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.11 CODE JOIN Rad.On++ Staff: the officers, directors, employees and agents of CODE JOIN or its Affiliates, or any other persons hired by CODE JOIN or its Affiliates in relation with the execution of this Agreement.
1.12 CODE JOIN Website: any and all elements, contents and the ‘look and feel’ of the website available – among other ULR’s- under the URL www.codejoin.com/radon, from which website the CODE JOIN Rad.On++ software can be downloaded.
1.13 Terms of Service: means the agreement between CODE JOIN and You for the use of the VoIP service;
1.14 UI: the user interface of the CODE JOIN Rad.On++ software.
1.15 You: you, the end user of the CODE JOIN Rad.On++ software, also used in the form “Your” where applicable.

Article 2 License and Restrictions
2.1 License. Subject to the terms of this Agreement, CODE JOIN hereby grants You a limited, personal, non-commercial (at home or at work), non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the CODE JOIN Rad.On++ software on Your computer or PDA, for the sole purpose of personal use.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the CODE JOIN Rad.On++ software or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the CODE JOIN Rad.On++ software or any part thereof.
2.4 Third Parties. You acknowledge and agree that the CODE JOIN Rad.On++ software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. CODE JOIN emphasizes that it will only incorporate such third party software or technology for the purpose of (a) adding new or additional functionality or (b) improving the technical performance of the CODE JOIN Rad.On++ Software. Any such third party software or technology that is incorporated in the CODE JOIN Rad.On++ software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the CODE JOIN Rad.On++ Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with CODE JOIN or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to CODE JOIN or its Affiliates to enforce any of your rights.
2.5 New Versions of the CODE JOIN Rad.On++ software. CODE JOIN, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the CODE JOIN Rad.On++ software. You acknowledge and agree that CODE JOIN has no obligation to make available to You any subsequent versions of the CODE JOIN Rad.On++ software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the CODE JOIN Rad.On++ software. Furthermore, You acknowledge and agree that CODE JOIN, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the CODE JOIN Rad.On++ software, or terminate any license hereunder, at any time, with immediate effect and without recourse to the courts. CODE JOIN also may suspend or terminate any license hereunder and disable any CODE JOIN Rad.On++ software You may already have accessed or installed without prior notice at any time with immediate effect and without recourse to the courts. CODE JOIN will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the CODE JOIN Rad.On++ software and (2) by the suspension or termination of this Agreement by CODE JOIN and/or by You.
2.6 Paid Services. This Agreement applies to downloading, installing and using the CODE JOIN Rad.On++ Software, free of charge. The use of any paid services which may be offered by CODE JOIN or its Affiliates, is subject to the additional Terms of Service that are published on the CODE JOIN Website.

Article 3 Definitions to License Restrictions and Additional Terms
3.1 Distribution of CODE JOIN Rad.On++ software. You are not allowed to distribute the CODE JOIN Rad.On++ software under this Agreement. For the right to distribute You will have to agree to and meet with the Distribution Terms as published on the CODE JOIN Website.
3.2 Distribution of CODE JOIN Rad.On++ API. You are not allowed to distribute the CODE JOIN Rad.On++ API under this Agreement. For the right to distribute You will have to agree to and meet with the CODE JOIN Rad.On++ API Re-Distribution Terms as published on the CODE JOIN Website.
3.3 Use of CODE JOIN Rad.On++ API. You may make use of and/or modify the CODE JOIN Rad.On++ API, subject to license terms in Clause 2.1 and for the sole purpose of enabling Your application to connect with the CODE JOIN Rad.On++ Software, provided that:
3.3.1 All such use and/or modification of CODE JOIN Rad.On++ API is carried out for legitimate purposes and shall in no way and to no extent adversely affect the functionality or performance of the CODE JOIN Rad.On++ software or services provided by CODE JOIN;
3.3.2 You will not remove, overtake, hide or otherwise make the UI inaccessible for end users;
3.3.3 You will constantly monitor the CODE JOIN Website in order to ensure that You are aware of any changes in the applicable legal documents. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the CODE JOIN Rad.On++ API and, where applicable, any and all use of the CODE JOIN Rad.On++ software; and
3.3.4 You acknowledge and agree that Your use and/or modification of the CODE JOIN Rad.On++ API will be at Your own risk and account.
3.4 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Distribution Terms or the CODE JOIN Rad.On++ API Re-Distribution Terms, You will have to obtain CODE JOIN’s previous written consent and explicitly agree upon any further (commercial) terms.
3.5 CODE JOIN Promotional Materials. Nothing in this Agreement will give you any right to use the CODE JOIN Promotional Materials.

