End-User License Agreement (EULA)
for the Code Effects Decision Automation Platform
Effective Date: The date on which the Licensee downloads, installs, or
otherwise lawfully obtains a copy of the Software.
Company: Code Effects Software, LLC, a limited liability company
organized and existing under the laws of the State of Georgia, United
States ("Licensor").
This EULA covers every Code Effects package. Section 4 says what each
package permits; everything else applies to all of them.
1. Acceptance of Terms
1.1 By installing, copying, referencing, or otherwise using the
Software, You ("Licensee") agree to be bound by the terms of this
EULA. If You do not agree, do not install or use the Software.
1.2 If You accept this EULA on behalf of an organization, You represent
that You have the authority to bind that organization, and
"Licensee" means that organization.
2. Definitions
2.1 Software: The Code Effects decision automation platform: the Rule
Editor, the Rule Engine, the Rule Repository, Audit, the MCP server,
their assemblies, NuGet and npm packages, scripts, database scripts,
styles, documentation, and the updates Licensor provides for them.
2.2 Package: A licensing tier of the Software, as defined in Section 4.
A Package is either Code Effects Personal, obtained free of charge,
or a Paid Package: Code Effects Standard, Business, Enterprise,
Ultimate, or Source.
2.3 Add-on: Code Effects Assurance, Distribution, or Support, as defined
in Section 5. An Add-on contains no software; it extends a Paid
Package with rights or services.
2.4 Organization: The single legal entity named by Licensor as the
licensee on the Order for a Paid Package. Unless the Order states
otherwise, it does not include the entity's parent, subsidiaries, or
other affiliates.
2.5 Order: The invoice or other order of payment issued by Licensor to
Licensee that defines the final sale of a Paid Package or an Add-on:
the exact Package and Add-ons, the User Limit, the price, the
Order's date and due date, and any other terms and values of the
sale. The license record Licensor keeps for the Order in the Code
Effects Portal reflects it. A purchase order, request, or other
document issued by Licensee is not an Order, and its terms do not
define or change the sale.
2.6 Product Key: The unique key Licensor issues for a Paid Package and
builds into the assemblies Licensee downloads from the Code Effects
Portal.
2.7 User: A natural person who signs in to, or otherwise works in, the
Rule Repository, whether directly or through an AI agent acting for
that person. AI agents acting on their own, services, and automated
processes are not Users. The people whose data the Rule Engine
evaluates, and the people who use Licensee's applications without
working in the Rule Repository, are not Users.
2.8 Active User: A User who has used the Rule Repository during the most
recent three (3) months.
2.9 User Limit: The number of Active Users a Paid Package permits, as
stated by Licensor in the Order. The Order states one User Limit for
each license, which may reflect several licenses of the same Package
bought together and any terms agreed with Licensor.
2.10 Commercial Use: Any use of the Software by or for a business,
government, or other organization, or in connection with any
product, service, or activity offered for a fee, for advertising
revenue, or in support of a commercial enterprise, including
internal business operations.
2.11 Production Use: Use of the Software to make, record, or manage
decisions in a system that serves real users, customers,
transactions, or data, as opposed to development, testing, or
demonstration.
2.12 Major Version: The first number of the Software's version, such as
7 in 7.2.1.
3. General License Grant
3.1 Subject to this EULA, Licensor grants Licensee a non-exclusive,
non-transferable, non-sublicensable license to install and use the
Software within the scope of the Package Licensee holds:
3.1.1 Code Effects Personal, when Licensee obtained the Software
without a Paid Package, free of charge, from NuGet, npm, or
Licensor's website; or
3.1.2 the Paid Package, and any Add-ons, stated in the Order Licensor
issued to Licensee, when Licensee obtained the Software from the
Code Effects Portal with a Product Key.
3.2 The scope of a Paid Package is conditional on payment of the price
stated in the Order by its due date.
