TERMS of SERVICE

Updated June 30, 2023

These Codacy Terms of Service (this “Agreement”) are entered into by and between you, as a Customer or a User, and Codacy Inc., a US-based company (hereinafter referred to as “Codacy”). This Agreement governs the subscription for the Software, and your access to and use of the Software (as defined below).

PLEASE READ THE AGREEMENT CAREFULLY BEFORE YOU START TO USE THE SOFTWARE. BY USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT. DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE ANY OF THE SOFTWARE IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR IF YOU ARE NOT AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF CUSTOMER.

1. DEFINITIONS

• Confidential Information shall mean non-public information that either party may obtain from the other or have access to by virtue of this Agreement, including, but not limited to, each party’s data and each party’s proprietary software and the computer operations, code, inventions, algorithms, business concepts, workflow, marketing, financial, business, and technical information, the terms and pricing under this Agreement, authentication credentials associated with the use of the Software, Personal Data, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.
• Customershall mean the individual or corporation (including its End Users) that agrees to the terms of this Agreement as Customer.
• End Usershall mean the individuals who are part of the Customer's Service Plan, and are allowed to access and benefit from SaaS Services.
• Intellectual Property shall mean any patents, patents rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks, and other intellectual property embodied in the foregoing, and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.
• Other Services means all technical and non-technical services performed or delivered by Codacy under this Agreement, including, without limitation, implementation services and any other services excluding the SaaS Services and the Support and Maintenance Services.
• Personal Data shall mean as described in the applicable data protection laws and shall include, without limitation, any data or information that relates to an identified or identifiable natural person.
• SaaS Services refer to the specific Codacy's internet-accessible services available at the Website that provides use of Codacy's 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 on Codacy's Website.
• Software shall mean the object code version of any software to which Customer (or User 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. 
• 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.
• Third-Party Application shall mean the applications for End-Users authentication to sign up on the Software, namely, GitHub, Bitbucket, GitLab, or via End-User’s Google account.
• Usage Data shall mean technical data generated by the Software or by Codacy related to the use, performance, configuration, and environment of the Software.
• 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, its subdomains, and all content, services, and products provided by Codacy at or through the Website.

2. SAAS SERVICES

• 2.1. Codacy hereby grants to the Customer or User a non-exclusive, non-assignable, right to access and use the SaaS Services solely for its internal business operations subject to the terms of this Agreement. For the avoidance of doubt, Customer shall during the Subscription Term input its proprietary computer code (the “Customer Code”) into the SaaS Services.


• 2.2. Customer or User represents, covenants, and warrants that will use the Services only in compliance with Codacy's authorized scope hereunder, standard Codacy-published policies (which may be updated from time to time), and all applicable laws and regulations. Although Codacy reserves the right to monitor Customer or User's use of the Services, and prohibits any use of the Services it believes may be (or alleged to be) in violation of this Agreement.


• 2.3. Customer or User hereby 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.


• 2.4. As part of the registration process, the Customer or User shall use the Third Party Application to sign up for a Codacy account. Codacy reserves the right at its sole discretion to refuse registration of Customer or User, or cancel accounts it deems inappropriate.

3. RESTRICTIONS OF USE

• 3.1. Unless otherwise authorized under this Agreement or with Codacy’s prior consent, Customer or User shall not, and shall not permit any third party  to:
• sell, rent, license, sublicense, distribute, pledge, assign, or otherwise transfer in whole or in part of the Software or any interest in them to another party;
• 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, translate, adapt, or create derivative works based on the Software;
• remove, modify, or obscure any copyright, trademark, or other Codacy proprietary notices rights contained in the Software;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except and only to the extent such activity is expressly permitted by applicable law;
• access the Software in order to build or operate a similar or competitive product;
• use the Software in any way that violates applicable law or the terms and conditions of this Agreement.


• 3.2. 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 Software, 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 Software 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.

4. SUPPORT AND MAINTENANCE SERVICES

• Support and Maintenance Services are included in the SaaS Service subscription and entitles Customer to the following:

1. Electronic support (support@codacy.com) in order to help Customer or User locate and correct problems with the Software.
2. Bug fixes and code corrections to correct Software malfunctions, but only to the extent reproducible by Codacy, in order to bring such Software into substantial conformity with the operating specifications.
3. 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.

5. FEES AND PAYMENT 

• 5.1. 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, Customers 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 within a reasonable period in writing of any changes in the Fee.


• 5.2. 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.


• 5.3. For codacy.com/pricing Service Plans: 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. Customers may change the Service Plan, increase or reduce the number of End Users, and replace an End User in the Service Plan at any time by going to the billing settings available on the “Plan and Billing” section on Services platform. Codacy reserves the right to bill for any excessive usage within the current billing period, as indicated on the pricing page.


