Qodo

" Notwithstanding anything to the contrary under these Terms or their schedules, Qodo reserves the right to monitor the performance and use of the Website and Platform by Customers and collect data in connection therewith (the “ Usage Data “). Qodo 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 Qodo 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."

" Subject to this Section ‎9  and to any specific subscription terms set out in your subscription plan and/or on the Website, 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, your Account and your subscription to the Services, at any time for any reason at our sole discretion, including for any use of the Website or Services in violation of these Terms, provided that , in the event we terminate your Account or subscription not due to Your breach or a breach by Your Users, we will refund you pro-rated and unused portion of any prepaid Fees for Services that were not rendered."

" Notwithstanding the foregoing, any price updates made unilaterally by Qodo will only apply following the commencement of Customer’s next billing cycle, as set out in your subscription plan with Qodo (for example, if Customer subscribed to a monthly plan, the price update will commence on the month following the one in which the update is made)."

" You must not misuse the Services. Without detracting from the generality of the foregoing, except as otherwise expressly permitted in these Terms or by Us in writing, with respect to the Website, the Services, the Platform or any content and documentation made available by Qodo on the Website, Platform or other mediums in connection with the aforementioned (the “ Qodo Content “) , andyou must not, nor attempt, assist or permit anyone else to (a) make available or use the Qodo Content 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 Qodo Content for any commercial purposes; (c) use the Website, the Services, the Platform or the Qodo 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 Personal Data (as defined below) without their express consent or other legal basis; (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 malicious or harmful 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) tamper with, 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 (other than Output), translate, port, reverse engineer, decompile, or disassemble the Website, the"

" IN NO EVENT WILL QODO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, TO THE SERVICES OR TO THE PLATFORM EXCEED THE FEES PAID OR PAYABLE BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM. 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 THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. "

" 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. Qodo may freely assign these Terms and its rights and obligations under these Terms upon written notice to Customer (including by a Website or in-Platform notice). "

" If You subscribed to Qodo under the Enterprise subscription plan and above or entered into an offline order form with Qodo, these Terms will not apply to such use which will instead be governed by the Qodo Business Terms of Service available at https://qodo.ai/business-terms-of-service . Alternately, if you are a user of Qodo’s foundational code embedding AI models (the “ Qodo Models “), then your use of the Qodo Models shall be governed by our OpenRAIL++-m based license available at https://www.qodo.ai/open-rail-m-license/ (to the extent you use Qodo Embed Lite) or by the Qodo Model Terms of Service available at https://www.qodo.ai/qodo-model-terms-of-service/ (to the extent you use Qodo Embed Medium). "

" Certain Services shall be made available to you free of charge (subject to Qodo’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 or subscription plan of such Services."

" In accordance with your chosen subscription plan or as set out in the Order, as applicable, use of the Services is subject to usage limitations, such as limitations on the maximum number of Authorized Users. Exceeding the limitations may incur excess charges, which we will communicate to you under the terms of the Order or your subscription plan. Customer shall pay such charges accordingly in consideration of Qodo’s permission to exceed such usage limitations, which is conditioned on such payments."

" 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 Qodo through the Service; or (ii) allowing Qodo 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 Qodo and/or grant Qodo 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 Qodo to pay any fees or making Qodo subject to any usage limitations imposed by such third-party service providers."

" Your continued use of our Website, the Platform, the Qodo 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 (and any schedule thereof or document or policy incorporated herein, subject to their specific amendment terms) and the scope, price and specifics of the Services may be subject to periodical modifications, revisions or amendments, 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. "

" 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 Qodo’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."

" QODO PROVIDES THE WEBSITE, PLATFORM, QODO CONTENT AND SERVICES (INCLUDING THE OUTPUT GENERATED THROUGH THE SERVICES) TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND QODO EXPRESSLY DISCLAIMS ALL WARRANTIES – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. QODO 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."

" You will indemnify, defend, and hold harmless Qodo, its Affiliates, and their respective shareholders, 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 arising out of or alleging that the Customer Data, Input, Output or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or a third party’s privacy rights."

" 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. "

"As part of Your use of the Services, Qodo may provide You with various enabled features and functionalities which involve and require integrations with third parties, including third party AI foundation models used to generate Output in conjunction with the Services. Such third party services are beyond Qodo’s control and Customer’s use of such third party providers will be done pursuant to  such third party providers’ own agreements, terms and conditions, privacy and other policies. Customer acknowledges and agrees that the operation of the third party services may impact, or be impacted by, the use and reliability of the Services. Customer’s interaction and use of such third party services in connection with the Services does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Qodo, or by such third party of Qodo, and nor any affiliation between them. Qodo does not assume any responsibility or liability for any third party services (including any third party AI foundation models), or any third party’s terms of use, privacy policies, actions, omissions, or practices. Similarly, the Website may contain links to websites or pages that are not maintained by Qodo. Links to third party websites are provided for your convenience and information only. Such third party websites are not under the Company’s control and the Company is not responsible for nor does it endorse the content or accuracy of those sites or the products or services offered on or through them. "

" If you are located outside North America, then 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, provided that if are located in North America, then these Terms shall instead be governed by the laws of the State of New York, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be subject to the exclusive venue and personal jurisdiction of the courts located in the State of New York. The United Nations Convention on Contracts for the International Sale of Goods will not apply."