Sider Scan Free Version End User License Agreement

PLEASE READ THE TERMS OF THIS SIDER SCAN FREE VERSION END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE INSTALLING, DOWNLOADING OR USING THE SOFTWARE PROGRAM THAT ACCOMPANIES THIS AGREEMENT. THIS AGREEMENT PROVIDES A LICENSE TO USE THE FREE VERSION OF THE SOFTWARE AND CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. IF YOU DO NOT AGREE TO ALL THESE TERMS, DO NOT INSTALL, DOWNLOAD OR USE THE SOFTWARE. SIDER CORPORATION RESERVES THE RIGHT TO CHANGE OR UPDATE ANY PART OF THIS AGREEMENT FROM TIME TO TIME WITHOUT PRIOR NOTICE.

GRANT OF LICENSE. This is a license agreement and NOT an agreement for sale. Sider Corporation (“Sider”) licenses you the right to use the free version of the software program that accompanies or to which you are provided access in connection with this Agreement (the “Licensed Program”), only as permitted by this Agreement and it retains all rights not expressly granted to you in this Agreement.

COPYRIGHT. The Licensed Program is a proprietary product of Sider and is protected by copyright law and international treaties. Sider retains title to and ownership of the Licensed Program, including each copy that you are authorized by this Agreement to make or use.

SCOPE OF RIGHTS; RESTRICTIONS ON USE. This non-exclusive, non-transferable license to the object code version of the Licensed Program gives the individual or entity that agrees to this Agreement (referred to as the “Licensee” or “you”) the non-exclusive right to install and use the Licensed Program subject to and in accordance with this Agreement.

You may use the Licensed Program only for its intended uses. Although you may use the Licensed Program for commercial purposes, you may not offer the benefits or services of the Licensed Program to third parties, whether such arrangement is in the nature of a service bureau, an out-sourcing service or any other similar service or business.

As a user of the free version of the software program, Sider may limit your access to the details of software code issues (problematic code, possible bugs etc.) to a certain number of code notifications each month, as further set forth on Sider’s website and subject to change in Sider’s sole discretion.

In addition:

You may not rent, lend, lease, grant a security interest in, sublicense or otherwise transfer rights in the Licensed Program.

You may not disassemble, decompile or “unlock,” reverse translate, or in any manner decode, customize, or modify the Licensed Program for any reason, unless enforcement of this provision is prohibited by law. You agree to indemnify Sider, its affiliates, and their officers, directors, employees and agents for any claims related to modifications you make to the Licensed Program.

THE LICENSED PROGRAM IS NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY TYPE OF SYSTEM OR APPLICATION IN WHICH THE FAILURE OF THE LICENSED PROGRAM COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR (E.G MEDICAL SYSTEMS, LIFE SUSTAINING OR LIFE SAVING SYSTEMS). Should you use the Licensed Program for any such unintended or unauthorized use, you shall indemnify and hold Sider, its affiliates and their officers, directors, employees and agents harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that Sider was negligent.

APPLICATION USAGE DATA. Sider collects data on your usage of the Licensed Program for the purpose of improving the performance of the Licensed Program. Specifically, the following data is collected:

-         When the Licensed Program starts its analysis, it sends the user's e-mail address and the date and time of the start of the analysis to the server managed by Sider.

-         When the Licensed Program completes its analysis, it sends the user's e-mail address, the date and time of the completion of the analysis and the number of code notifications to the server managed by Sider.

-         When the user views the analysis in the Sider Scan Viewer (a source code viewer that is opened from the URL attached to the Sider Analysis Report and viewed in a browser), the following information is sent to the server managed by Sider: usage time of the Sider Scan Viewer, programming language, priority score of the code notification, sub-component values for the priority score calculation, similarity of duplicate code, the number of statements in duplicate code and the complexity of the duplicate code.

-         Sider may add and/or reduce the parameters of the collected data. The latest information about such data parameters collected by Sider is described in the Sider Web site (https://siderlabs.com/scan/).

In any case, Sider will not collect any source code from users of the Licensed Program.

THIRD PARTY PROGRAMS. The Licensed Program contains third party programs. The license terms with those programs apply to your use of them.

COMMUNICATIONS. You agree that any material, information or other communication you post to a Sider website or voluntarily transmit or provide to Sider under this Agreement (collectively, "Communications'') will be considered non-confidential and non-proprietary. Sider will have no obligations or restrictions with respect to the Communications. You agree that Sider and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and sublicensees, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including derivative works thereto, for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from a Sider website or providing to Sider any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. If you wish to provide Sider with your confidential information, Sider requires a non-disclosure agreement (''NDA”) to receive such confidential information, so please contact a Sider representative to ensure the proper NDA is in place.

WARRANTY DISCLAIMER. SIDER DOES NOT WARRANT THAT THE LICENSED PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE ERROR-FREE. THE LICENSED PROGRAM IS PROVIDED “AS IS” AND NEITHER SIDER NOR ANY LICENSOR SHALL HAVE ANY LIABILITY FOR THE LICENSED PROGRAM OR ANY SERVICES PROVIDED IN FURTHERANCE OF THIS AGREEMENT. SIDER (INCLUDING ITS LICENSOR(S)) MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND SIDER SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY. SIDER’S LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE LICENSED PROGRAM. IN NO EVENT WILL SIDER BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR LOSS OF DATA).

TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Licensed Program. Sider may terminate this Agreement at any time in its sole discretion. Sider may include time-out mechanisms or other features that may automatically disable the Licensed Program and Sider will have no liability to you if such features disable the Licensed Program. In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement following written notice and a period of thirty days to cure the breach if the breach remains uncured at the end of such period. Upon termination, you must destroy all copies of the Licensed Program.

UPDATES AND SERVICES. As a user of the free version of the software program, you do not have the right to receive updates, bug fixes, and maintenance releases and the like (“Updates”), new versions or upgrades (“Upgrades”) or support services (“Support Services”) for the Licensed Program. Nothing in this Agreement shall be construed as to grant you any rights or licenses with respect to Updates, Upgrades and Support Services for the Licensed Program. Notwithstanding the foregoing, Sider may provide you with Updates, Upgrades or Support Services in its sole discretion, and you acknowledge and agree that to the extent received such Updates and Upgrades become part of the Licensed Program and the terms of this Agreement apply to them (unless this Agreement is superseded by a succeeding agreement accompanying such Update, Upgrade or modified version of the Licensed Program).

UNITED STATES GOVERNMENT END-USER NOTICE. The Licensed Program is a “Commercial Item,” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. §§12.212, 227.7202-1 through 227.7202-4, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users (a) only as Commercial Items and (b) with only those rights as are granted to all other end-users pursuant to the terms and conditions herein.

EXPORT REGULATIONS. The Licensed Program and documentation may be subject to export or import regulations in Japan, the United States and other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you.

MISCELLANEOUS. Any action related to this Agreement will be governed by Japanese law. Both parties agree that all disputes arising between them and related to this Agreement in any respect, and the enforcement of this Agreement, shall be resolved only and exclusively in Tokyo, Japan. No choice of law rules of any jurisdiction will apply. If any provision (or portion thereof) of this Agreement is determined by a court to be unenforceable as drafted, such provision shall be deemed omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. This Agreement is the entire agreement between you and Sider relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of Sider.

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