• 5.4. For Pulse Service Plans: Codacy will automatically increase or reduce the number of End Users in the Service plan, based on the number of active End Users in the Service Plan during the Subscription Term, which Codacy will bill at the end of the next monthly billing date. If the Customer decides to upgrade to a higher Service Plan, Codacy will bill the Customer at the date of the upgrade. Customers may change the Service Plan at any time by going to the billing settings available on the “Plan and Billing” section on Services platform.


• 5.5. 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.


• 5.6. 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 Section 5.9.), 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.


• 5.7. 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.


• 5.8. Customer is responsible for all fees, including taxes, associated with its use of the Service. By using the Services, the Customer agrees to pay Codacy any applicable taxes with its use of the Services by the Customer.


• 5.9. In case Customer registers for a paid Service Plan, Customer may change his/her mind for any or no reason within fourteen (14) days starting from the day the Customer signs-up for the Service Plan (the “Trial Period”).

6.CONFIDENTIAL INFORMATION

• 6.1. During the term of this Agreement and for 5 (five) years following its termination (perpetually in the case of software and trade secrets), each party shall hold in confidence and not use for any purposes unrelated to this Agreement or disclose to any third party (except the party’s employees, agents or contractors who have a need to know and who are subject to confidentiality obligations at least as restrictive as those in this Agreement) any Confidential Information of the other Party. Each Party agrees to take all reasonable steps to ensure that the Confidential Infomation is not disclosed or distributed by its employees, contractors, or agents in violation of this Agreement.


• 6.2. Either party may disclose Confidential Information of the other party:
1. in response to a valid order or request by a court or other governmental or regulatory body;
2. as otherwise required by law;
3. as necessary to establish the rights of either party under this Agreement.


4. The party seeking to disclose information will promptly give notice to the other party and allow the other party to object or to seek a protective order to the extent permitted by the applicable.


5. 6.3. The parties shall not be obligated under this section 6 with respect to Confidential Information that: 
6. is or becomes a part of the public domain through no act or omission of the receiving party; 
7. was in the receiving party’s lawful possession without restriction prior to the disclosure and had not been obtained by the receiving party either classectly or inclassectly from the disclosing party;
8. is lawfully disclosed to the receiving party by a third party without the restriction of the disclosure;
9. is independently developed by the receiving party without access to the Confidential Information.


10. 6.4. Except as otherwise authorized or required in furtherance of the purposes of this Agreement, promptly upon a request by the disclosing party, the receiving party will, at its option, either destroy and certify destruction in writing or return to the disclosing party all Confidential Information and all documents or media containing any such Confidential Information and all copies or extracts thereof provided that the receiving party shall be permitted to retain copies of any computer records and files containing any Confidential Information which have been created pursuant to automatic archiving and back-up procedures, or retain a back-up copy of such Confidential Information as required by law, rule, regulation or internal compliance policies, in which cases such Confidential Information shall continue to be subject to confidentiality obligations even after termination of this Agreement.


11. 6.5. Codacy shall have the right to collect and analyze Usage Data and Codacy will be free (during and after the term hereof) to, to the extent and manner permitted under applicable law (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. The confidentiality obligation set forth in this Section 7 shall apply to the collection and use of such data.

7. INTELLECTUAL PROPERTY

• 7.1. All Intellectual Property Rights in and to the Software are owned by Codacy. Customer shall not acquire any proprietary right, title, or interest in or to any Intellectual Property Rights in the Software. All rights not expressly granted by Codacy in this Agreement are reserved. 


• 7.2 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 Software; 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.


• 7.3. 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.


• 7.4. 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 Software 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. Customer's sole remedy for violation of the Customer's use of the Software violating any third party's Intellectual Property Rights is provided in Section 7.3 herein.


• 7.5. Codacy at its expense and in its sole discretion will defend a third-party action, suit, or proceeding against the Customer (“Claim”) to the extent such Claim is based upon an allegation that its use of the Services during the Term infringes a valid U.S. patent or copyright. Codacy will indemnify Customer for any judgments, settlements, and reasonable attorney's fees resulting from a Claim as provided in this Section 7.5. Codacy's obligations under this Section 7.5 are conditioned on the following: (i) Customer promptly notifies Codacy of the Claim in writing upon Customer being made aware of the Claim; (ii) Customer gives Codacy sole authority and control of the defense or settlement of the Claim; and (iii) Customer provides all information and assistance requested by Codacy to handle the defense or settlement of the Claim. The Customer shall give such assistance and information as Codacy may reasonably require in connection with the investigation, defense, or settlement of such Infringement Claim.


