THIS SERVICE AGREEMENT (THE “AGREEMENT“) IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AS AN INDIVIDUAL, COMPANY OR OTHER LEGAL ENTITY ("YOU") AND CODE ATTENDANT ((UNDER INCORPORATION), AND ITS AFFILIATES (THE "COMPANY").
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE ACCEPTING, AND/OR BEFORE REGISTERING FOR THE SERVICES AND/OR DOWNLOADING AND/OR INSTALLING THE SYSTEM (DEFINED BELOW). THIS SYSTEM IS COPYRIGHTED AND LICENSED (NOT SOLD). TAKING ANY STEP TO SETUP OR INSTALL THE SYSTEM CONSTITUTES YOUR CONSENT TO AND ACCEPTANCE OF THIS AGREEMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF YOU SHALL BE CONSTRUED AS INFERENCE TO THE CONTRARY. THE REGISTRATION BY YOU TO THE SERVICES (DEFINED BELOW) IS EXPRESSLY MADE CONDITIONAL ON YOUR CONSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SYSTEM.
“Service(s)” means the Code Attendant's software and/or a services and/or the Code Attendant's desktop application which runs on your device and/or any additional components to code development environment provided by the Company developed, operated, and maintained by the Company, accessible via the Website or any other designated partner website, service names, domains or IP address, and/or any ancillary online or offline products and services provided to You by the Company, to which You are being granted access under this Agreement. The Company's Services include, inter alia: (1) searching for code snippets and inserting them to your code("Code Snippets” or “Code(s)”); (2) Sharing code snippets ; (3) analyzing Your code development ("Code Development") and suggesting you relevant code snippet which may be applicable to your uses ("Code Suggestions"); (4) all other actions performed at the Company's website, at: https://codeattendant.com/ (the “Website“).
The Company reserves the right to add, change, remove and/or modify the Services, including modifications to functionality, presentation and companion products after providing prior notification on the Website and the Service.
“Software” means the software code used as part of the Service, both in connection with the Services rendered under this Agreement, together with all other related and accompanying documentation (the “Documentation“), provided by the Company via the Service, and any update or a new release of the Software.
“System” means the Software, the Services, the desktop application, and all associated processes.
Subject to Your agreement and compliance with the terms and conditions of this Agreement, the Company hereby grants You, and You hereby accept, a non-exclusive, non-transferable and fully revocable limited scope license to use the Services and a right for You to use the Services subject to registration by You to the Website. You hereby acknowledge that Your license and right to use the Services is limited by these Terms, and, if you violate these Terms or if, at any point, you do not agree to any of these Terms, your license and right to use the Services shall immediately terminate, and you shall immediately refrain from using the Services.
The provided Code Snippets are Company’s data and constitute the property of the Company. Under your License you are allowed to use the Code Snippets to incorporate it into Your written code in a supported editor using our tool, for commercial and private purposes without any attribution ("Permitted Use"). You are not allowed to make any other use other than the Permitted Use of the Code Snippets, including copying, collecting, scraping, or distributing.
The Company will not send Your Code that was entered into the System to anyone, including to any other user, third party or website; The Company also will not save or store Your Code on the Company’s servers. You can choose, at your sole discretion, to share a piece of Your code publicly by publishing it while using the System.
Your use of any content which is published or suggested through the Services, including without limitation with respect to any Code Suggestion or Code Development or, its integrity, accuracy and/or reliability, is on Your own responsibility. It is Your solely responsibility to check the applicable license of any Code Suggestions You intend to use, prior to such usage. You agree that any content published by You through the Services and/or the technology and tools provided by the Company (“Your Content”), is published by You willingly and You represent that You own such content or have received the necessary authorizations from third parties. You agree that publishing Your Content is done in compliance with all applicable laws, and that You have all rights to publish Your Content, and that You grant the Company all rights regarding Your Content after publishing Your Content. The Company is free to use Your Content in any way, at its sole discretion, including any commercial use of any kind, without being required to obtain any further consent from You or give any You consideration for it.
