Subscription agreement for education

Version 2, effective as of June, 2023

IMPORTANT! PLEASE READ THIS AGREEMENT CAREFULLY.

THIS IS A LEGAL AGREEMENT. BY CLICKING ON THE “I AGREE” (OR SIMILAR) BUTTON THAT IS PRESENTED TO YOU AT THE TIME OF PURCHASE, OR BY DOWNLOADING, COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THIS SOFTWARE, YOU (HEREINAFTER “CUSTOMER”) BECOME A PARTY TO THIS AGREEMENT, YOU DECLARE YOU HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT, AND YOU CONSENT TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.

CodeGlass BV and Customer may each also be referred to individually as a “Party” or jointly as the “Parties”.

1. PARTIES

1.1. “Customer” or “you” means a student or an instructor specified in the Subscription Confirmation who is at least 13 years old, or in the case of Redistributable Products, the sole proprietor or legal entity with sufficient legal capacity to enter into this Agreement using the Redistributable Product in accordance with this Agreement. For the purpose of this Agreement:

(A) “student” is an individual who is enrolled at a recognized educational institution (university, college, high school, primary school, or a similar institution with educational goals), and upon request from CodeGlass is able to provide proof of such enrollment;

(B) “instructor” is an individual who gives lectures and/or seminars at a recognized educational institution (university, college, high school, primary school, or a similar institution with educational goals), and upon request by CodeGlass is able to provide proof of such involvement.

2. DEFINITIONS

2.1. “Affiliate” means, with respect to any Party, any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control of such Party; “control” for such purposes means the possession, direct or indirect, of the power to direct or affect the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise.

2.2. “Agreement” means this Enthusiast subscription agreement.

2.3. “CodeGlass Account” or “CGA” means the account explained at https://codeglassdotio.github.io/Docs/docs/Others/Account created by Customer at purchase, having a unique name and password, and enabling Customer to manage Subscription administration and/or access Products.

2.4. “Machine” means a computing device used by Customer for running the Product.

2.5. “Customer” means you and any legal entity that obtained the Software and on whose behalf it is used; for example, and as applicable, your employer.

2.5. “Product” means any generally available CodeGlass BV software intended for mass distribution which may be designated by CodeGlass BV as part of the CodeGlass Suite, on CodeGlass’ website at CodeGlass.io. CodeGlass does not develop Products according to Customer’s specifications, nor are Products customized through modification or personalization.

2.6. “Product Version” means a release, update, or upgrade of a particular Product that is not identified by CodeGlass BV as being made for the purpose of fixing software bugs.

2.7. “Subscription” specifies the subscription term, Products provided to Customer, subscription fees, and payment schedules.

2.8. “Subscription Confirmation” means an email confirming Customer’s rights to access and use Products, including Subscription plans.

2.9. “Fallback Version” means the most recent Product Version that Codeglass BV, made available for public purchase prior to the Fallback Date, along with any Bug Fix Updates for that Product Version. The Fallback Version does not include any Product updates or upgrades other than Bug Fix Updates that Customer may have used in the period between the Fallback Date and the expiration date of the Subscription.

2.10. “LicenseSpring” mean our license provider at [https://licensespring.com/])(https://licensespring.com/)

2.11. “Stripe” means our payment provider at https://stripe.com/

3. GRANT OF RIGHTS

3.1 The Product is provided to Customer on a ‘per user’ basis, where Customer may deploy the Product on multiple Machines in accordance with the Product documentation, provided that Customer remains the sole user of the Product.

3.2. Unless the Subscription has expired or this Agreement is terminated in accordance with Section 10, and subject to the terms and conditions specified in this Agreement, CodeGlass BV grants you the non-exclusive and non-transferable right to use each Product covered by the Subscription for non-commercial, educational purposes only (including conducting academic research or providing educational services) for a period of one (1) year as stipulated below:

(A) You may:

(i) install and use any version of the Product covered by the Subscription on any number of Machines and on any operating system supported by the Product; use such software for non-commercial, educational purposes only, including conducting academic research or providing educational services; and

(ii) make one copy of the Product solely for archival, security, and/or backup purposes.

(B) You may not:

(i) allow the same Subscription to be used concurrently and only by yourself;

(ii) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, or transfer the Product;

(iii) provide a third party with access to the Product or your CodeGlass Account, or the right to use the Product;

(iv) reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of, the Product; or

(v) remove or obscure any proprietary or other notices contained in the Product.

(vi) use the Product for any commercial purposes.