3.3 A Paid Package is perpetual: once paid for, it may be used for as
long as Licensee complies with this EULA.
4. Packages and Specific Terms
4.1 Code Effects Personal
4.1.1 Components: The Rule Editor, the Rule Engine, and their common
library, distributed as CodeEffects.Rule.Editor.Personal,
CodeEffects.Rule.Engine.Personal, and
CodeEffects.Rule.Common.Personal, and the Rule Editor's npm
package.
4.1.2 Permitted use: Personal, community, development, and research
use only, free of charge, with no limits on users,
evaluations, developer seats, or hardware, and no delays:
4.1.2.1 Personal use: use by an individual for their own
learning, projects, or private purposes, not for
Commercial Use.
4.1.2.2 Community use: use in non-commercial community,
educational, open source, or charitable projects that
are offered free of charge.
4.1.2.3 Development use: building, testing, evaluating, and
demonstrating software, including software intended for
Commercial Use, as long as the Software is not in
Production Use for a commercial purpose.
4.1.2.4 Research use: academic or scientific research funded by
non-commercial and non-government entities.
4.1.3 Commercial production use: Production Use for a commercial
purpose requires a Paid Package, from the moment the Software
is first put into Production Use.
4.1.4 Add-ons: Not available.
4.1.5 Support: As stated in Section 6.4.
4.1.6 Distribution: Not included.
4.2 Code Effects Standard
4.2.1 Components: The Rule Editor, the Rule Engine, and their common
library.
4.2.2 Permitted use: Commercial and non-commercial use, including
Production Use, by the Organization, in any number of its
applications, environments, and installations, with no limits
on users, evaluations, developer seats, or hardware.
4.2.3 User Limit: None.
4.2.4 Support: Basic Support (Section 6).
4.3 Code Effects Business
4.3.1 Components: Everything in Code Effects Standard, plus the Rule
Repository, its database scripts, and the database connection
libraries for the database type Licensee selects.
4.3.2 Permitted use: As for Code Effects Standard. The Rule
Repository may be used by the Organization within the User
Limit.
4.3.3 User Limit: As stated in the Order.
4.3.4 Support: Basic Support (Section 6).
4.4 Code Effects Enterprise
4.4.1 Components: Everything in Code Effects Business, plus Audit.
4.4.2 Permitted use: As for Code Effects Business. Audit and the
Rule Repository are used together within one User Limit.
4.4.3 User Limit: As stated in the Order.
4.4.4 Support: Basic Support (Section 6).
4.5 Code Effects Ultimate
4.5.1 Components: Everything in Code Effects Enterprise, plus the
MCP server.
4.5.2 Permitted use: As for Code Effects Business. People who work
through AI agents connected to the MCP server count as Users;
the agents themselves do not.
4.5.3 User Limit: As stated in the Order.
4.5.4 Support: Basic Support (Section 6).
4.6 Code Effects Source
4.6.1 Components: The source code of the entire Software, and the
right to build it.
4.6.2 Permitted use: Use of the entire Software, including
Production Use, by the Organization, in any number of its
applications, environments, and installations, with no User
Limit. Licensee may view, modify, and compile the source code,
and use the resulting binaries, for the Organization's own
purposes.
4.6.3 Source code restrictions: Licensee shall not disclose,
publish, or distribute the source code, or any modified
version of it, to anyone outside the Organization, except to
contractors who work for the Organization under written
confidentiality obligations no less protective than this EULA.
Binaries built from the source code may be distributed only as
permitted under Code Effects Distribution.
4.6.4 Add-ons: Code Effects Assurance is not available for this
Package.
4.6.5 Support: Basic Support (Section 6).
4.7 User Limit
4.7.1 Licensee shall not permit more Active Users than its User
Limit.
4.7.2 Licensee shall identify each User to the Rule Repository as a
distinct person and shall not combine several people under one
user identity, rotate identities, or otherwise avoid the count
of Active Users.