The System is protected by intellectual property laws and international treaty provisions. Unauthorized copying or use of the System or of the Code Snippets in whole or in part is expressly forbidden. Notwithstanding the above, the System is licensed to You solely for Your own internal use, to be made by You and for Your own operations. Neither the System nor any portion thereof may be used by or on behalf of, accessed by, re-sold to, returned to, or distributed to any other party. You agree not to allow others to use the System, except as expressly authorized in this Agreement, and You will not use the System for the benefit of third parties. You acknowledge that the source code of the System, and the underlying ideas or concepts are valuable intellectual property of the Company and You agree not to, except as expressly authorized in writing by the Company and only to the extent established by applicable statutory law, attempt to (or permit other third parties to) decipher, reverse translate, decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the System or any other data that belongs to the Company by any means whatsoever. You will not develop methods to enable unauthorized parties to use the System, except as expressly authorized in this Agreement, or to develop any other product containing any of the concepts and ideas contained in the System. You will not (and will not allow any third party to) modify the System or create a derivative work off any portion of the System. You will not (and will not allow any third party to) remove any copyright or other proprietary notices from this System. You will not test the System or use the System in connection with any benchmark tests, evaluation or any other tests of which the results are designated or likely to be published in any form or media or otherwise made available to the public, without the Company’s prior written approval. Other than explicitly permitted hereinabove: You will not rent, lend, lease, sub-license or transfer the System and/or Your rights to the System. You or any person under Your authority or control will not make copies of the System or any portions thereof, except as expressly authorized in this Agreement. You will not use the System in a manner that is not in compliance with the Documentation and with the Company’s specific instructions. You will not record data from the System with automated programs, software, or any other method of screen scraping. You will not copy nor modify, adapt or translate into any language the Documentation, nor create derivative works based on the Documentation, without the prior written consent of the Company. You shall comply with all applicable laws, rules and regulations in connection with Your use of the Services.
You acknowledge and agree that You will have no rights, including ownership rights, IP rights, copyright, trade secrets, trademarks, or any other rights, in the any of Your Content published by You through the Services and that such content shall belong to the Company. You acknowledge and agree that use of the System, is subject to the terms and conditions of this Agreement and that the Software and the Documentation, including any revisions, corrections, modifications, enhancements and/or upgrades thereto are the Company’s property protected under any applicable laws and treaties. You further acknowledge and agree that all right, title and interests in and to the System, including associated intellectual property rights (including but not limited to, copyrights, etc.), evidenced by or embodied in and/or attached/connected/related to the System are and shall remain with the Company. This Agreement does not convey to You an interest in or to the System, but only a limited right of use of the System, revocable in accordance with the terms and conditions of this Agreement. Nothing in this Agreement constitutes a waiver of the Company’s intellectual Property rights under applicable Law. If the System contains any software provided by third parties, such third party software shall be subject to its applicable license and to the conditions found in separate license agreements as applicable, in the event that no such third party license agreements exist, the restrictions contained in this agreement shall apply on all such third party software mutatis mutandis.
In order to register to the Services, you will be asked to sign-in using either email, full name and password, or by signing in with Google OAuth which will allow the Company access to your name, email address and a link to a profile image (“Account information”). – In case that you will contact us for various reasons such as requesting a specific service, asking questions or raising a complaint (“Inquiry”), we will collect the information related to your Inquiry. This may include your name, user ID in the Service, email address and other contact information, depending on the nature of your inquiry. The company will access and collect, non-anonymously, your Account Information in order to activate your account and to allow authentication service, sending messages and communications and to provide personalized services. The Company may collect, use and disclose in any other manner data and information which derives from Your use of the Software (i.e., usage information, aggregated and analytics information) ("Analytics Information") in order to provide and improve the Services and/or the Software (including updates), the Software Maintenance and other services and for any legitimate business purpose. Some information may be automatically collected through Your use of the Services, and some information is collected when you interact with the website and use our Services. The type of information that may be automatically collected is collected by the Company or through a third party analytics service, which provides tools to automatically collect information about your use of the service. This information includes telemetry data as well as your coding session durations, the content you accessed on the service, your interactions and user-interface clicks with respect to such content, referring URLs, the frequency and scope of your use of the service. The Company may also collect some metadata about the User's code (but not the code itself), in order to provide a better Service and User experience. Information from which you can be personally identified may also be collected, including but not limited to your Account Information, Your email address and the location of the computer through which You used the Website and Services (hereinafter: “Personal Information”). The Company may ask You to