Please carefully read the terms and conditions of this License Agreement before

using the Software regardless

of how you acquire the Software. By downloading, installing or using the Software,
you, on behalf of yourself
and your company or institution ("Subscriber"), are agreeing to the terms and
conditions of this License
Agreement ("Agreement"). You represent and warrant that you are at least eighteen
(18) years of age and that
you have full authority to bind Licensee to these terms. If you do not wish to
accept the terms of the
Agreement, do not acknowledge this license and contact the company that provided
your access to the Software.

1.0 Definitions. 1.1) 'Licensor' means CodeTogether Inc.; 1.2) 'Subscribers' or

'End Users' means registered
members of the CodeTogether community whose dues have been paid in full; 1.3)
'Update' shall refer to
maintenance releases specific to the Software, as they will be made by Licensor
under no obligation or
commitment to do so; 1.4) 'Software' shall mean the release version of
CodeTogether, including any Content,
as downloaded by Licensee or as provided on distribution media in physical or
electronic form, or by access
through the Licensor portal; 1.5) 'Agreement' shall mean this End User License
Agreement; 1.6) 'Online
Services' means the Licensor Online Services and the Third Party Online Services
available in connection
with the use of the Software or Licensed Content; 1.7) 'Term' refers to the
effective duration of the license
agreement following possession of or access to the Software; 1.8) 'Content' means
all software and
information in executable, binary or text form included in the distribution media,
on-line or in electronic
form, embedded data, programming, HTML, files, images, graphics, icons,
Documentation and all other content
or materials incorporated in or generated under the terms of this Agreement ; and
1.9) 'Documentation' refers
to published product specifications and accompanying documentation.

2.0 Software. The Software is protected by copyright under United States, foreign
laws and international
treaties. Unauthorized use of the Software may violate copyright, trademark and
other laws. Licensor grants
Licensee the non-exclusive, non-transferable non-sub licensable, limited right and
license to permit End User
the use of the Software and, if applicable, related on-line documentation made
available by Licensor with
each license of the Software ("Documentation") during the Term and subject to the
terms and conditions of the
Agreement. This grant is not a transfer of title, and under this license Licensee
may not: a) use, republish,
upload, post or transmit in any way the Software except as expressly authorized
pursuant to the Agreement; b)
copy, reproduce, modify or create derivative works from the Software except as
expressly authorized pursuant
to the Agreement; c) attempt to decompile, disassemble or reverse engineer the
Software; d) remove any
copyright or other proprietary notations from the Software; e) distribute,
transfer, sale, lease, sublicense,
assign or otherwise make available, directly or indirectly, the Software, in part
or in whole, including any
search output or results, to any other person; f) except as may be specifically
provided in the Agreement,
permit the Software to be accessed through an electronic network beyond Licensee's
normal places of business;
or g) transfer the Software to another person or 'mirror' the Software on external
servers. Title to the
Software and Documentation remains with Licensor and its licensors at all times.
Copyright notices and other
proprietary rights notices in the Software shall not be deleted or modified. The
Agreement does not transfer
any ownership rights. Licensee will not, and will not permit any End User to, use
the Software for any
illegal purpose, in violation of any applicable laws or regulations, or in
violation of the rules of any
other service provider engaged by or for the benefit of Licensee or to assist or
permit any person to engage
in any of these activities. If Licensee becomes aware of any prohibited activities,
Licensee will use best
efforts to remedy such activities promptly, including without limitation, limiting
or terminating a User's
access to the Software.

3.0 Software Updates. From time to time, Licensor may make available new releases,
updates and corrective
code with respect to the Software. During ongoing development, Licensor may add,
change or delete individual
components or functionality in new releases of the Software. Such modifications
shall be subject to the terms
of the Agreement.

4.0 Limitation of Liability. Licensor assumes no responsibility for the selection

of the Software to achieve
any intended purpose, for the proper use of Software or for verifying the results
obtained from use of the
Software. Licensee recognizes that the Software will interact with software
provided by other suppliers, and
accepts that Licensor assumes no responsibility for such use, interaction,
performance issues, or failure to
achieve any desired results. We warrant that for a period of 30 days after delivery
of this copy of the
Software: a) if the Software is provided on physical media by Licensor, the
physical media on which this
copy of the Software is provided to you will be free from defects in materials and
workmanship under normal
use, and b) the Software will perform in substantial accordance with the
Documentation. To the extent
permitted by applicable law, the foregoing limited warranty is in lieu of all other
warranties or conditions,
express or implied, and we disclaim any and all implied warranties or conditions,
including any implied
warranty of title, non-infringement, merchantability or fitness for a particular
purpose, regardless of
whether we know or had reason to know of your particular needs. No employee, agent,
dealer or distributor of
ours is authorized to modify this limited warranty, nor to make any additional
warranties. Some states do
not allow the limitation or exclusion of liability for incidental or consequential
damages, so the above
limitation may not apply to you. Licensor entire liability and Licensee's exclusive
remedy for breach of the
foregoing warranty shall be, at our option, to either: a) return the price you
paid, or b) repair or replace
the Software that does not meet the foregoing warranty if it is returned to us with
a copy of your receipt.
In no event will Licensor be liable to you for any damages, including any lost
profits, lost savings, or
other incidental or consequential damages arising from the use or the inability to
use the Software (even if
Licensor or an authorized dealer or distributor has been advised of the possibility
of these damages), or
for any claim by any other party.