4.7.3 The Rule Repository counts Active Users within Licensee's own
environment, as stated in Section 9, and, when the count
exceeds the User Limit, notifies Licensee. If the excess
continues for six (6) months, the Rule Repository withdraws
the permissions to create, change, approve, publish, and run
until the license allows the Active Users. Rule evaluation by
the Rule Engine is not affected. This mechanism is a notice,
not a measure of compliance: Licensee remains responsible for
staying within its User Limit, and continued use above it
requires a higher User Limit.
4.7.4 Licensee shall not alter, remove, or bypass the Product Key or
the User Limit built into the Software.
5. Add-ons
5.1 Add-ons are available for Paid Packages only, each as stated below,
and apply to the Organization's Paid Package for the term stated in
the Order.
5.2 Code Effects Assurance
5.2.1 Availability: Every Paid Package except Code Effects Source.
5.2.2 Release events: Licensor (a) ceases to carry on business, (b)
is dissolved or becomes subject to bankruptcy, insolvency, or
liquidation proceedings that are not dismissed within ninety
(90) days, or (c) stops offering licenses and support for the
Software without a successor that assumes Licensor's
obligations under this EULA.
5.2.3 Delivery: Upon a release event, Licensor, or its successor or
a designated escrow agent, shall deliver to Licensee the
source code of the Software's most recent version covered by
Licensee's Paid Package.
5.2.4 Use: Licensee may then use, modify, and compile that source
code for the Organization's own purposes, under the terms and
restrictions of Section 4.6.3, solely to continue using and
maintaining the Software within the scope of its Paid Package.
5.3 Code Effects Distribution
5.3.1 Availability: Every Paid Package.
5.3.2 Grant: The right to distribute the Rule Editor and the Rule
Engine, as binaries embedded in or with Licensee's
applications, to any number of external users and devices,
including customers and end users outside the Organization.
5.3.3 Limits: The Rule Repository, Audit, and the MCP server are not
distributable, and recipients may not use the distributed
components apart from Licensee's applications.
5.3.4 Without this Add-on, no Package includes distribution rights,
and the Software may be used only by and for the Organization.
5.4 Code Effects Support
5.4.1 Availability: Every Paid Package.
5.4.2 Response time: A guaranteed first response to each support
request within twenty-four (24) business hours. For this
purpose, United States public holidays count as business days.
5.4.3 Priority: Licensee's support requests are handled ahead of
Basic Support requests.
5.4.4 Meetings: Unlimited online meetings with Licensor's technical
staff, each scheduled by Licensee no earlier than one (1)
business day in advance.
6. Basic Support
6.1 Every Paid Package includes Basic Support: email support from
Licensor's technical staff, and access to Licensor's online
documentation and community resources.
6.2 Under Basic Support, Licensee is guaranteed to receive technical
support from Licensor; however, response times are not guaranteed.
6.3 In practice, responses are generally provided within forty-eight
(48) hours on business days. United States public holidays are not
business days for this purpose, and responses may take longer during
them.
6.4 Code Effects Personal does not include support. Licensor's staff may
answer support requests from users of Code Effects Personal,
depending on the current support queue and solely at their
discretion; such support is not guaranteed in any way.
7. Versions, Updates, and Upgrades
7.1 A Paid Package covers every release of the Major Version purchased,
including its minor versions, updates, and fixes, for as long as
Licensor makes them available.
7.2 A new Major Version requires an upgrade purchase. Upgrade prices are
not fixed. They generally do not exceed thirty percent (30%) of the
price originally paid for the Paid Package, but this is not
guaranteed.
7.3 Each version of the Software is governed by the EULA that
accompanies it. A later EULA does not reduce the rights Licensee was
granted for a Paid Package already purchased.