Article 4 Permission to Utilize
4.1 Permission to utilize Your computer. In order to receive the benefits provided by the CODE JOIN Rad.On++ software, You hereby grant permission for the CODE JOIN Rad.On++ software to utilize the processor of Your computer for the limited purpose of generating source code.
4.2 Protection of Your computer (resources). You understand that the CODE JOIN Rad.On++ software will use its commercially reasonable efforts to protect the privacy and integrity of Your computer resources, however, You acknowledge and agree that CODE JOIN cannot give any warranties in this respect.

Article 5 Confidentiality and Privacy
5.1 CODE JOIN’s Confidential Information. You agree to take all reasonable steps at all times to protect and maintain any confidential information regarding CODE JOIN, its Affiliates, the CODE JOIN Staff, the CODE JOIN Rad.On++ software and the IP Rights, strictly confidential.
5.2 Your Confidential Information and Your Privacy. CODE JOIN is committed to respecting Your privacy and the confidentiality of Your personal data. The “Privacy Policy” that is published on the CODE JOIN Website applies to the use of Your personal data, the traffic data as well as the content contained in Your generated source code.

Article 6 IP Rights and Translations
6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the CODE JOIN Rad.On++ software are and shall remain the exclusive property of CODE JOIN and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws.
6.2 With the exception of IP Rights of CODE JOIN and/or its licensors in CODE JOIN Rad.On++ software (including the CODE JOIN Rad.On++ API), You retain the intellectual property rights You may have in the applications, materials, products or processes You create which are based on or utilize the CODE JOIN Rad.On++ API. You hereby release and covenant not to sue CODE JOIN or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the CODE JOIN Rad.On++ API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the CODE JOIN Rad.On++ API. As between You and CODE JOIN, CODE JOIN and its licensors retain the IP Rights in and to the CODE JOIN Rad.On++ software (including the CODE JOIN Rad.On++ API) and any derivative works thereto created by or for CODE JOIN or its licensors.
6.3 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or CODE JOIN’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.
6.4 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the CODE JOIN Website or as otherwise requested of You by CODE JOIN at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of CODE JOIN without any compensation to You. Insofar as necessary, this Agreement serves as a deed of assignment of all of Your right, title and interest in and to such translations to CODE JOIN, notwithstanding Your obligation to cooperate with CODE JOIN in order to finalize any other deed upon CODE JOIN’s first request. You hereby irrevocably waive to the extent permitted by law any moral rights relating to Your translations. You furthermore represent and warrant that (a) You are authorized to assign Your rights as stated above and (b) Your translations are correct and accurate and (c) the translations do not infringe upon any third parties’ rights, including but not limited to intellectual property rights.

Article 7 Source code generation and Your Use of the CODE JOIN Rad.On++ software
7.1 Source code generation. Installing CODE JOIN Rad.On++ software enables You to generate source code.
7.2 No Warranties. CODE JOIN cannot guarantee that You will always be able to generate source code, nor can CODE JOIN guarantee that You can generate source code without disruptions, delays or other compiler-related flaws. CODE JOIN will not be liable for any such disruptions, delays or other omissions in any source code generation experienced when using CODE JOIN Rad.On++ software.
7.3 No Control. You acknowledge and understand that CODE JOIN does not control, or have any knowledge of, the content of any generated source code by the use of the CODE JOIN Rad.On++ software. The content of the source code generated is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, indecent or otherwise objectionable. CODE JOIN will not be liable for any type of generated source code by means of the CODE JOIN Rad.On++ software.
7.4 Lawful purposes. You acknowledge and agree to use the CODE JOIN Rad.On++ software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any generated source code which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the CODE JOIN Rad.On++ software or the source code generation.

