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Terms of Service

Last revised on May, 2022

Please also note our Privacy Policy

Please read these Terms of Use carefully before using the service operated by Codiga and its affiliated products.

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

In the event you are entering into these Terms on behalf of any entity/company or its group, you have the requisite authority to bind such entities, companies or groups to these Terms.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

1. Definitions

"Account" means any account on the Service accessible through a unique user identifier and password. An account is intended to be granted to an individual.

"Affiliate" means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

"Codiga" shall mean the company XCoding Labs, Inc located in 3957 W 118th Pl, Westminster, CO80031, United States.

"Documentation" means the technical user documentation, if any, provided with the Services.

"Personal Information" means any information that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, including but not limited to: (i) Identifiers such as a real name, alias, postal address, unique personal identifier, online identifier Internet Protocol address, email address, account name, social security number, driver’s license number, government identification card number, passport number, or other similar identifiers; (ii) any patient, medical records or other protected or regulated health information; (iii) any financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under specific laws or regulations; or (iv) information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy or data security Law.

"Privacy Policy" means the privacy policy of Codiga available at https://www.codiga.io/privacy-policy/

"Subscription" means the subscriptions and their associated conditions and price made available by Codiga for the Service available at https://www.codiga.io/pricing/

"Terms", “Terms of Services” refers to this actual document.

"Laws" means all applicable local, state, federal, foreign and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.

"Service" means Codiga's proprietary software-as-a-service solution(s) for providing Code Analysis services and Coding Assistant suggestions. Service shall also include a) any corresponding SDKs, APIs, IDE integration plugins, documentation or software that may be made available by Codiga in connection with such Service; b) any onboarding assistance provided; c) any customization, white labeling, special features developed for the Customer, if any; and c) subsequent enhancements, updates and bug fixes to the foregoing made generally available by Codiga for no additional fee.

"Third-Party Services" means third-party services(s), application(s) or website(s) integrated with the Service.

"User" means a designated user within the Service, including account administrator or other designated user.

2. Communications

By creating an Account on our service, you agree to receive communication from Codiga including (but not limited to) newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

3. Purchases

If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use the payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

The service may employ the use of third party services for the purpose of facilitating payment and the completion of Subscriptions. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

4. Availability, Errors and Inaccuracies

We are constantly updating product and service offerings on the Service. Codiga is maintaining the service to be available consistently and continuously on a best effort basis. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

5. Contests and Promotions

Any contests or other promotions (collectively, "Promotions") made available through the Service may be governed by rules that are separate from these Terms & Conditions. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms and Conditions, the Promotion rules will apply.

6. Subscriptions

Some parts of the Service are billed on a subscription basis. You will be billed in advance on a recurring and periodic basis. Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription (annual vs. monthly billing).

Your subscription renews at the end of each Billing Cycle under the same condition you had or unless you or Codiga cancel it. You may cancel your Subscription renewal either through the Service or by contacting Codiga customer support team (support@codiga.io).

A valid payment method (credit card, bank transfer) is required to process the payment for your Subscription. You agree to provide Codiga complete and accurate billing information, including name, address, zipcode, city, state and country. By not terminating the subscription before the renewal, you authorize Codiga to charge all Subscription fees.

If automatic billing fail for any reason, Codiga will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. If payment is not received within a timely manner, Codiga reserves the right to cancel the subscription.

7. Free Trial

Codiga may, at its sole discretion, offer a Subscription with a free trial for a limited period of time. You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Codiga until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, Codiga reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

8. Fee Changes

Codiga, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Codiga will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

9. Refunds

Certain refund requests for Subscriptions may be considered by Codiga on a case-by-case basis and granted in sole discretion of Codiga.

10. Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.

By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. Codiga has the right but not the obligation to monitor and edit all Content provided by users.

In addition, Content found on or through this Service are the property of Codiga or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

10.1. Public Content

You agree that any and all public content, including without limitation any and all text, graphics, logos, tools, photographs, images, illustrations, software or source code, audio and video, animations, and product feedback (collectively, “Content”) that you provide to Codiga, is perpetually and irrevocably licensed to Codiga on a worldwide, royalty-free, non-exclusive basis pursuant to Creative Commons licensing terms (CC BY-SA 4.0). You grant Codiga the perpetual and irrevocable right and license to access, use, process, copy, distribute, export, display and to commercially exploit such Content, even if such Content has been contributed and subsequently removed by you as reasonably necessary to, for example (without limitation):

  • Provide, maintain, and update our website and products
  • Process lawful requests from law enforcement agencies and government agencies
  • Prevent and address security incidents and data security features, support features, and to provide technical assistance as it may be required
  • Aggregate data to provide product optimization

This means that you cannot revoke permission for Codiga to publish, distribute, store and use such content and to allow others to have derivative rights to publish, distribute, store and use such content. You should be aware that all Public Content you contribute is available for public copy and redistribution, and all such Public Content must have appropriate attribution.

As stated above, by agreeing to these Terms you also agree to be bound by the terms and conditions of the Acceptable Use Policy incorporated herein, and hereby acknowledge and agree that any and all Public Content you provide to Codiga is governed by the Acceptable Use Policy.

11. Accounts

11.1 Accuracy

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

11.2. Access

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

11.3. Restrictions

You will not rent, lease or provide access to or sublicense the Service for a Third party other than the permitted users.

You will not (a) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly required by applicable law (and then only upon advance notice to Codiga); (b) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (c) remove or obscure any proprietary or other notices contained in the Services (including any reports or data printed from the Services); or (d) publicly disseminate information regarding the performance of the Services.

12. Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights ("Infringement") of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to support@codiga.io, with the subject line: "Copyright Infringement" and include in your claim a detailed description of the alleged Infringement as detailed below, under "DMCA Notice and Procedure for Copyright Infringement Claims".

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.

13. DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
  • a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  • identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our Copyright Agent via email at support@codiga.io.

14. Intellectual Property

The Service and its original content (excluding Content provided by users such as Code Snippets, Cookbooks and Analysis Projects), features and functionality are and will remain the exclusive property of Codiga and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Codiga.

15. Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by Codiga. Codiga has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Codiga shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

16. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

If Codiga terminates your account, you will receive a refund the pro-rated amount of the unused subscription fee.

If you terminate your account, you must explicitly cancel the subscription, but will not be refunded for the unused portion of the subscription.

17. Indemnification

You agree to defend, indemnify and hold harmless Codiga and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content you have posted on the Service.

18. Limitation Of Liability

In no event shall Codiga, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any direct, indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

19. Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Codiga, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

20. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

21. Governing Law

These Terms shall be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement

22. Changes to these Terms of Service

Codiga may change these Terms of Service at any time, upon 30 days prior written notice. The changed Terms of Service shall apply to any new Agreements entered into after the effective date of the change. As regards Subscriptions, the changed Terms of Service shall apply from the beginning of a renewed subscription term, provided that Codiga has notified the Customer of the changed Terms of Service no less than 30 days prior to the renewal of the Subscription. If the Customer does not agree to the amendment, it may terminate the affected Agreement by providing written notice to Codiga prior to the effective date of the change (unless Codiga decides to cancel the respective amendment before such effective date, in which case no termination right exists). Otherwise, the Agreement may be modified only by an express written agreement executed by authorized representatives of each party.

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