Last Revised: (December 14, 2022)
[CODIUM ENTITY] (“WE”, “OUR”, “US” OR “CODIUM”) WELCOMES YOU (“CUSTOMER”) TO OUR PLATFORM AVAILABLE AT [WWW.CODIUM.AI] (THE “WEBSITE”). THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”) STIPULATE THE TERMS AND CONDITIONS OF YOUR USE OF THE PLATFORM. THE PLATFORM IS PROVIDED SOLELY FOR YOUR BUSINESS’ OWN USE. BY ACCEPTING THESE TERMS ELECTRONICALLY BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY ACCESSING OR USING OUR PLATFORM, YOU AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “YOU” OR “CUSTOMER” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE LEGAL ENTITY THAT YOU REPRESENT DOES NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS OR USE THE PLATFORM.
1. Services; License
1. Customer must register and establish an account on the Service in order to use the Service (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 code mapping and analyzing services (“Services“) through its proprietary technology as hosted on a third-party cloud service (the “Platform“).
2. You may register an Account by logging into your account with certain third-party service accounts (“SSO”) including, but not limited to, Google (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.
3. You acknowledge that certain software components of the Services may be covered by open-source 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 this Terms, such restrictions will not apply to such Open-Source Components.
4. 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 available thereon (the “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 Content for any commercial purposes; (c) use the Website, the Services, the Platform or the 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.
5. 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 its intellectual property rights associated with, arising out of or integral to the Platform, may result in immediate suspension of your access to the Services. You agree to notify us immediately if you become aware of any unauthorized use of the Services. You are responsible for any and all actions taken through use of your accounts and passwords.
2. Representations and Warranties
3. Intellectual Property Rights
1. All intellectual property rights in the Platform, Services and any part thereof, including any and all derivatives, changes and improvements thereof 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; (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 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.
2. Customer hereby grants to Codium a non-exclusive, royalty-free, time limited, worldwide license to use all data provided to Codium in connection with these Terms, to permit Codium to perform the Services to Customer as set forth in these Terms, all subject to Codium compliance with applicable law and privacy regulations.
1. 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.
2. 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. The confidentiality obligations hereunder shall expire three years from the date of termination or expiration of these Terms and shall supersede any previous confidentiality undertakings between the parties.
5. Disclaimer; Limitation of Liability
1. CODIUM PROVIDES THE PLATFORM AND SERVICES TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND CODIUM EXPRESSLY DISCLAIMS ALL WARRANTIES – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF PROVIDERABILITY, 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.
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 AN AMOUNT OF US$100.00. 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 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. Term; Termination
1. Subject to this Section 6, these Terms will remain in full force and effect while you use the Platform or Services (the “Term“). 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.
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 Content 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 Content. 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.
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 facsimile or 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 facsimile or 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, with Customer’s prior approval, issue publicity or general marketing communications concerning its involvement with the Customer. In addition, Codium may use Customer’s logo in publications of Codium’s customers.
To the extent You provide us any feedback, comments or suggestions (“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.
10. Changes to the Terms
These Terms 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. Your continued use of our Website, the Platform, the 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 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 is 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.