• 7.6. If Customer's use of the Software becomes the subject of a Claim, or if Codacy reasonably believes the use of such Software may become the subject of a Claim, Codacy may at its sole option and expense: (a) procure for the Customer the right to continue Use of the Services or the allegedly infringing part thereof; (b) modify the Software or the allegedly infringing part thereof, or replace the Softwareso the Software or part thereof as so modified, amended or replaced has substantially the same or better capabilities as the original Software or part thereof; or (c) if neither of the foregoing solutions is commercially practicable, Codacy may terminate this Agreement with respect to the allegedly infringing part of the Services and refund a prorated amount of Fees paid by the Customer to Codacy for the time period for which Customer had access to the Services prior to such termination. Codacy shall have no defense or indemnity obligation for any Claim to the extent the alleged infringement arises as a result of or is based upon Customer's access and/or use of the Software in a manner not included in the Codacy-provided documentation or instructions or otherwise authorized by Codacy in writing. THIS SECTION 7.6 STATES CODACY'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PARTY.


• 7.7 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 websites, 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.

8. CUSTOMER REFERENCE

• 8.1. Customer grants Codacy a non-exclusive, worldwide, royalty-free license to use, reproduce, and display the Customer logos in electronic form via the Internet and third-party networks for marketing and corporate communication. All such uses will be in compliance with Customer's written trademark guidelines as provided by Customer to Codacy, if applicable, upon signature of the agreement.


• 8.2. Codacy agrees that it will not in any way suggest or imply by the use of the Customer logos that Codacy is affiliated with, endorsed or sponsored by or created in association with Customer except as agreed by Customer. Codacy acknowledges that Customer owns all rights, titles, and interests and to the Customer Logos. Codacy agrees not to do anything inconsistent with such ownership, and all uses of the Customer Logos will inure to the benefit of Customer.


• 8.3. Customer shall provide Codacy with reasonable prior notice of any significant enhancements that generally affect the appearance, updating, delivery, or other elements of the Customer logos, and shall make such enhancements available to Codacy upon commercially reasonable terms.


• 8.4. Codacy agrees to (i) comply with all legal requirements in connection with the use of the Customer logos; (ii) not to sublicense, assign, transfer, pledge, offer as security, or otherwise encumber the Customer logos or any of the rights granted in this agreement in any way other than as expressly provided in the agreement; (iii) not to use any of the Customer logos in any manner or for any purpose in violation of the terms of this agreement; (iv) not to challenge the title or any other rights of Customer or its licensors, (v) not contest the validity of the copyrights or other proprietary interests in and to the Customer logos or (vi) claim any right, title or interest in or to the Customer logos or any parts or derivatives or variations.

9. PRIVACY AND DATA PROTECTION

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• 9.1. Codacy has access to Personal Data through the execution of this Agreement, and it shall act as data controller for the processing thereof, as it determines the purposes and means of the processing of Personal Data. Codacy shall process any Personal Data at all times in full compliance with the applicable data protection laws (in particular, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data).


• 9.2. Codacy shall take appropriate technical and organizational measures to ensure an adequate level of data protection for the processing, integrity, confidentiality, and security of the Personal Data within the scope of this Agreement. 


• 9.3. Customer acknowledges and agrees that act as a data controller and shall comply with all applicable data protection laws. Customer will process Personal Data from its End-Users and will comply with their respective obligations as required under applicable data protection laws, using appropriate technical and organizational measures for the processing.


• 9.4. The parties shall cooperate in order to enable one another to fulfill legal obligations arising under applicable data protection laws within the scope of this Agreement. 


• 9.5. Codacy's Privacy Policy, accessible at codacy.com/privacy describes how Codacy handles the information User or Customer provide when accessing and using Codacy's Services and Software.


• For the avoidance of doubt, the Software is not intended to assess or test the performance of individual Customer employees. Instead, the Software quantifies the quality of the Customer’s Code and development team practices using measures in accordance with the industry standards.

10. TERM AND TERMINATION

• 10.1. The term of this Agreement commences on the Effective Date and continues in force until all Subscriptions executed in accordance with this Agreement have expired or been terminated. 


• 10.2. 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 thirty (30) days before the end of the relevant Subscription Term.


• 10.3. 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 written notice of such breach. Either party may terminate this Agreement with immediate effect by providing written notice to the other party, if the other party breaches any laws relating to privacy and data security. 
• 10.4. Either party may terminate this Agreement 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. 


• 10.5. Codacy reserves the right to suspend delivery of the Services if Customer fails to timely pay any undisputed amounts due to Codacy under this 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 the suspension of the Services resulting from Customer's non-payment.