7.4 Licensor may change, add, or remove features in future versions.
8. Restrictions
8.1 Except as expressly permitted in this EULA, Licensee shall not:
8.1.1 distribute, sublicense, sell, lease, rent, lend, or host the
Software for use by third parties;
8.1.2 modify, decompile, disassemble, or reverse engineer the
Software, except as permitted under Code Effects Source or
Code Effects Assurance, or to the extent applicable law
expressly permits it despite this restriction;
8.1.3 use Code Effects Personal for Commercial Use in Production
Use;
8.1.4 use the Software beyond the scope of its Package, including
above its User Limit;
8.1.5 alter, remove, or bypass any Product Key, license check, or
User Limit;
8.1.6 remove or alter proprietary notices; or
8.1.7 use the Software to build a product that competes with the
Software, such as a rules engine, rule editor, or rule
management system offered to third parties.
9. Data and Network Independence
9.1 The Software runs entirely within Licensee's own applications and
infrastructure: every component is embedded in, and referenced by,
Licensee's own code.
9.2 The Software does not connect, or attempt to connect, to Licensor or
to any other resource outside Licensee's infrastructure, and does
not send, transfer, or receive any data to or from such a resource
by any means. This includes license validation, the Product Key, and
the counting of Active Users, all of which take place within
Licensee's own environment.
9.3 The only exceptions are connections that Licensee itself provides
and controls:
9.3.1 calls to external resources made by business rules created
with the Software, through the in-rule methods and actions
that Licensee's code provides to those rules; and
9.3.2 requests to the AI providers that Licensee configures for the
Rule Repository's AI features, through the AI clients Licensee
registers. These send rule content and the instructions of
Licensee's users to those providers.
10. Third-Party Components and Services
10.1 The Software uses third-party libraries, such as Newtonsoft.Json
and database providers, that are governed by their own licenses.
10.2 Licensor does not operate the AI providers Licensee configures.
Licensee is responsible for its agreements with them and for the
data it sends to them.
11. Intellectual Property
11.1 The Software is licensed, not sold. Licensor retains all ownership,
title, and intellectual property rights in the Software, including
any source code delivered under Code Effects Source or Code Effects
Assurance.
11.2 Rules, rule data, and other content Licensee creates with the
Software belong to Licensee.
12. Verification
12.1 Upon Licensor's reasonable written request, not more than once per
year, Licensee shall confirm in writing that its use of the
Software complies with this EULA, including the number of Active
Users.
13. Termination
13.1 This EULA becomes effective on the Effective Date and remains in
force until terminated.
13.2 Licensor may terminate this EULA if Licensee materially breaches it
and does not cure the breach within thirty (30) days of written
notice. Licensor may terminate it immediately for a breach that
cannot be cured.
13.3 Upon termination, Licensee must cease use of the Software and
destroy all copies, including source code.
13.4 Sections 8 and 10 through 17 survive termination.
14. Disclaimer of Warranty
14.1 The Software is provided "AS IS," without warranty of any kind,
express or implied, including warranties of merchantability,
fitness for a particular purpose, and non-infringement.
14.2 Licensee is responsible for the rules it creates and for the
decisions its systems make with the Software.
15. Limitation of Liability
15.1 Licensor is not liable for indirect, incidental, special, or
consequential damages, including lost profits, lost data, or
business interruption.
15.2 Licensor's total liability under this EULA shall not exceed the
fees paid by Licensee for the applicable Paid Package and Add-ons.
For Code Effects Personal, Licensor has no liability to the extent
permitted by law.
16. Governing Law
16.1 This EULA is governed by the laws of the State of Georgia, United
States, without regard to conflict of law provisions.
17. Entire Agreement
17.1 This EULA, together with any applicable Order, constitutes the
entire agreement between Licensor and Licensee regarding the
Software and supersedes any prior agreements or communications
regarding it. Terms in Licensee's purchase orders or other
documents do not form part of it, even if Licensor accepts or
acknowledges such a document.
17.2 Where an Order and this EULA conflict, the Order prevails for the
matters it addresses.