3.3. Customer acknowledges that no ownership rights are conveyed to you, irrespective of the use of terms such as ‘purchase’ or ‘sale’. CodeGlass BV has and retains all rights, title, and interest, including all intellectual property rights, in and to the Products, any and all related or underlying technology, and any modifications or derivative works of the Products, including without limitation as they may incorporate Feedback (as defined below).

3.4 Your access to and use of the Products is conditional on your status as a student or instructor. Customer: (A) agrees to immediately discontinue use of all Products covered by the Subscription if the Customer ceases to be a student or an instructor; and

(B) warrants that the information Customer provides to CodeGlass BV about the Customer’s status as a student or instructor is complete and accurate. This includes the use of legally valid and verifiable names and personal details.

4. ACCESS TO PRODUCTS

4.1. All deliveries under this Agreement will be electronic. You must have an Internet connection in order to access your CodeGlass Account and receive any deliveries. You are responsible for downloading and installing the Products, which are made available for download on the CodeGlass website at codeglass.io.

4.2 You may use the CGA in accordance with the CodeGlass Account Agreement available at https://codeglassdotio.github.io/Docs/docs/Legal/Account. You are solely responsible for the accuracy of any information provided via, and any action taken through, the CGA.

4.3 You may activate and access Products only via your CodeGlass Account. You acknowledge and agree that the Product will periodically connect from a Machine to LicenseSpring’ servers via the Internet to confirm your right to use the Product.

5. SUBSCRIPTION RENEWAL

5.1. Customer may renew its Product subscription for another year by submitting a written request to CodeGlass BV 30 (thirty) days prior to the end of the Subscription period.

5.2. If not agreed otherwise in writing between CodeGlass BV and Customer, in the event of subscription renewal, the relationship between the parties shall be governed and amended (if applicable) by the terms and conditions of the subscription agreement covering use of the Product available at codeglass.io on the day of subscription renewal.

6. FEEDBACK

Customer has no obligation to provide us with ideas, suggestions, contributions, or proposals (“Feedback”). However, if Customer submits Feedback to us, then Customer grants us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.

7. THIRD-PARTY SOFTWARE

The Products include code and libraries licensed to us by third parties, including open source software (“Third-Party Software”). A list of Third-Party Software included in each Product is available in therespective Product documentation and/or at https://codeglassdotio.github.io/Docs/docs/Legal/ThirdPartySoftware. All Third-Party Software is provided to You under the respective terms stipulated in the Product documentation.

8. WARRANTY LIMITATIONS

8.1. ALL PRODUCTS ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PRODUCTS IS AT CUSTOMER’S OWN RISK.

8.2. CODEGLASS BV MAKES NO WARRANTY AS TO THE PRODUCTS’ USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODEGLASS BV (AND ITS AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, AND EMPLOYEES), ITS LICENSORS, SUPPLIERS (INCLUDING THE PROVIDERS OF THIRD PARTY SOFTWARE), AND RESELLERS (COLLECTIVELY HEREUNDER, CODEGLASS BV PARTIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT) WITH REGARD TO THE PRODUCTS AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

8.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODEGLASS BV PARTIES DO NOT REPRESENT OR WARRANT THAT THE PRODUCTS: (A) ARE ACCURATE, RELIABLE, OR CORRECT; (B) WILL MEET ANY CUSTOMER REQUIREMENTS; (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; (D) ARE FREE OF DEFECTS OR ERRORS AND THAT ANY, IF FOUND, WILL BE CORRECTED; AND/OR (E) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8.4. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS ARE DOWNLOADED AT CUSTOMER’S OWN RISK; CUSTOMER AGREES IT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY AND/OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

8.5. CUSTOMER MAY HAVE OTHER RIGHTS WHICH MAY NOT BE LIMITED OR EXCLUDED AND WHICH MAY VARY FROM JURISDICTION TO JURISDICTION. THIS DOCUMENT IS NOT INTENDED TO NEGATIVELY AFFECT SUCH RIGHTS.

