Customer may request a temporary License Key to evaluate a Product for a trial period prior to purchasing. CodeAnt AI may accept or decline such a request at its own discretion.
If Customer has purchased Support or is otherwise entitled to receive Support based on the License that Customer has purchased, CodeAnt AI will provide Support in accordance with the Support terms. In order to receive Support, Customer must operate an Active Version of the Product.
(a) Promptly following Customer’s purchase of a License, CodeAnt AI will provide Customer with a License Key.
(b) CodeAnt AI will generally invoice Customer at the time it provides a License Key. Customer shall pay undisputed invoices (plus any applicable VAT or sales tax) by an electronic funds transfer to be received in CodeAnt AI’s account within thirty (30) days of receipt unless the Parties have agreed otherwise in writing. If an invoice is not timely settled in full, CodeAnt AI may, at its reasonable discretion:
(i) Deactivate any License Key upon five (5) business days’ prior notice;
(ii) Stop providing Support; and
(iii) Terminate this Agreement for cause in accordance with Section 14.
(c) Any payment, once received, is non-refundable, subject to any other specific provisions in this Agreement.
(d) If Customer purchases through an authorized reseller, then Section 4(b) and 4(c) will not apply, and all payment, invoicing, and credit terms for the purchase will be as agreed between Customer and the authorized reseller.
(a) Subject to the terms, conditions, and limitations of this Agreement, CodeAnt AI grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable License for (i) the Authorized Use of a Product on the CodeAnt AI Instance for which the License was purchased, (ii) the testing, staging, and disaster recovery of a Product on a separate CodeAnt AI Instance, (iii) the use of the information a CodeAnt AI Instance generates about a project, while that project is active in the CodeAnt AI Instance, and (iv) if purchased or included, the receipt by an Authorized Contact of Support for a qualifying Product. The License is limited to a maximum Lines of Code and an annual term. No rights, licenses, or warranties are provided to any of CodeAnt AI’s Intellectual Property rights, save as are covered by the License to use any Products and receive any Support that are provided for by this Agreement. Customer undertakes to comply with and not to challenge or misuse any of CodeAnt AI’s Intellectual Property rights.
(b) CodeAnt AI shall defend Customer and its officers, directors, and employees (“Customer Parties”) against any third-party claim that a Product infringes or misappropriates a third party’s Intellectual Property right (“IP Claim”). CodeAnt AI shall indemnify Customer Parties against any damages finally awarded to the third party making the IP Claim, and all penalties, fines, and reasonable third-party costs (including reasonable attorneys’ fees) paid by Customer Parties to the extent arising out of an IP Claim (collectively, “IP Losses”). CodeAnt AI’s obligations under this Section 5(b) shall not apply to the extent an IP Claim is based on or arises from (i) a combination or use of a Product with hardware, software, or other materials not provided by CodeAnt AI; (ii) the modification of a Product by anyone other than CodeAnt AI or its authorized agents; (iii) the use of a Product not in accordance with its documentation or this Agreement; (iv) Customer’s breach of this Agreement; or (v) a Customer Party’s negligence, fraud, or willful misconduct.
(c) In the event of an IP Claim, CodeAnt AI shall be entitled, at its own expense and option, to either (i) procure the right for Customer to continue utilizing the Product features at issue; (ii) modify the Product to render the Product non-infringing; or (iii) replace the Product with an equally suitable, functionally equivalent, compatible, non-infringing product. CodeAnt AI’s obligation to defend and indemnify requires that (a) Customer give notice to CodeAnt AI of any IP Claim immediately upon becoming aware of the same; (b) Customer give CodeAnt AI the sole right to conduct the defense of any claim or action, or the negotiation of any settlement, in respect of an IP Claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the IP Claim except upon the express written instructions of CodeAnt AI; and (c) Customer act in accordance with CodeAnt AI’s reasonable instructions and gives CodeAnt AI assistance as it shall reasonably require in respect of the conduct of the defense, including the filing of all pleadings and other court processes and the provision of all relevant documents. Sections 5(b) and 5(c) set forth Customer’s sole and exclusive remedy from CodeAnt AI for any IP Claim.
Customer may choose to disclose the name and work email address of certain of its employees in connection with this Agreement. In such cases, CodeAnt AI will process such personal information as a data controller in accordance with the privacy notice published on the Website and in accordance with applicable data privacy laws.
