Last Revised: September [*], 2023
1. License; Services; Account
1.1. Subject to Your compliance with these Terms and any Order, Codium grants You (in accordance with the number of seats agreed between You and Codium – “Users“) a personal, non-exclusive, non-transferable, non-sublicensable, limited, revocable license to use the Website, Services and Platform, solely for Your internal business purposes.
1.2. Customer must register and establish an account with Codium in order to use the Services (the “Account“). By registering an Account, Customer represents that it is entitled to disclose the information provided in such registration, without breach by you of any obligations or violation of any rights of third parties. Subject to the terms and conditions of these Terms, Codium shall provide Customer with its code integrity services in accordance those specific Codium products and features subscribed to by Customer or set out in an Order, if applicable (the “Services“) through its proprietary technology as hosted on a third-party cloud service (the “Platform“).
1.3. You may register an Account by logging into your account with certain third-party service accounts (“SSO”) including, but not limited to, Google and GitHub (each such account, a “Third-Party Account”), as described below. As part of the functionality of the Services, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Codium through the Service; or (ii) allowing Codium to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By registering an Account through an SSO, You represent that you are entitled to disclose your Third-Party Account login information to Codium and/or grant Codium access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Codium to pay any fees or making Codium subject to any usage limitations imposed by such third-party service providers.
1.4. To enable delivery of the Services in accordance with these Terms, Customer must allow Codium’s IP addresses and servers to access Customer’s cloud assets and/or virtual private cloud], as applicable.
1.5. You must manage and secure all login credentials used by Users in connection with their use of the Services and Platform, and protect the same against unauthorized use or disclosure.
1.6. You acknowledge that certain software components of the Services may be covered by opensource licenses promulgated by the Open-Source Initiative or by the Free Software Foundation (“Open-Source Component”). If such open-source license prohibits any of the restrictions in these Terms, such restrictions will not apply to such Open-Source Components.
1.7. You must not misuse the Services. Except as otherwise expressly permitted in these Terms, with respect to the Website, the Services, the Platform or any content and documentation made available by Codium in connection with the aforementioned (the “Codium Content“), you may not (a) make available or use the information on the Website, the Services or the Platform on any other platform or for the benefit of any third party; (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Website, the Services, the Platform or the Codium Content for any commercial purposes; (c) use the Website, the Services, the Platform or the Codium Content, to transmit any illegal, immoral, unlawful and/or unauthorized materials, or interfere with or violate users’ rights to privacy and other rights, or harvest or collect personally identifiable information about users without their express consent; (d) use the Website, the Platform or the Services, to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program; (e) interfere with or disrupt the integrity, performance or operation of the Website, the Services, the Platform or any part thereof, including any servers or networks provided by third party service providers; (f) attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Website, the Platform or the Services; (g) copy, modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble the Website, the Platform, the Services or the Content, or any material that is subject to our proprietary rights, including without limitation for non-internal or commercial purpose, and shall not simulate or derive any source code or algorithms from the Website, the Platform or the Services; and (h) misrepresent or impersonate any person or entity, or falsely state your affiliation, or express, imply that we endorse you in any manner, or represent or distribute inaccurate information about the Website, the Platform or the Services.
1.8. Any use of the Services in breach of these Terms, that in our reasonable judgment threatens the security, integrity or availability of the Services or of Codium’s or its licensors’ intellectual property rights associated with, arising out of or integral to the Services or Platform, may result in immediate suspension of your access to the Services or Platform. You agree to notify us immediately if you become aware of any unauthorized use of the Services or Platform. You are responsible for any and all actions taken through use of your accounts and passwords
2. Representations and Warranties
3. Fees and Payment
3.1. Certain Services shall be made available to you free of charge (subject to Codium’s right to modify the Fees as set out under these Terms). If we charge any fees for Services (the “Fees“), the charges for such Services, and any additional terms and conditions applicable thereto will be detailed in the applicable online description of such Services or in your Order with Codium, as applicable.
3.2. You will pay, and You authorize Codium or Codium’s resellers or vendors (as applicable) to charge using your selected payment method for all Fees with respect to Services subscribed to by You. Fees are non-refundable except as required by law. Charges will be made either in advance or in arrears as provided in the specific Service terms or the applicable Order, and are made either monthly, annually or in any other billing frequency offered by Codium or its applicable reseller or vendor and selected by You.