• 10.6. Codacy may terminate the Agreement or suspend User and Customer's access to the Softwareat any time, including in the event of User or Customer's actual or suspected unauthorized use of the Software, non-compliance with the Agreement, or if Codacy withdraws the Subscription (in which case Codacy shall provide User and Customer's reasonable notice in advance of doing so).


• 10.7. 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.


• 10.8. Upon termination of this Agreement, Codacy shall immediately cease providing the Software, and all usage rights granted under this Agreement shall terminate.


• 10.9. 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.


• 10.10. 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.

11. WARRANTY AND DISCLAIMER

• 11.1. Codacy shall use reasonable efforts in accordance with best and prevailing industry standards to maintain the Software in a manner that minimizes errors and interruptions in the Software 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.


• 11.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE, SUPPORT,AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND CODACY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE REGARDING OR RELATING TO THE SERVICES, OR ANY MATERIALS OR SOFTWARE FURNISHED OR PROVIDED TO THE CUSTOMER UNDER THIS AGREEMENT. CODACY DOES NOT WARRANT THAT THE CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED, THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE, OR THAT THE SERVICES WILL SUFFICIENTLY MEET THE CUSTOMER'S REQUIREMENTS. FURTHER, CODACY IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE, OR DAMAGE OF THE SERVICES BY PARTIES OTHER THAN THE CUSTOMER. CODACY DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO NON- CODACY PRODUCTS AND SHALL HAVE NO LIABILITY UNDER ANY WARRANTY IF THE CUSTOMER'S USE OF THE SERVICES IS NOT IN ACCORDANCE WITH THE TERMS AND CONDITIONS IN THIS AGREEMENT.

12. LIMITATION OF LIABILITY

• IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INclassECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT SOFTWARE OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE LIMITATIONS SET OUT IN THIS CLAUSE SHALL NOT APPLY TO PERSONAL INJURY, INCLUDING DEATH, CAUSED BY EACH PARTY'S NEGLIGENCE. IN NO EVENT WILL EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED IN AGGREGATE THE FEES PAID BY CUSTOMER DURING THE SUBSCRIPTION TERM OF THIS AGREEMENT.

INDEMNIFICATION

• The Customer shall indemnify, defend and hold Codacy and its classectors, officers, employees, agents, successors and permitted assigns (“Codacy Indemnitees”), harmless, at the Customer's own expense, from any and all losses, damages, liabilities, costs (including attorneys' fee) (collectively, “Losses”) asserted or claimed against Codacy Indemnitees by any third-party that arises out of the Customer's use of the Services in a manner that violates the terms of this Agreement. Codacy shall notify the Customer promptly in writing of any such claims and agrees to cooperate with the Customer in the defense and settlement of any such claims as reasonably requested by the Customer at the Customer's expense. Codacy's failure to provide written notice to the Customer shall not affect the Customer's indemnification obligations hereunder except to the extent that the Customer is materially prejudiced thereby. Notwithstanding anything to the contrary in this Section 13, Codacy may select its own legal counsel to represent its interests, and the Customer shall: (a) reimburse Codacy Indemnitees for its costs and attorneys' fees immediately upon request as they are incurred; and (b) remain responsible to Codacy Indemnitees for any Losses indemnified under this Section 13.

14. EQUITABLE RELIEF

• A breach of any provision of this Agreement may cause Codacy irreparable injury and damage, and therefore the Customer may be enjoined through injunctive proceedings, in addition to any other rights or remedies which may be available to Codacy, at law or in equity.

15. MISCELLANEOUS

• 15.1. 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. 
• 15.2. 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. 


• 15.3. 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. 


• 15.4. 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. 


• 15.5. All notices under this Agreement will be in writing and will be deemed to have been duly given when received: i) if provided to Codacy, by e-mail to legal@codacy.com, or if provided to Customer, to the e-mail address of the Customer provided in the Quote/Order; ii) by registered mail; or iii) by overnight courier with proof of signature upon delivery. Unless otherwise provided in this Agreement, all notices will be deemed effective on the date of receipt if delivered by registered mail and at 9.00 am of the next business day after the date of the transmission by e-mail. Either party may change the address to which notices shall be sent by giving notice to the other party in the manner provided in this Section 15.5.  


• 15.6. The parties agree that, in connection with the performance of this Agreement, each party shall comply with all laws applicable to such party’s respective performance under this Agreement, including without limitation all applicable anti-corruption laws and data protection and data privacy laws.


• 15.6. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or that would require or permit the application of the laws of any jurisdiction other than those of the State of New York and each party agrees to submit to the exclusive jurisdiction and venue in the applicable federal courts of the United States or the courts of the State of New York in each case located in the City of New York and the County of New York.