This Agreement governs the terms by which clients of CODEUPC INC obtain the right to use Universal Product Codes (“UPC” or “Codes”) provided by CODEUPC INC through the website located at: www.codeupc.net (the “Site” or “Website”).
1.Background of Agreement (a) This Agreement contains many important provisions that affect your rights and obligations. By purchasing Codes from this Site you agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not purchase or download the Content. (b) In this Agreement: (i) “you” or “Client” means you or, if you are accepting on behalf of your employer or other entity, then “you” means that employer or entity and all of its affiliates; (ii) “We,” “Us” or “CODEUPC INC” means Amy Larson, operator of the Site; and (iii) “Content” means Codes and all information bundled with the Codes. 2. Standard License Terms
We hereby grant to you a non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you are not permitted to use the Codes in such a manner. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by CODEUPC INC.
3. Permitted Standard License Uses (a)You may only use the Content for Permitted Uses (as defined below). Any use of the Content that is not a Permitted Use shall constitute infringement of this Agreement. (b)Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
Codes for product labels or packaging and electronic Codes for use in database and/or e-commerce applications. If there is any doubt that a proposed use is a Permitted Use, you should contact CODEUPC INC for guidance.
4. Standard License Prohibitions (a) Prohibited uses. You may not use the content for purposes that are not expressly permitted in the preceding section or permitted by a separate writing from us. For greater certainty, each of the following is a “Prohibited Use”: (1)Use in any way prefix variations or Codes that have not been assigned to you by CODEUPC INC. (2)Reverse engineer, decompile, or disassemble any part of any Code. 5. Term of Agreement (a)This Agreement is effective until it is terminated. You can terminate this Agreement by ceasing to use the Content for any purpose. The Agreement terminates without notice from CODEUPC INC if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Code UPC in writing that you have complied with these requirements. (b) This Agreement will be in material breach and will terminate immediately if you use Codes not licensed to you. You agree to use only the Codes provided to you. 6. Limited Application
The Content provided to you has a limited application. Certain retailers will not accept the Content under certain vendor protocols and guidelines. Before purchasing, verify with your retailer that the Codes may be used for your intended purpose.
7.Limitation of Warranties and Liability (a) IN NO EVENT SHALL CODEUPC INC OR ANY OF ITS SUCCESSORS, ASSIGNS, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. (c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF CODEUPC INC UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO CODEUPC INC UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT. (d) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CODEUPC INC DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT CODEUPC INC) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. (e)No warranty or representation is made that any Content, service, product or function available at this Site or any linked website, including, without limitation any downloadable files, is free of a computer virus, worm, Trojan horse, timebomb or other destructive or harmful program, software, code or device which may erase, scramble, lock or disable any computer software, content or equipment or may prevent users from using a website or any other item of hardware or software. You should routinely scan your system and downloaded files for such disabling devices. (f)Some jurisdictions do not allow limitation or exclusion of certain liabilities or damages in which event in such jurisdiction the foregoing shall apply to the maximum extent allowed by law. You are responsible for the entire cost of all servicing, repair or correction of your property or operations, including without limitation, your computer, network, software or any device, required as a result of or related to using this Site. 8.Indemnification
You agree to indemnify, defend and hold CODEUPC INC, its successors, assigns, affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “CODEUPC INC Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including attorneys’ fees and costs ) incurred by any CODEUPC INC Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
9.Ownership and Use of Content Copyright, Trademarks, Service Marks and Logos
All of the Content on this Site, as well as all trademarks, service marks, logos, URLs and domain names, registered or not, including without limitation “CODEUPC INC” and the CODEUPC INC logo (“Marks”), are the property of CODEUPC INC or its affiliates, or are being used by CODEUPC INC with the express permission of a licensor. All Content and Marks are protected by United States and foreign copryright laws and conventions. You may not modify, reproduce, copy, distribute, transmit, display, publish, download or upload, sell, license, create derivative works of or use any aspect of this Site or its Content or Marks for commercial or public purposes or for any other purpose not expressly permitted by this Agreement. You may not include the CODEUPC INC name, any Mark or any variation of the foregoing, as a metatag, hidden textual element, or any other indicator that may create an impression of affiliation sponsorship, endorsement or any other relationship between this Site, CODEUPC INC or any CODEUPC INC affiliate, distributor or agency and any other website, person, entity or organization. The use of the Content or Marks on any other wesbsite or in a networked computer environment for any purpose, or any other republication, redistribution or use of the Content or Marks, including, without limitation, framing the Content or Marks within another website, is expressly prohibited without the prior written permission of CODEUPC INC.
10. General Provisions (a) CODEUPC INC’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. (b) This Agreement is personal to you and is not assignable by you without CODEUPC INC’s prior written consent. CODEUPC INC may assign this Agreement without your consent to any other party. (c) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision. (d) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement. (e)You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time. 11.Governing Law
The laws of the State of Minnesota govern this Agreement, without regard to any applicable conflict of laws provisions. If you take legal action relating to this Agreement or arising out of or relating to your use of this Site, you agree to file such action only in Minnesota and you consent to submit to the personal jurisdiction of the state and federal costs of Minnesota for the purposes of pursuing any such action. Any cause of action you may have with arising out of or related to your use of this Site must be commenced within one (1) year after the cause of action arises. CODEUPC INC reserves the right to seek all remedies available at law and equity for violations of this Agreement, as well as the right to restrict access to this Site or any portion of it. CODEUPC INC does not represent that the information in this Site is appropriate or available for use in other locations, and access from certain locations may be strictly prohibited. Those who access this Site do so on their own initiative and are responsible for compliance with all applicable local laws.
12.Contact If you have concerns relating to this Agreement, please contact CODEUPC INC at [email protected] 13. Acknowledgment
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF CODEUPC INC AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CODEUPC INC, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND CODEUPC INC RELATING TO THE SUBJECT OF THIS AGREEMENT.
14. Return Policy
You may NOT return any codes purchased through CODEUPC INC. Due to the nature of these goods, we cannot offer a return service. We do this to ensure that each number is unique and never before used by another company/person.