CODE SOLUTIONS LLC PROPRIETARY SOFTWARE LICENSE AGREEMENT
Version 1.0, January 2026
Copyright (c) 2026 Code Solutions LLC. All Rights Reserved.
IMPORTANT: READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE.
BY USING, COPYING, OR DISTRIBUTING THIS SOFTWARE, YOU AGREE TO BE BOUND BY
THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE,
COPY, OR DISTRIBUTE THIS SOFTWARE.
1. DEFINITIONS
"Software" means the source code, object code, documentation, and any
related materials provided by Code Solutions LLC under this License.
"Licensor" means Code Solutions LLC, a limited liability company organized
and existing under the laws of the United States.
"Licensee" or "You" means the individual or entity that has agreed to
be bound by this License.
"Authorized Use" means use of the Software solely in accordance with a
separate written agreement between You and the Licensor that expressly
grants You specific usage rights.
2. LICENSE GRANT
Subject to the terms and conditions of this License and any separate
written agreement between You and Licensor, Licensor grants You a
limited, non-exclusive, non-transferable, revocable license to use
the Software solely for Authorized Use.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY LICENSOR.
If no separate written agreement exists granting You specific usage
rights, then no license is granted and any use of the Software is
strictly prohibited.
3. RESTRICTIONS
Unless expressly authorized in writing by Licensor, You shall NOT:
(a) Copy, reproduce, or duplicate the Software in whole or in part;
(b) Modify, adapt, alter, translate, or create derivative works based
upon the Software;
(c) Reverse engineer, disassemble, decompile, decode, or otherwise
attempt to derive or gain access to the source code of the Software
or any part thereof;
(d) Distribute, sublicense, lease, rent, loan, sell, resell, or
otherwise transfer the Software or any rights therein to any
third party;
(e) Remove, alter, or obscure any copyright notices, trademarks, or
other proprietary rights notices contained in or on the Software;
(f) Use the Software for any unlawful purpose or in violation of any
applicable laws or regulations;
(g) Use the Software in any manner that could damage, disable,
overburden, or impair any Licensor systems or networks;
(h) Permit any third party to do any of the foregoing.
4. INTELLECTUAL PROPERTY OWNERSHIP
The Software and all copies thereof are proprietary to Licensor and
title thereto remains exclusively with Licensor. All applicable rights
to patents, copyrights, trademarks, trade secrets, and other
intellectual property rights in the Software are and shall remain
exclusively with Licensor.
Licensor retains all right, title, and interest in and to the Software,
including without limitation all intellectual property rights therein.
This License does not convey to You any ownership interest in or to
the Software, but only a limited right of use revocable in accordance
with the terms of this License.
You acknowledge that the Software contains valuable trade secrets and
confidential information of Licensor. You agree to maintain the
confidentiality of the Software using at least the same degree of care
You use to protect Your own confidential information, but in no event
less than reasonable care.
5. TERM AND TERMINATION
This License is effective until terminated. Licensor may terminate
this License at any time if You fail to comply with any term or
condition of this License.
Upon termination:
(a) All rights granted to You under this License shall immediately
cease;
(b) You must immediately cease all use of the Software;
(c) You must destroy or return to Licensor all copies of the Software
in Your possession or control.
Sections 4, 6, 7, 8, and 9 shall survive any termination of this
License.
6. REMEDIES FOR VIOLATION
You acknowledge that any breach of this License may cause Licensor
irreparable harm for which monetary damages would be inadequate.
In addition to any other remedies available at law or in equity,
Licensor shall be entitled to:
(a) Immediate termination of this License and all rights granted
hereunder;
(b) Injunctive relief, including temporary restraining orders,
preliminary injunctions, and permanent injunctions, without the
necessity of proving actual damages or posting any bond or other
security;
(c) Recovery of all actual damages, including but not limited to
direct, indirect, consequential, and incidental damages;
(d) Recovery of statutory damages to the maximum extent permitted
by applicable law;
(e) Recovery of all costs and expenses incurred in enforcing this
License, including reasonable attorneys' fees;
(f) Any other remedies available under applicable law.
The remedies set forth herein are cumulative and not exclusive.
7. DISCLAIMER OF WARRANTIES
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT.
LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR
REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE
WILL BE CORRECTED.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE
IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE
COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER,
INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS
OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LICENSOR'S TOTAL LIABILITY TO YOU FOR ALL
DAMAGES EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE, IF ANY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY TO YOU.
9. GENERAL PROVISIONS
(a) Governing Law. This License shall be governed by and construed
in accordance with the laws of the United States and the State
of Delaware, without regard to its conflicts of law principles.
(b) Jurisdiction. Any legal action or proceeding relating to this
License shall be brought exclusively in the state or federal
courts located in Delaware, and You hereby consent to the
personal jurisdiction and venue of such courts.
(c) Entire Agreement. This License constitutes the entire agreement
between You and Licensor with respect to the Software and
supersedes all prior or contemporaneous understandings regarding
such subject matter.
(d) Amendment. This License may not be amended except by a written
instrument signed by both parties.
(e) Waiver. The failure of Licensor to enforce any right or provision
of this License shall not constitute a waiver of such right or
provision.
(f) Severability. If any provision of this License is held to be
invalid or unenforceable, the remaining provisions shall continue
in full force and effect.
(g) Assignment. You may not assign or transfer this License or any
rights granted hereunder without the prior written consent of
Licensor. Any attempted assignment without such consent shall be
void.
(h) Export Compliance. You shall comply with all applicable export
and import laws and regulations.
END OF LICENSE AGREEMENT
For licensing inquiries, please contact:
Code Solutions LLC
Email: legal@codesolutionsllc.com