PLEASE READ THE FOLLOWING TERMS OF SERVICE (“TOS”), WHICH ALONG WITH ANY APPLICABLE ORDER AND ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE “AGREEMENT”) CONSTITUTE THE AGREEMENT BETWEEN THE ENTITY SUBSCRIBING TO USE THE SERVICES (“YOU” or “CLIENT”), AND CODIAC.IO AND ITS SUBSIDIARIES (“CODIAC”). BY EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING, OR SUBSCRIBING TO USE THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
“Affiliate” means any entity that directly or indirectly is controlled by, controls, or is under common control with a Party.
“Authorized User(s)” means any employee or contractor (including any third-party service provider) of Client for whom Client has created an account to access and use the Software.
“Client Data” means any and all data entered into the Software by Client or an Authorized User, or by Codiac.io upon Client’s or an Authorized User’s request or that or is otherwise accessed, processed or collected by Codiac.io on behalf of Client in connection with providing the Services.
Subject to the terms and conditions of this Agreement, Codiac.io grants to Client and its Affiliates, a limited, non-exclusive, non-transferable, worldwide license during the term of this Agreement, without the right to sublicense, solely for Client’s and such Affiliates’ internal business purposes and in accordance with the limitations set forth in the Order, to access, use, perform, and digitally display the Software.
Client will pay Codiac.io the license fees set forth in the Order (“License Fees”). Codiac.io or its partners may provide consulting or other professional services to Client upon request and agreement of the parties. All Fees will be due and payable within 30 days of receipt of the applicable invoice issued by Codiac.io.
“Confidential Information” means all confidential information disclosed by Codiac.io or Client to the other party, that is marked in writing as “confidential” or by a similar designation or that otherwise should be considered confidential information based on the nature of the information and circumstances of disclosure.
This Agreement will continue during the period set forth on the Order. Either party may terminate this Agreement if the other party commits a material breach and fails to remedy the breach within thirty (30) days after receiving written notice of the breach from the non-breaching party.
Codiac.io warrants to Client that the Software will operate in accordance with the Documentation. The foregoing warranty shall not apply to performance issues caused by factors outside of Codiac.io’s reasonable control.
Codiac.io agrees to defend Client against any third-party suits alleging that the Services infringe any third-party intellectual property rights and to indemnify Client for all penalties, losses, liabilities, and costs.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Client grants Codiac.io a non-exclusive, worldwide, royalty-free and fully paid license to use the Client Data as necessary for purposes of providing the Services and enabling the operation of the Software.
This Agreement represents the entire agreement concerning the Services between the parties and supersedes any prior proposal, representation, or understanding between the parties.