9. DISCLAIMER OF DAMAGES

9.1. TO THE MAXIMUM EXTENT EMPOWERED BY APPLICABLE LAW, IN NO EVENT WILL CODEGLASS PARTIES BE LIABLE TO CUSTOMER, CUSTOMER’S AFFILIATES, AUTHORIZED USERS, OR ANYONE ELSE FOR: (A) ANY LOSS OF USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (B) ANY LOSS OR DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF CUSTOMER’S ACCESS TO THE PRODUCTS IN ACCORDANCE WITH THIS AGREEMENT; OR (C) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF THE RELEVANT CODEGLASS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE (X) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THEY ARE FORESEEABLE, (Y) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR (Z) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR ACCESS TO THE PRODUCTS OR SUPPORT. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

9.2. THE TOTAL LIABILITY OF THE CODEGLASS PARTIES IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT IS LIMITED TO TEN (10) US DOLLARS. THIS LIMITATION WILL APPLY EVEN IF THE CODEGLASS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AN AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. TERM AND TERMINATION

10.1. The term of this Agreement will commence upon acceptance of this Agreement by Customer as set forth in the preamble above, and it will continue for each Product through the end of the applicable Subscription period specified in the respective Subscription Confirmation. The Subscription and this Agreement will automatically renew in respect to each Product for a successive Subscription period, unless terminated in accordance with this Agreement.

10.2. Customer may terminate this Agreement at any time by cancelling your Product Subscription via your CodeGlass Account. If such termination occurs during a Subscription period, this Agreement will continue to be effective until the end of that Subscription period. Such termination does not relieve you of the obligation to pay any outstanding Subscription fees owed to CodeGlass, and no credits or refunds will be issued to you for prepaid Subscription fees (except as specified in CodeGlass’ Terms of Purchase available at: https://codeglassdotio.github.io/Docs/docs/Legal/TermsAndConditionsOfPurchase, if applicable).

10.3. CodeGlass BV may terminate this Agreement and the associated Subscription if:

(A) Customer has materially breached this Agreement and fails to remedy the breach within thirty (30) days of written notice;

(B) CodeGlass BV is required to do so by law (for example, where the provision of the Product to Customer is, or becomes, unlawful); or

(C) CodeGlass BV elects to discontinue providing the Product, in whole or in part.

10.4. CodeGlass BV will make reasonable efforts to notify Customer via email (to the email address of the billing or technical contact provided by Customer) as follows:

Thirty (30) days prior to termination of the Agreement in the events specified in Sections 10.3(B) and 10.3(C).

10.5. If CodeGlass BV reasonably believes that:

(A) the use of any Product by the Customer or associated with the Customer’s CodeGlass Account is unauthorized or fraudulent;

(B) information provided to CodeGlass BV by the Customer in connection with this Agreement is incomplete, inaccurate, legally invalid, or unverifiable; or

(C) the Customer has breached Section 3.2 of this Agreement;

then CodeGlass BV may terminate this Agreement on seven (7) days’ notice to the Customer (“Notice Period”). From the date of such termination notice until the expiry of the Notice Period, CodeGlass BV may immediately suspend Customer’s access to the Products. During the Notice Period, the Customer may object to the termination in writing and must provide any information reasonably requested by CodeGlass BV.

10.6. Survival. Upon the expiration or termination of this Agreement Sections 6, 7, 8, 9, and 13 of this Agreement survive.

11. TEMPORARY SUSPENSION

CodeGlass BV reserves the right to suspend Customer’s access to CodeGlass BV Products if Customer use of Product is in violation of this Agreement or disrupts or imminently threatens the security, integrity, or availability of a Product.

12. EXPORT REGULATIONS

14.1. Customer must comply with all applicable laws and regulations with regard to economic sanctions, export controls, import regulations, restrictive measures, and trade embargoes (all herein referred to as “Sanctions”), including those of the European Union and United States. Customer declares and warrants that it is not a person targeted by Sanctions nor is it otherwise acting on behalf of any entity or person targeted by Sanctions. Customer agrees that it will not download or otherwise export or re-export the Product or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use the Product for any end-use prohibited or restricted by Sanctions.

12.2. Customer must immediately report any concerns of non-compliance regarding Sanctions to support@codeglass.io, and cooperate with CodeGlass BV in its efforts to verify and ensure compliance with Sanctions.

13. GENERAL

13.1. Entire Agreement. The following documents are part of (‘incorporated into’) this Agreement: the CodeGlass Privacy Policy, available at https://codeglassdotio.github.io/Docs/docs/Legal/Privacy and the CodeGlass Terms and Conditions of Purchase, available at https://codeglassdotio.github.io/Docs/docs/Legal/TermsAndConditionsOfPurchase. Together, these documents form the entire agreement and replace any previous agreement between you and us in relation to its subject matter. Except as expressly mentioned, this Agreement does not apply or give rights to anyone else (‘no third-party beneficiaries’). No purchase order, Customer terms, or other document that purports to modify or supplement this Agreement will vary the terms of this Agreement unless signed by Customer and CodeGlass BV.

