TERMS OF SERVICE
Codacy services are operated and managed by Qamine Limited (hereinafter referred to as “Codacy”), a UK based company.
- Agreement shall mean this legally binding document, including any and all policies referred to herein as well as any Codacy’s operation rules.
- Customer shall mean the individual or corporation (including its End Users) that subscribes a paid plan available at the Website.
- Customer or User Data shall mean any data, with the exception of personal data, or information related and necessary for the provision of the Services by Codacy.
- End User shall mean the individuals that are part of the Customer’s Service Plan and are allowed to access and benefit from SaaS Services.
- Intellectual Property Rights shall mean all patents, copyright, moral rights, registered designs, registered and unregistered trademarks, trade secrets, know-how and confidential information.
- Other Services means all technical and non-technical services performed or delivered by Codacy under this SaaS Agreement, including, without limitation, implementation services and any other services excluding the SaaS Services and the Support Services.
- SaaS Services refer to the specific Codacy’s internet-accessible service available at the Website that provides use of Codacy’s code review software hosted by Codacy and made available to User and Customer over a network on a term-use basis.
- Services shall mean SaaS Services, Support and Maintenance Services and Other Services.
- Services Plan shall mean the subscription plans made available at Codacy’s Website.
- Software shall mean the object code version of any software to which Customer (or Use on an open source version) is provided access as part of the Services, including any updates or new versions.
- Subscription Term shall mean the period during which Customer will have online access and use of the Software through Codacy’s SaaS Services. The Subscription Term shall renew for successive Term periods as per Section 9.
- Support and Maintenance Services means the support and maintenance services provided by Codacy to Customer pursuant to this SaaS Agreement.
- Term shall mean the period agreed between the Parties to maintain a contractual relationship.
- User shall mean the individual or legal person that visits Codacy’s Website and uses the open source version of Codacy’s Software.
- Website refers to Codacy’s website located at codacy.com, and all content, services, and products provided by Codacy at or through the Website.
- SAAS SERVICES
- Codacy hereby grants Customer or User will receive a non-exclusive, non-assignable, right to access and use the SaaS Services solely for your internal business operations subject to the terms of this Terms of Service. For the avoidance of doubt, Customer shall during the Subscription Term input its proprietary computer code (the “Customer Code”) into the SaaS Services.
- Customer or User represents, covenants, and warrants that will use the Services only in compliance with Codacy’s authorized scope hereunder, standard published policies and all applicable laws and regulations. Although Codacy has no obligation to monitor Customer or User’s use of the Services, Codacy may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
- Customer or User acknowledges that this Agreement is a services agreement and Codacy will not be delivering copies of the Software to Customer as part of the SaaS Services.
- As part of the registration process, Customer or User shall use an independent third party application (the “Third Party Application”) to sign up for a Codacy account. Codacy reserves the right to refuse registration of Customer or User, or cancel accounts it deems inappropriate.
- Customer or User shall not, and shall not permit anyone to:
- copy or republish the SaaS Services or Software;
- use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties;
- modify or create derivative works based upon the SaaS Services;
- remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or remove any proprietary notices or labels;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law;
- access the SaaS Services in order to build a similar product or competitive product;
- distribute, market or otherwise make available the Services to, or perform the foregoing for, any non-User, whether by sublicense, transfer, assignment, license, deposit or otherwise.
- Customer or User shall be responsible for obtaining and maintaining any equipment and ancillary services (excluding the Codacy Third Party Application) needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer or User shall also be responsible for maintaining the security of the Equipment (excluding the security of the Services provided by Codacy), passwords and files, and for all uses of User or Customer account or the Equipment with or without Customer’s or User’s knowledge or consent.
- Customer or User shall not, and shall not permit anyone to:
- SUPPORT AND MAINTENANCE SERVICES
- Support and Maintenance Services are included in the SaaS Service subscription and entitles Customer to the following:
- Electronic support (email@example.com) in order to help Customer or User locate and correct problems with the Software.
- Bug fixes and code corrections to correct Software malfunctions in order to bring such Software into substantial conformity with the operating specifications.
- All extensions, enhancements and other changes that Codacy, at its sole discretion, makes or adds to the Software and which Codacy furnishes, without charge, to all other Customers of the SaaS Service.
- Support and Maintenance Services are included in the SaaS Service subscription and entitles Customer to the following:
- FEES AND PAYMENT
- Our pricing and payment terms are available at Codacy.com/pricing. If Customer agrees to subscribe to a plan subject to payment, such price (the “Fee”) will remain the Customer’s Fee for the duration of the Subscription Term, provided that Codacy may change the Fee at any time and such new fees shall become effective for any subsequent renewal of the Subscription Term. Subject to applicable law, Customer accept the new fees by continuing to use the Services after the price change takes effect. Codacy acknowledges and agrees that it shall notify the Customer in writing of any changes in the Fee.
- Codacy will immediately bill the Customer when the Customer upgrades from the free Service Plan to any paying Service Plan. In case the Customer changes from a monthly billing Service Plan to a yearly billing Service Plan, Codacy will bill the Customer for a full year at the next monthly billing date. If the Customer decides to upgrade to a higher Service Plan or increase the number of End Users in the Service Plan, Codacy will bill the Customer at the date of the upgrade or increase. Customer may change the Service Plan or increase the number of End Users at any time by going to the billing settings available on the “Plan and Billing” section on Services platform. If the Customer chooses to downgrade the Service Plan, the Customer acknowledges that it will lose access to content, features, or capacity of the previous Service Plan. The Customer may also reduce the number of End Users, or replace an End User in the Service Plan.
- For monthly or yearly payment plans, the Service Plan is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service (with the exception of the established in Clause 5.6.), downgrade refunds, or refunds for months unused with an open account; however, the Service Plan will remain active for the length of the paid billing period.