provide some additional – optional and not mandatory - Personal Information, which will be provided only subject to Your choice, such as: (1) information regarding Your Education, working place and experience; (2) send surveys through the system; and - (3) ask for Your feedback through the tool/website (“Additional information”). The Company may use any Additional Information that you may provide for improving the Services and/or the Software (including updates) and for any legitimate business purpose. You agree to allow us to collect the Personal Information, including, without limitation, when you download the Company’s plugin, use the Company’s Services as well as submit an inquiry regarding the service via the Website. If you choose to register with Google account, you will give us access to retrieve your information from this service. The particular categories of information we retrieve from the account are within the scope of information that such network makes available to us by default, according to your privacy settings at each network. The information we collect in this manner typically includes your full name, email address and public information from your profile on these services. We use the Personal Information we collect from You for a range of different business purposes according to different legal bases of processing. We use or process your personal information in order to allow us to send you messages and to improve our Services and machine learning and to personalize Your contents so it will be more suitable to Your needs. The Company is and shall remain the sole owner of the Analytics Information. The Company may collect, use and disclose in any manner any Content that You will choose to publish through the Services. Any Personal Information you provide to us when creating or updating your Account or when we access your Account information from a social network service (as your name, e-mail address, profile picture), will be held and used in accordance with the Company’s Privacy Policy available at the Website at https://codeattendant.com/privacy ("Privacy Policy”), which constitutes a part of these Terms. We will reasonably attempt to ensure that we never intentionally disclose any of your Personal Information, to any third party without having received your permission, except as provided for herein and in the Privacy Policy or otherwise as permitted or required under law. The Company shall be allowed to keep and use all the above information that was collected by the Company, in accordance with the terms of this Agreement and in accordance with the PRIVACY Policy, after the termination of the Agreement.
The Company may withhold, remove and/or discard all data produced as a result of Your use of the Services of the System (“Customer Data”), and it is Your responsibility to download any Customer Data prior to terminating the Service.
This Agreement is on a Free trial basis and is effective commencing on the date upon which You have subscribed to the Service (the “Effective Date“) and shall continue upon expiration by the Company of such trial period (the “Term“), which will be determined solely by the Company. The Company may decide to expire the Free Trial Basis at any given time, in its sole discretion and without the need for prior notice. The company may in its sole discretion terminate this Agreement or refuse access to the Services or to your Account without notice for any reason, including, but not limited to, a suspected violation of these Terms, illegal or improper use of your Account, or illegal or improper use of the Services, Content, products, or the Company's intellectual property. You may lose your username as a result of such termination, and the Company will not be responsible for any damage that may result from such termination. In the event You elect to terminate this Agreement, You may do so at any time upon 30 days prior written notice to The Company by e-mail at the following e-mail address support@codeattendant.com; The provisions of paragraphs regarding Title and Intellectual Property, Third Party Information, Limitation on Warranty, Limitation of Liability, and Law and Venue will survive any termination of this Agreement.
The Software may use or include third party software, files and components that are subject to open source and third party license terms. Your right, under this Agreement, to use such Third Party Components as part of, or in connection with, the Software is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND THE DOCUMENTATIONS ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE'S OPERATION WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS. TO THE EXTENT ALLOWED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES, ALL IMPLIED WARRANTIES, AND ALL CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, NON-INTERFERENCE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES, THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE, WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND/OR ITS SUPPLIERS AND/OR LICENSORS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. WITHOUT DEROGATING FROM THE FOREGOING, WITH RESPECT TO YOUR USE OF THE SERVICES, THE COMPANY WILL HAVE NO LIABILITY FOR ANY CODE SUGGESTION AND/OR CODE DEVELOPMENT AND/OR FOR ANY OF USE MADE BY YOU, INCLUDING IF IT: (1) CAUSES ANY DAMAGE OR IMPOSES ANY LIABILITY ON YOU AND/OR ANY THIRD PARTY, AND/OR; (2) CAUSES INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, AND/OR (3) DISTRIBUTES PUBLICLY TO THE PUBLIC YOUR (OR ANY THIRD PARTY'S) CODE OR ANY OF YOUR SOFTWARE AND/OR PRODUCTS, ; (4) PREVENTS OR LIMITS YOUR ABILITY TO CHARGE FOR YOUR CODE.
You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from your use of the Software; and/or your violation of any term of this Agreement.
The Company has no obligation to provide support, maintenance, upgrades, modifications, or new releases under this Agreement.
This Agreement shall be construed and governed in accordance with the laws of the State of Israel and the competent courts of the city of Tel-Aviv, Israel shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement. This Agreement represents the complete agreement concerning the license and the right to the Services granted herein and the subject matter hereof. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. The Company may, at its sole discretion, change the terms contained herein by providing you a written notice. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign your rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and/or obligations under this Agreement without restriction or notification.