13.2. Removed.

13.3. Reservation of Rights. CodeGlass BV reserves the right at any time to cease its support of the Product and to alter prices, features, specifications, capabilities, functions, terms of use, release dates, general availability, and other characteristics of the Product. Nothing in this Agreement limits any rights a consumer may have under applicable consumer protection laws.

13.4. Changes to this Agreement. The Agreement can be updated from time to time, to reflect changes in the Product and how it is offered to you.

(A) If this happens, we will update the terms on the CodeGlass website and let you know either:

(i) by displaying them to you in the Product;

(ii) in your CodeGlass Account; or

(iii) by sending the updated version to the email address used in your CodeGlass Account.

(B) Any updated Agreement will start (‘be effective’) on the date specified in the updated Agreement. By continuing to use the Product after the effective date you agree to be bound by the modified Agreement.

(C) We respect that you may not agree to the updated Agreement. If that is the case, you can terminate your Subscription any time up to 30 days after the effective date of the updated Agreement.

13.5. Opportunity to Review. Customer declares that it has had sufficient opportunity to review this Agreement, understand the content of all of its sections, negotiate its terms, and seek independent professional legal advice before entering into it. Consequently, any statutory “form contract” (“adhesion contract”) regulations shall not be applicable to this Agreement.

13.6. Severability. If a particular term of this Agreement is not enforceable, the unenforceability of that term will not affect any other terms of this Agreement.

13.7. Interpretation. Headings and titles are for convenience only and do not affect the interpretation of this Agreement. Terms such as “including” are not exhaustive.

13.8. No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of that section.

15.9. Notice. CodeGlass BV may deliver any notice to Customer via electronic mail to an email address provided by Customer, or via Customer’s CodeGlass Account, registered mail, personal delivery, or reputable express courier (such as DHL, FedEx, or UPS). Any such notice will be deemed to be effective (i) on the day the notice is sent to Customer via email, (ii) upon being uploaded to Customer’s CodeGlass Account (irrespective of when Customer actually receives it), (iii) upon personal delivery, (iv) one (1) day after deposit with an express courier, or (v) five (5) days after deposit in the mail, whichever occurs first.

15.10. Governing Law. This Agreement is governed by the laws of the Netherlands, without reference to conflict of laws principles and specifically excluding the United Nations Convention on Contracts for the International Sale of Goods. The Parties to the agreement constituted by this Agreement undertake to use best commercial efforts to amicably settle any disputes arising hereunder (“Dispute”).

15.11. Dispute Resolution. Should the Parties to this Agreement fail to settle a Dispute amicably, the Dispute will be excluded from the jurisdiction of general courts and the Dispute will be finally decided by the Netherlands Commercial Court Court and the language of the proceedings will be English; if you are a consumer, we both agree that any Dispute-related litigation may only be brought in, and shall be subject to the jurisdiction of, any competent court of the Netherlands, unless provided otherwise by applicable consumer law. Consumer Disputes can also be settled out of court through the the European Commission’s online platform for dispute resolution (http://ec.europa.eu/consumers/odr).

15.12. Data Privacy. By accepting this Agreement, Customer acknowledges that CodeGlass BV will process personal data in accordance with CodeGlass’ Privacy Policy (available at https://codeglassdotio.github.io/Docs/docs/Legal/Privacy).

15.13. Force Majeure. Neither Party shall be in breach of this Agreement, or otherwise liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations under this Agreement (except payment obligations), arising directly from an act of God, fire, flood, natural disaster, act of terrorism, strike, lock-out, labor dispute, public health emergency, civil commotion, riot, or act of war.

15.14. Children and minors. If You are under 18 years old, then by entering into this Agreement you explicitly stipulate that (i) you have legal capacity to conclude this Agreement or that you have valid consent from a parent or legal guardian to do so and (ii) you understand the CodeGlass Privacy Policy available at: https://codeglassdotio.github.io/Docs/docs/Legal/Privacy. You may not enter into this Agreement if you are under 13 years old. IF YOU DO NOT UNDERSTAND THIS SECTION, DO NOT UNDERSTAND THE CODEGLASS PRIVACY POLICY, OR DO NOT KNOW WHETHER YOU HAVE THE LEGAL CAPACITY TO ACCEPT THESE TERMS, PLEASE ASK YOUR PARENT OR LEGAL GUARDIAN FOR HELP.

The previous version of this agreement is available in git at https://github.com/CodeGlassDotIO/Docs/commits/master/_docs/Legal/EULA/EducationSubscriptionAgreement.md.

For further information, please contact us at support@codeglass.io.