Last Updated Date: 5-25-2023
CodeLock, Inc. (“CodeLock”, “we”, “our”, “us”) offers software security solutions, including proprietary software that incorporates a network of security sensors into a customer’s codebase and systems and monitors security threats to a Customer’s codebase (“Software”).
BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, YOU REPRESENT THAT
PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.
1. USE OF THE SERVICES. The Services, and the information and content available on the Services are protected by copyright laws throughout the world. Unless otherwise specified by CodeLock in a separate license, your right to use any and all of the Services is subject to the Agreement.
1.1 Updates. You understand that the Services are evolving. As a result, CodeLock may require you to accept updates to the Services. You acknowledge and agree that CodeLock may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.
1.3 Enterprise Agreement. If your Enterprise has entered into an Enterprise Agreement to provide you with access to the Software or certain features of the Services, you acknowledge that your rights to access such features are subject to the terms of the Enterprise Agreement. If the Enterprise Agreement is terminated, or if you are no longer authorized by your Enterprise to access the Services, you acknowledge that you will no longer have a right to access the Software or such features.
1.4 Open Source Software. Certain items of software may be provided to you with the Services and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.
2. REGISTRATION. If your Enterprise has entered into an Enterprise Agreement providing you with the right to access certain features of the Services or Software, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Services (“Account”). In registering an account on the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the registration form and required by us or your Enterprise to authenticate your identity to access the Services (the “Registration Data”). You agree that the Company has the right to use, store, copy, retain and otherwise process the Registration Data for the purposes of maintaining your Account and access to the Services. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify CodeLock immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, CodeLock has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account or use the Services if you have been previously removed or banned by CodeLock.
3. INTELLECTUAL PROPERTY.
3.1 Ownership. You agree that CodeLock and its suppliers own all rights, title and interest in the Services, including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, Company software (including the Software) and the trade names, graphics, logos, and service marks (“Marks”) of CodeLock. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services. Company’s Marks may not be used without permission in connection with your, or any third-party, products or services. Other Marks that may appear on or in the Services are the property of their respective owners.
3.2 Feedback. You agree that submission of any ideas, suggestions, and/or feedback to CodeLock (“Feedback”) is at your own risk and that we have no obligations with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to CodeLock a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to exploit in any manner, any and all Feedback.
4. INDEMNIFICATION. You agree to indemnify and hold CodeLock, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (collectively, the “CodeLock Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your use of, or inability to use, the Services; (b) your violation of the Agreement; (c) your violation of any applicable laws, rules or regulations; or (d) any claims involving the use or operation of the Services, including any privacy claims related to the security sensor technology. CodeLock reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CodeLock in asserting any available defenses. The provisions in this section will survive any termination of the Agreement and/or your access to the Services.
5. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. CODELOCK PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. CODELOCK PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF CODELOCK PROPERTIES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH CODELOCK PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS CODELOCK PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
6. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL CODELOCK PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF PRODUCTION OR USE, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR LOSS OF DATA OR CONTENT, IN EACH CASE WHETHER OR NOT CODELOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. TO THE FULLEST EXTENT PROVIDED BY LAW, CODELOCK PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (A) $100; OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CODELOCK AND YOU. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
7. TERM AND TERMINATION.
7.1 Term. The Agreement commences on the earlier to occur of (a) the date you first used the Services, or (b) the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
7.2 Termination of Services by CodeLock. If you have materially breached any provision of the Agreement, or if CodeLock is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), CodeLock has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in CodeLock’s sole discretion and that CodeLock shall not be liable to you or any third party for any termination of your Account. CodeLock may also terminate this Agreement for convenience on thirty (30) days’ prior written notice to you.
7.3 Termination of Services by You. If you want to terminate the Services provided by CodeLock, you may do so by (a) notifying us at any time, and (b) closing your Account.
7.4 Effect of Termination. Termination of the Services includes removal of access to, and barring of further use of, the Services, and the deletion of your password and your Account. CodeLock will not have any liability whatsoever to you for any suspension or termination. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification, confidentiality, dispute resolution, and limitation of liability.
8. GENERAL PROVISIONS.
8.1 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without CodeLock’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
8.2 Force Majeure. CodeLock shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, epidemics/pandemics, government shutdowns or actions, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
8.3 Governing Law and Venue. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF VIRGINIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. Any action or proceeding arising from or relating to this Agreement will be brought in a federal court in the State of Virginia and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
8.4 Notice. Where we require that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to CodeLock at the following e-mail address: email@example.com. Such notice shall be deemed given when received by CodeLock.8.5 Waiver; Severability. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.8.6 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.8.7 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.