- By subscribing to a Service Plan, Customer gives Codacy full permission to charge the on-file credit card, or other approved methods of payment for fees that the Customer duly authorised. Customer is responsible for providing Codacy with a valid means of payment for paid accounts. User’s free Service Plans are not required to provide payment information.
- Customer is responsible for all fees, including taxes, associated with your use of the Service. By using the Services, the Customer agrees to pay Codacy any applicable taxes with your use of the Services by the Customer.
- In case Customer registers for a paid Service Plan, Customer may change his/her mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days starting from the day the Customer signs-up for the Service Plan (the “Cooling-off Period”).
- CONFIDENTIALITY AND PROPRIETARY RIGHTS
- During the term of this Terms of Services and for 5 (five) years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Terms of Service, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
- Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of these Terms of Services and the relationship of the parties, but agrees that the specific terms of these Terms of Services will be treated as Confidential Information; provided, however, that each party may disclose the terms of these Terms of Services to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
- Codacy shall have the right to collect and analyze Customer or User Data and Codacy will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Codacy offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
- INTELLECTUAL PROPERTY
Customer or User acknowledges and agrees that Codacy owns all Intellectual Property Rights in the Services including all modifications, improvements, upgrades and derivative works. Codacy acknowledges and agrees that Customer owns all Intellectual Property Rights in all materials including the Customer Code that it: (a) provides to Codacy; (b) inputs into the Services; and/or (c) uses as part of the Services (the “Customer Intellectual Property”). Codacy shall not use the Customer Intellectual Property for any purpose other than to provide the Services during the Subscription Term.
Nothing in this Agreement shall operate to transfer any Intellectual Property Rights owned by Codacy and/or the Customer prior to the date of this Agreement.
Customer shall not violate the Intellectual Property Rights of Codacy, nor assist or cause any third party to commit any such violation. Codacy warrants, undertakes and represents that the Services do not (as at commencement of the Subscription Term of this Agreement) and will not, throughout the Subscription Term, infringe and/or violate any third party’s Intellectual Property Rights.
- Codacy’s website may contain links to third party websites, advertisers, or other events or activities that are not owned or controlled by Codacy. Codacy does not endorse or assume any responsibility for any such third party sites, information, materials, products, or services. If User or Customer access any third party website, service, or content from Codacy’s website, User or Customer remain at their own risk and expressly accept that Codacy has no liability arising from your use of or access to any third party website, service, or content.
- In case of third party intellectual property rights’ infringement notification, Codacy may in its sole discretion remove any infringing content from the Service or Software, or take other steps that Codacy deems appropriate, without prior notification to the user or other party who supplied or posted that content.
- TERM AND TERMINATION
- The term of this Agreement shall begin on the subscription of any Service Plan and continues until all subscriptions hereunder have expired or have been terminated in accordance with this Agreement. The term of each Service Plan shall be specified by the Customer upon subscription. Subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.
- Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach or if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Either party may terminate this Agreement with immediate effect by providing written notice to the other party, if the other party breaches any provision of the General Data Protection Regulation (the “GDPR”) and any similar legislation.
- Codacy reserves the right to suspend delivery of the Services if Customer fails to timely pay any undisputed amounts due to Codacy under this SaaS Agreement, but only after Codacy notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that Codacy shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Services resulting from Customer’s nonpayment.
- Codacy may terminate the Agreement or suspend User and Customer’s access to the Service at any time, including in the event of User or Customer’s actual or suspected unauthorised use of the Service and/or Software, non-compliance with the Agreement, or if Codacy withdraw Services (in which case Codacy shall provide User and Customer’s reasonable notice in advance of doing so).
- In case of Agreement termination, User or Customer agrees that Codacy shall have no liability or responsibility to User or Customer, and Codacy will not refund any amounts that Customer has already paid, to the fullest extent permitted under applicable law.
- Upon termination of this Agreement, Codacy shall immediately cease providing the Services and all usage rights granted under this Agreement shall terminate.
- If Codacy terminates this Agreement due to a breach by Customer, the Customer shall immediately pay to Codacy all amounts then due under this Agreement and to become due during the remaining term of this Agreement, but for such termination. If Customer terminates this Agreement due to a breach by Codacy, then Codacy shall immediately repay to Customer all pre-paid amounts for any unperformed Services scheduled to be delivered after the termination date.
- Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.
- WARRANTY AND DISCLAIMER
Codacy shall use reasonable efforts in accordance with best and prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform Other Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance or updates required to reflect changes in relevant laws and regulatory requirements, either by Codacy or by third-party providers, or because of other causes beyond Codacy’s reasonable control, but Codacy shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
HOWEVER, CODACY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND CODACY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Codacy warrants, undertakes and represents that it has all rights, title and authority to enter into this Agreement and provide the Services to Customer.
Each party to this Agreement represents, warrants and undertakes to the other that it fully complies with and shall continue to comply with all applicable laws and regulations.
- LIMITATION OF LIABILITY
EACH PARTY’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED IN AGGREGATE THE FEES PAID BY CUSTOMER DURING THE SUBSCRIPTION TERM OF THIS AGREEMENT, PROVIDED THAT EACH PARTY SHALL HAVE NO LIABILITY FOR DAMAGES IN RESPECT OF ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA. THE LIMITATIONS SET OUT IN THIS CLAUSE SHALL NOT APPLY TO PERSONAL INJURY, INCLUDING DEATH, CAUSED BY EACH PARTY’S NEGLIGENCE AND FOR ANY MATTER BEYOND CODACY’S REASONABLE CONTROL.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Codacy’s prior written consent. Codacy may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User or Customer does not have any authority of any kind to bind Codacy in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.