End User License Agreement

This End User License Agreement, the “Agreement,” is a legal agreement between you, either individually or on behalf of an organization, and CodeRhino Labs Inc., referred to as “CodeRhino,” “we,” “us,” or “our.”

This Agreement governs your access to and use of software, applications, extensions, add-ins, services, APIs, integrations, updates, documentation, and related materials developed or supplied by CodeRhino, collectively referred to as the “Software.”

By downloading, installing, accessing, purchasing, subscribing to, or using the Software, you agree to this Agreement. If you are accepting this Agreement on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not install, access, or use the Software.

1. License Grant

Subject to your payment of applicable fees and compliance with this Agreement, CodeRhino grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to install, access, and use the Software for your internal personal or business purposes.

The Software is licensed, not sold. The license may be limited by the applicable subscription, order, quotation, product listing, license quantity, number of users, environments, tenants, devices, or other purchasing terms.

2. License Restrictions

You must not, except where expressly permitted by applicable law or written authorization from CodeRhino:

• copy, distribute, sell, rent, lease, sublicense, publish, or commercially exploit the Software;
• modify, adapt, translate, or create derivative works from the Software;
• reverse engineer, decompile, disassemble, or attempt to discover its source code or underlying methods;
• bypass or interfere with license controls, security features, usage limits, or access restrictions;
• use the Software to violate any law, regulation, third-party right, or contractual obligation;
• use the Software to develop or operate a competing product or service; or
• remove or alter copyright, trademark, ownership, or attribution notices.

You are responsible for the actions of anyone who accesses the Software through your accounts, systems, or credentials.

3. Ownership and Intellectual Property

CodeRhino and its licensors retain all ownership and intellectual property rights in the Software, including its source code, object code, design, documentation, branding, updates, enhancements, and related materials.

No rights are granted except those expressly stated in this Agreement. Feedback or suggestions you voluntarily provide may be used by CodeRhino without restriction or obligation to you.

4. Subscriptions, Fees, and Renewals

Some Software may require a paid subscription or recurring license. Applicable prices, billing periods, usage limits, renewal terms, and cancellation conditions will be described in the relevant order, product listing, marketplace, or purchasing agreement.

Fees are non-refundable except as expressly stated in the applicable purchasing terms or required by law. Failure to pay applicable fees may result in suspension or termination of access.

5. Updates and Changes

CodeRhino may provide updates, fixes, enhancements, or new versions of the Software. Updates may be installed automatically where supported by the applicable platform.

We may modify or discontinue features when reasonably necessary for security, legal compliance, platform compatibility, product improvement, or business reasons. Where practical, we will provide reasonable notice of material changes that significantly reduce core paid functionality.

6. Third-Party Products and Services

The Software may interoperate with or contain components provided by Microsoft or other third parties. Third-party components, platforms, services, and open-source software may be governed by separate terms.

CodeRhino is not responsible for third-party products, services, availability, security, changes, or failures. You are responsible for obtaining and maintaining any third-party licenses, subscriptions, accounts, or infrastructure required to use the Software.

7. Data and Privacy

You retain ownership of data that you or your authorized users provide through the Software.

You are responsible for ensuring that you have the necessary rights, permissions, and lawful basis to collect, use, process, and provide that data. You must not use the Software to process data in violation of applicable privacy or data-protection laws.

Our collection and handling of personal information is governed by the CodeRhino Privacy Policy and, where applicable, a separate data-processing agreement.

8. Confidentiality

Each party must use reasonable care to protect non-public information received from the other party that is identified as confidential or that should reasonably be understood to be confidential.

This obligation does not apply to information that is publicly available through no breach of this Agreement, independently developed without use of confidential information, lawfully received from another source, or required to be disclosed by law.

9. Support

Support, maintenance, service levels, response times, and availability commitments apply only when described in the relevant order, product documentation, support plan, or separate written agreement.

Unless expressly agreed otherwise, CodeRhino does not guarantee that support will be available continuously or that every issue will be corrected.

10. Warranty Disclaimer

To the maximum extent permitted by law, the Software is provided “as is” and “as available.”

CodeRhino disclaims all warranties and conditions not expressly stated in this Agreement, including implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, compatibility, accuracy, and error-free operation.

CodeRhino does not warrant that the Software will meet every requirement, prevent every security incident, or operate without interruption or error. Nothing in this Agreement excludes warranties or rights that cannot lawfully be excluded.

11. Limitation of Liability

To the maximum extent permitted by law, CodeRhino will not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, or for loss of profits, revenue, business opportunities, goodwill, anticipated savings, or data, arising from or relating to the Software.

To the maximum extent permitted by law, CodeRhino’s total aggregate liability arising from or relating to the Software or this Agreement will not exceed the amount you paid to CodeRhino for the affected Software during the twelve months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory involved and even if CodeRhino was advised that the damages were possible. They do not apply where liability cannot lawfully be excluded or limited.

12. Indemnification

To the extent permitted by law, you agree to indemnify and hold CodeRhino harmless from third-party claims, damages, and reasonable costs arising from:

• your unlawful or unauthorized use of the Software;
• your breach of this Agreement;
• data or content you provide through the Software; or
• your infringement of another person’s rights.

This section does not require you to indemnify CodeRhino for claims caused by CodeRhino’s own negligence or willful misconduct.

13. Termination

This Agreement remains in effect until terminated.

You may terminate it by discontinuing use of the Software, removing installed copies, and cancelling applicable subscriptions.

CodeRhino may suspend or terminate your license if you materially breach this Agreement, fail to pay applicable fees, use the Software unlawfully, create a security risk, or if continued provision of the Software becomes unlawful.

Upon termination, your right to use the Software ends immediately. Provisions concerning ownership, confidentiality, disclaimers, liability, indemnification, and dispute resolution will survive termination.

14. Export and Legal Compliance

You must comply with all applicable laws and regulations, including export controls, sanctions, privacy requirements, and laws governing the use and transfer of technology.

You represent that you are not prohibited from receiving or using the Software under applicable law.

15. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles.

Subject to any rights or remedies that cannot be waived under applicable law, the courts located in Ontario will have exclusive jurisdiction over disputes arising from this Agreement.

16. Additional Terms and Order of Precedence

Specific Software may be subject to additional terms contained in an order, quotation, product listing, marketplace listing, service-level agreement, data-processing agreement, or other written agreement.

If these documents conflict, the following order of precedence applies unless expressly agreed otherwise:

• a separately signed agreement between you and CodeRhino;
• applicable marketplace or order-specific terms;
• product-specific terms;
• this Agreement.

Custom software development and professional services may be governed by a separate services agreement or statement of work.

17. Changes to This Agreement

CodeRhino may update this Agreement from time to time. The updated version will be published with a revised effective date.

Material changes will apply prospectively. Where required by law, or where changes materially affect an existing paid subscription, CodeRhino will provide additional notice or obtain consent.

18. General Terms

If any provision of this Agreement is found unenforceable, it will be modified to the minimum extent necessary or removed, and the remaining provisions will continue in effect.

A failure to enforce a provision is not a waiver of that provision. You may not assign this Agreement without CodeRhino’s written consent. CodeRhino may assign this Agreement as part of a merger, reorganization, sale of assets, or transfer of the applicable Software business.

This Agreement, together with applicable additional terms, constitutes the entire agreement concerning your use of the Software.

19. Contact Information

Questions about this Agreement may be submitted through the contact information provided at:

CodeRhino Labs Inc.
Website: https://coderhino.net