Article 8 Term and (Consequences of) Termination
8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either CODE JOIN or You as set forth below.
8.2 Termination by CODE JOIN. CODE JOIN may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to courts, by providing notice to You and/or by preventing Your access to the CODE JOIN Rad.On++ software, as set forth in Article 2.5 above.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the CODE JOIN Rad.On++ software shall terminate, and (b) will cease any and all use of the CODE JOIN Rad.On++ software, and (c) will remove the CODE JOIN Rad.On++ software from all hard drives, networks and other storage media and destroy all copies of the CODE JOIN Rad.On++ software in Your possession or under Your control.
8.5 No liability. CODE JOIN will not be liable in relation to any damage caused by the termination of this Agreement.

Article 9 Your Representations and Warranties; Indemnification of CODE JOIN
9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the CODE JOIN Rad.On++ software.
9.2 Indemnification. You agree to indemnify, defend and hold CODE JOIN, its Affiliates and the CODE JOIN Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law, regulation, policy or guideline, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the CODE JOIN Rad.On++ software, or (d) use and/or modification of the CODE JOIN Rad.On++ API or (e) generated source code by means of the CODE JOIN Rad.On++ software.

Article 10 Disclaimer of Warranties
10.1 No warranties. The CODE JOIN Rad.On++ software is provided “as is”, with no warranties whatsoever; CODE JOIN does not, either expressed, implied or statutory, make any warranties, claims or representations with respect to the CODE JOIN Rad.On++ software, including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for use or a particular purpose. CODE JOIN further does not represent or warrant that the CODE JOIN Rad.On++ software will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free or will operate without packet loss, nor does CODE JOIN warrant any connection to or transmission from the internet, or any quality of calls made through the CODE JOIN Rad.On++ software.
10.2 Specific Disclaimer of Liability for Emergency Services. CODE JOIN does not provide Emergency Services in conjunction with the CODE JOIN Rad.On++ software. Neither CODE JOIN nor its officers or employees may be held liable for any claim, damage, or loss, and You hereby waive any and all such claims or causes of action, arising from or relating to the use of CODE JOIN Rad.On++ software to contact Emergency Services personnel. You shall defend, indemnify, and hold harmless CODE JOIN, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to You in connection with the CODE JOIN Rad.On++ software, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, You or any third party relating to the absence, failure or outage of CODE JOIN Rad.On++ software provided hereunder, including specifically any claims arising out of the failure of CODE JOIN to offer Emergency Services.
10.3 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the CODE JOIN Rad.On++ software remains with You, to the maximum extent permitted by law.
10.4 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You.

Article 11 Limitation of Liability
11.1 No Liability. The CODE JOIN Rad.On++ software is being provided to You free of charge. Accordingly, You acknowledge and agree that CODE JOIN, its Affiliates and the CODE JOIN Staff will have no liability in connection with or arising from Your use of the CODE JOIN Rad.On++ software, as set forth below.
11.2 Limitation of Liability. In no event shall CODE JOIN, its Affiliates or the CODE JOIN Staff be liable, whether in contract, warranty, tort (including negligence), product liability or any other form of liability, for any indirect, incidental, special or consequential damages (including without limitation any loss of data, interruption, computer failure or pecuniary loss) arising out of the use or inability to use the CODE JOIN Rad.On++ software, even if CODE JOIN, its Affiliates or the CODE JOIN Staff have been advised of the possibility of such damages.
11.3 Remedy. Your only right or remedy with respect to any problems or dissatisfaction with the CODE JOIN Rad.On++ software is to deinstall and cease use of such CODE JOIN Rad.On++ software.
11.4 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You.

Article 12 General Provisions
12.1 New versions of the Agreement. CODE JOIN reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the CODE JOIN Website. Your continued use of the CODE JOIN Rad.On++ software shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.
12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and CODE JOIN with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver. The failure of CODE JOIN Rad.On++ software at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by CODE JOIN Rad.On++ di Pietro Fabrizio.
12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by CODE JOIN. CODE JOIN is allowed to at its sole discretion assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Italy without giving effect to the conflict of laws or provisions of Italy or Your actual state or country of residence.
12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the courts of the district of Italy.
12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE CODE JOIN Rad.On++ SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO CODE JOIN THE RIGHTS SET FORTH HEREIN.

© CODE JOIN – Last revised: November 2005.