5.0 Export Restrictions. The Software is subject to United States Export laws and
regulations. Licensor
agrees to comply with all domestic and international export laws and regulations as
it applies to intended
use of the Software or any Content created by Software including restrictions on
destinations, End User or
end use intent.

6.0 Termination of Agreement. The Agreement shall immediately and automatically

terminate without notice or
any other act upon i) the attempted illegal copying, distribution, transfer,
assignment, lease or sale of the
Software, or rights thereto, without the prior written consent of Licensor; or ii)
notice in writing given by
Licensor upon the violation by that party of any provision of the Agreement. Upon
termination of the
Agreement, Licensee will forthwith cease use of the Software and destroy all
originals and copies of the
Software or any portion thereof, stored in any form, including electronic form on
any of its computer
equipment. Upon Licensor's request, Licensee will provide a written certification
that all the copies of the
Software, in whole or in part in any form have been destroyed. Failure to do so may
result in additional
fees and charges being levied against Licensee. Any and all use of the Software by
Licensee following
termination of the Agreement is prohibited and may result in additional fees and
charges being levied
against Licensee.

7.0 Confidentiality. The Software contains trade secrets and proprietary know-how
that belong to the
Licensor and it is being made available to you in strict confidence. Any use or
disclosure of the Software,
or of its algorithms, protocols or interfaces, other than in strict accordance with
the Agreement may be
actionable as a violation of licensor trade secret rights.

8.0 Indemnity. Licensee will indemnify Licensor and hold it harmless from and
against any and all claims
which a third party may assert against Licensor by reason of or as a consequence of
Licensee's use of the
Software.
9.0 Consent to Collect, Store, and Use Information. Licensor respects your privacy
rights and recognizes the
importance of protecting any information collected about you. Solely for the
purpose of improving Licensor
Services to you, you hereby authorize and consent to the collection, storage and
use of aggregate
information and data related to or derived from your use of the Software and any
information or data
(including personally identifiable information) that you elect to provide to
Licensor in connection with
your use of the Software. Information collected include system registered user
identification (ID), email
address, session start/stop times, version of software being used, number of
participants, IP addresses,
and information related to purchases such as license terms, orders, payment
methods, as well as team members
(if using premium version of the Software or service). By installing, accessing or
using the Software, you
consent to these information collection and usage terms, including (where
applicable) the transfer of data
into a country outside of the European Union and/or the European Economic Area or
the United States of
America. For EU countries, data collection and use is limited to transfer of data
between the USA and the EU
in accordance to the Standard Contractual Clauses (SCC) for the transfer of
personal data to processors
established in third countries under Directive 95/46/EC of the European Parliament
and of the Council.
Licensor assumes no obligation to protect confidential or proprietary information
that you elect to provide
to Licensor (other than personally identifiable information) from disclosure, and
Licensor will be free to
reproduce, use, and distribute the Information (other than personally identifiable
information) to others
without restriction. All end-to-end encrypted information sent through CodeTogether
servers is not
persistently stored and is excluded from the information that may be collected
under this agreement.
End-to-end encrypted information that may never be collected includes source files
and code, file names and
paths, as well as code intelligence information.

10.0 Changes and Notices. Licensor reserves the right to make changes to the
Agreement at any time through
software releases and updates or through licensor's website where the Software is
made available.

11.0 General Provisions. The Agreement constitutes the entire agreement between the
parties and supersedes
all prior agreements and understandings, oral and written, express or implied, by
and between any of the
parties with respect to the subject matter of the Agreement. No amendment or
modification of the Agreement
shall be binding unless in writing and signed by a duly authorized representative
of both parties. The
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware and federal
laws of the United States. Any actions at law or in equity arising out of or in
relation to the Agreement may
be filed only in the state or federal courts of Delaware, U.S.A. and Licensee
hereby consents and submits to
the personal and exclusive jurisdiction of such courts. Failure to enforce any
legal right or remedy which is
contained in this Agreement will not be taken to be a formal waiver of Licensor's
rights. If any one or more
of the provisions contained in the Agreement should be invalid, illegal or
unenforceable in any respect in
any jurisdiction, the validity, legality and enforceability of such provision or
provisions shall not in any
way be affected or impaired as a result of such event in any other jurisdiction and
the validity, legality
and enforceability of the remaining provisions contained in the Agreement shall not
in any way be affected or
impaired as a result of such event, unless in either case as a result of such
determination the Agreement
would fail in its essential purpose.

12.0 Copyright and Trademark Notices. The Software is trademarked and Copyright ©
2020 CodeTogether Inc.,
2810 N Church St PMB 77141, Wilmington, Delaware 19802-4447 USA. Any rights not
expressly granted herein are
reserved to the Licensor.

By acknowledging your acceptance of this license, you agree that you have reviewed
this Agreement, the
CodeTogether website Terms of use (https://www.codetogether.com/terms/) and that
you will comply with all of
the terms and conditions.

CodeTogether EULA, 2024