Terms of Use

These Terms of Use ("Terms of Use") constitute the entire agreement, and the only agreement, between CodeData Inc. ("CodeData Software Solutions, Inc." or "CodeData Software Solutions S.A.") and you ("You" or "you") regarding use of CodeData's web site located at http://www.formatcode.com (the "Web Site").

Your use of the web site will be governed by these terms of use and will be conditioned upon your assent to these terms of use. Please read these terms of use carefully before using the web site, as using the web site will indicate your assent to these terms of use. If you do not agree to these terms of use, then do not use the web site.

1. CodeData Inc. owns and retains the copyrights and other proprietary rights in the Web Site, except for material in the public domain. All copyrightable material displayed on this Web Site is copyrighted and may not be copied, performed, displayed, distributed, published, redistributed, transmitted or retransmitted without permission of the copyright owner, except as set forth in Sections 2 and 3 below. No user may remove, alter or cover any copyright or other proprietary notices placed on the Web Site, including all materials found on this Web Site.

2. You may freely download material from this Web Site for your informational purposes only and only for your personal, non-commercial use. You may not, however, distribute, modify, transmit, reuse, repost or use any of such materials for public or commercial purposes, without CodeData Inc.'s express written permission. All copyright and other proprietary notices contained in downloaded materials must be retained.

3. Except as set forth above, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of CodeData Inc. or any third party. Except as expressly set forth above, nothing contained herein shall be construed as conferring any license or right under any CodeData Inc. copyright.

4. This Web Site may provide, or third parties may provide, links to other Internet sites or resources. Because CodeData Inc. has no control over such sites and resources, You acknowledge and agree that CodeData Inc. is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. CodeData Inc. will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or web site available on or through any such site or resource.

5. Documents and other information published by CodeData Inc. on the Web Site are provided "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. CodeData Inc. shall not under any circumstances be liable to any person for any special, incidental, indirect or consequential damages, including, without limitation, damages resulting from use of or reliance on the information presented, loss of profits or revenues or costs of replacement goods, even if informed in advance of the possibility of such damages.

6. Every effort has been made to ensure the accuracy of the information presented. However, CodeData Inc. assumes no responsibility for the accuracy of the information contained in the Site.

7. The Web Site also may notify You of changes to the Terms of Use or other matters by displaying notices or links to notices on the Web Site. CodeData Inc. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Web Site (or any part thereof) with or without notice. CodeData Inc. will not be liable to You or any third party for any termination, modification, or suspension of the Web Site.

8. All products, services and brand names used on the Web Site that refer to non-CodeData products and services are trademarks or registered trademarks of the owners of such products, services and/or brands. The mention of other products, services or brands on the Web Site shall not, in itself, imply that CodeData Inc. has any trademark license to such product names or brands.

9. By submitting any software (including, but not limited to macros), feedback or suggestions using the Web Site (collectively the "Submitted Materials"), you warrant and represent that you own or otherwise control the rights necessary to do so and you hereby grant CodeData Inc. and its affiliated companies an irrevocable, perpetual, transferable worldwide license to:

1) Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such Submitted Materials; and

2) Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the Submitted Materials.

The foregoing grants shall include the right to exploit any proprietary rights in such Submitted Materials, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. No compensation will be paid with respect to CodeData Inc.'s use of the Submitted Materials. CodeData Inc. is under no obligation to post or use any Submitted Materials and may remove Submitted Materials at any time in CodeData's sole discretion.

This section is inapplicable to any personally identifiable information that you provide in connection with your registration for the Site. For terms and conditions governing use of such information, please refer to the Site's Privacy Policy.

10. International law, controlling U.S. federal law and China law govern any action related to these Terms of Use. No choice of law rules of any jurisdiction apply. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. You and CodeData Inc. agree to submit to the personal and exclusive jurisdiction of the courts located within China, Macao and USA.

If you have questions regarding these Terms of Use or the Web Site, please feel free to contact us.