3.3. Subject to any Order, we will automatically renew your subscription to any Services for the same subscription period. To cancel such automatic renewal, you must unsubscribe to such Service at least 14 days prior to the end of the applicable subscription period, or as otherwise stated in the online description of the Services or in Your applicable Order. Cancellation will take effect immediately and you will not be charged again.
3.4. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information. Billing may be performed by a third party service provider of Company.
3.5. Our fees do not include taxes, levies or duties, such as value added tax, GST and any other similar charges. We will charge tax if we are legally required to do so.
4. Intellectual Property Rights; Feedback
4.1. All intellectual property rights in the Platform, Services and any part thereof, including any and all derivatives, changes and improvements thereof (other than the Output) lie exclusively with Codium. Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Platform, Service or any part thereof for any purpose; (ii) not represent that it possesses any proprietary interest in the Platform, Service, or any part or derivative thereof (other than the Output); (iii) not directly or indirectly, take any action to contest Codium’s intellectual property rights or infringe them in any way; (iv) except as specifically permitted in writing by Codium, not use the name, trademarks, trade-names, and logos of Codium; (v) except as specifically permitted herein, not copy any part or content of the Platform other than for Customer’s own internal business purposes; (vi) not copy any features, functions or graphics of the Platform or use it or the Output to build a competitive product or service; and (vii) not remove the copyright, trademark and other proprietary notices contained on or in Codium’s Platform, products or Services.
4.2. All intellectual property rights in any information, materials or Confidential Information provided by Customer to Codium or pulled by Codium from the Account in connection with the Services, including any modifications, enhancements and derivatives thereof (collectively, “Customer Data”) lie exclusively with Customer or its licensors (for the avoidance of doubt, not including any Usage Data or Aggregated Data).
4.3. Customer hereby grants to Codium a non-exclusive, royalty-free, time limited (during your engagement with Codium), worldwide license to use all Customer Data provided to Codium in connection with these Terms, to (i) permit Codium to perform the Services to Customer as set forth in these Terms and (ii) subject to the specific terms set out in Exhibit A, to train and improve the Platform’s and Services’ performance, all subject to Codium’s compliance with applicable law and privacy regulations.
4.4. To the maximum extent permitted by law and any third party licenses governing information uploaded to the Platform (including any Open-Source Component), and subject to Customer’s compliance with these Terms, Codium shall assign to Customer all its right, title and interest in and to the Output.
4.5. Notwithstanding anything to the contrary under these Terms or their exhibits, Codium reserves the right to monitor the performance and use of the Website and Platform by Customers (for the avoidance of doubt, including Enterprises) and collect data in connection therewith (the “Usage Data“). Codium may combine this Usage Data with other data (including anonymized elements of Customer’s data stored on or shared with the Platform or Website), and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the “Aggregated Data“). Customer agrees that Codium may collect, use and publish such Aggregated Data; provided, however, that such usage shall not, directly or indirectly, identify Customer, its Users or any individual, or contain Customer’s Confidential Information.
4.6. To the extent You provide us any feedback, input, comments or suggestions regarding the design, functionality or operation of the Website, Services or Platform (“Feedback“), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.
5.1. To the extent Confidential Information of a party is disclosed during the performance of the Services, the receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein;(ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under these Terms; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief. Subject to any provisions to the contrary in an Order or non-confidentiality agreement between you and Codium, the confidentiality obligations hereunder shall expire three (3) years from the date of termination or expiration of these Terms.
5.2. For the purposes hereof, “Confidential Information” means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms and/or any use of or reference to the Confidential Information.
6. Disclaimer; Limitation of Liability; Indemnification
6.1. CODIUM PROVIDES THE PLATFORM AND SERVICES (INCLUDING THE OUTPUT) TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND CODIUM EXPRESSLY DISCLAIMS ALL WARRA–TIES – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. CODIUM FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER IS SOLELY RESPONSIBLE FOR THE CUSTOMER DATA AND SHOULD EVALUATE THE ACCURACY OF THE OUTPUT IN EACH CASE, INCLUDING BY CONDUCTING HUMAN REVIEW AS NECESSARY.
6.2. IN NO EVENT WILL CODIUM’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES OR TO THE PLATFORM EXCEED EXCEED THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT CODIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE COMPANY MAY CHANGE THE WEBSITE, THE CODIUM CONTENT OR THE SERVICES IN WHOLE OR IN PART IN ITS SOLE DISCRETION WITHOUT NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU WHATSOEVER IN CONNECTION THEREWITH.
6.3. You will indemnify, defend, and hold harmless Codium, its affiliates, resellers, vendors, employees and agents from and against all liabilities, damages, and costs (including reasonable attorneys’fees) arising out of any claim, demand, suit or proceeding by a third party alleging that the Customer Data or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law.
7. Term; Termination
7.1. Subject to this Section 7 and to any specific subscription terms set out in the Website or agreed between Codium and you in an Order, these Terms will remain in full force and effect while you use the Platform or Services. You may stop using the Services at any time and you may delete your Account. We may (a) suspend your rights to use the Platform and/or Services (including your Account) or (b) terminate these Terms, at any time for any reason at our sole discretion, including for any use of the Website or Services in violation of these Terms.
7.2. Upon termination of these Terms, your Account and right to access and use the Website and Services will terminate immediately. You understand that any termination of your Account may involve deletion of your Customer Data associated therewith from our Website, Services, and Platform. Codium will not have any liability whatsoever to you for any termination of these Terms, including for termination of your Account or deletion of Your Customer Data. All terms and provisions of these Terms, which by their nature are intended to survive any termination or expiration of these Terms, will so survive, including Sections 4-6, 8 and 11.
All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by email transmission with written confirmation of receipt, addressed to the address set forth on the signature page or to such other address as any party hereto may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given three calendar days after posting.
Codium may use Customer’s name and logo in publication of Codium’s customers. In addition, Codium, may, subject to Customer’s prior approval of the content, issue success stories, publicity or general marketing communications concerning its involvement with the Customer.
10. Changes to the Terms
10.1. These Terms (and any Exhibit thereof) and the scope and specifics of the Services may be subject to periodical revisions or amendments, from time to time with or without notice, at our sole discretion; We encourage you to review the Terms regularly. The last revision will be reflected in the “Last Updated” heading.
10.2. Your continued use of our Website, the Platform, the Codium Content or the Services following any such amendments will be considered as your consent to the amended Terms. At all times, the latest version of these Terms shall be binding and prevail over any other version.
These Terms (including agreement or document incorporated by reference and your Order with Codium, as applicable) constitutes the entire agreement between Codium and Customer and supersedes any previous agreements or representations, either oral or written, with respect to the subject matter of these Terms. Customer shall not transfer or assign its rights or obligations under these Terms to any third party. Any purported assignment contrary to this section shall be void. Codium may assign its rights and obligations under these Terms upon a prior written notice to Customer. If any part of these Terms is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of these Terms or to exercise any rights or remedies under these Terms or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance. These Terms are governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the courts of Tel Aviv, Israel.
Notwithstanding the Terms (including Section 4.3), the following specific terms shall apply to Enterprise Customers’ (including Teams) use of the Website, the Platform, the Services and the Codium Content.
1. “Enterprise” shall mean a legal entity Customer who entered into a paid subscription or agreement with Codium for use of the Platform and Services.
2. Codium shall:
(a) Not activate certain features of the Platform and Services requiring the retention of such Enterprise’s Customer Data, as detailed on the Platform, Website and/or Order with such Enterprise, unless the Enterprise explicitly approves such sharing, use and retention of Customer Data in advance by having its authorized person opt-in.
(b) Not use an Enterprise’s Customer Data to develop, improve, teach, train or inform the Platform or Services’ AI-related algorithms, models, products, services, code, system or functions, unless the Enterprise explicitly approves such development, improvement, training or informing in advance, for the sole purpose of delivering and improving the Enterprise Customer’s specific provision and use of the Services, by having its authorized person opt-in.
(c) Only retain Customer Data shared with Codium by Enterprises for up to 48 hours, unless a longer period is agreed between Codium and the Enterprise or is required under applicable law, and other than Usage Data and Aggregated Data. Upon request of Enterprise CodiumAI can reduce the 48 hours to zero hours.
3. For the avoidance of doubt, nothing in this Exhibit A shall detract from the provisions of Section 4.5 of these Terms.