“Confidential Information” means all non-public information, materials, documentation, or data, relating to a Party’s business, which is disclosed by one Party (“Discloser”), or received by the other Party (“Recipient”), in connection with this Agreement, and which is clearly identified or marked as confidential or proprietary at the time of delivery to Recipient or which a reasonable person would understand to be confidential or proprietary. Recipient undertakes to (i) protect the confidentiality of the Confidential Information with at least the same degree of care as it applies to its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care; (ii) only use Confidential Information for purposes consistent with its rights and obligations under this Agreement; (iii) not reverse engineer or decompile Confidential Information; and (iv) not disclose Confidential Information to any third party other than its employees, consultants, vendors, or advisors who have a need to know and who are bound by confidentiality and non-use obligations no less restrictive than those set forth herein. Confidential Information shall not include any information which: (a) Recipient already knew at the time of disclosure; (b) is generally available to the public or becomes publicly known through no wrongful act of Recipient; (c) Recipient received from a third party who had a legal right to provide it; and/or (d) Recipient developed independently of any knowledge of or access to any of Discloser’s Confidential Information. Either party may disclose Confidential Information if required by law or regulatory authorities, provided that, so far as it is lawful to do so, Recipient gives prompt notice to Discloser, so that Discloser may contest the requirement to provide such information. Upon Discloser’s written request, Recipient will return or destroy all Confidential Information in Recipient’s possession within thirty (30) days of the request. Recipient may retain a limited number of electronic copies of the Confidential Information to comply with applicable law, and as may be automatically created, maintained, and destroyed by its standard backup processes and systems. Recipient will remain bound by its confidentiality obligations for any copies retained.
(a) Customer shall at all times:
(i) Ensure that only Customer’s Authorized Contact requests Support and only for Customer’s benefit;
(ii) Ensure that all Products are used only as expressly permitted in this Agreement;
(iii) Advise CodeAnt AI in writing within thirty (30) calendar days if Customer becomes aware of any person’s unauthorized use or distribution of a Product;
(iv) Verify and take sole responsibility for ensuring that the version of any Product that it is using or intends to use is compatible with the CodeAnt AI Instance it was obtained for;
(v) Only use an unmodified version of a Product that was downloaded from the Website or from an authorized third party as indicated on the Website;
(vi) Only use a License Key that was provided by CodeAnt AI;
(vii) Report the discovery of any violations of this Agreement to CodeAnt AI in writing, within thirty (30) calendar days of discovering a violation;
(viii) Prohibit, by appropriate measures, any unauthorized resale, access to, or use of any Product on any other CodeAnt AI Instances than the one for which a License was obtained;
(ix) Only use Products and Support in compliance with applicable law; and
(x) Ensure its agents, employees, consultants, and subcontractors comply with this Agreement, as applicable.
(b) Customer is responsible for its own use of Products and for verifying the absence of any viruses, spyware, or malicious programming in its own server environment.
(c) Customer must not:
(i) Decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive such information from any Product;
(ii) Sell, resell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate, or reduce to or from any electronic medium or machine-readable form any Product, or any portion or derivative of a Product, whether in whole or in part;
(iii) Vary or amend any Authorized Use;
(iv) Publish, promote, broadcast, circulate, or otherwise seek to make any commercial use of CodeAnt AI’s name, trade name, trademarks, service marks, or logo, without CodeAnt AI’s prior written consent;
(v) Whether through deliberate or negligent act or act of omission of its employees, consultants, or subcontractors or otherwise, resell, distribute, or cause the distribution of any Product to any third party other than for an Authorized Use, or use any Product on any CodeAnt AI Instance other than the CodeAnt AI Instance for which it was originally Licensed (in which case separate Products should be bought for those other CodeAnt AI Instances);
(vi) Use the Product to analyze code outside of its CodeAnt AI Instance, which is not already analyzed in its CodeAnt AI Instance;
(vii) Use the information a CodeAnt AI Instance generated about a project, unless that project is active in the CodeAnt AI Instance;
(viii) Use any Products that have been modified by anyone other than CodeAnt AI or its authorized agents;
(ix) Disclose, publish, or otherwise make publicly available any benchmark, comparative, or performance tests or evaluations on the Product without the express written permission of CodeAnt AI; or
(x) Perform, or direct any third party to perform, any benchmark, comparative, or performance tests or evaluations on the Product for competitive advantage.
(a) CodeAnt AI represents and warrants to the best of its knowledge and belief that the Products will substantially perform in accordance with their documentation and do not contain any computer code that:
(i) Is designed to disrupt, disable, harm, modify, spy on, delete, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operations of any of Customer’s software, firmware, hardware, computer systems, or networks (sometimes referred to as “viruses” or “worms”);
(ii) Would disable the Products or Customer’s systems or impair their operation based on the elapsing of time or for exceeding the maximum numbers of Lines of Code during the effective period of any License; or
(iii) Would permit CodeAnt AI or any third party to access a Product or Customer’s systems, whether or not to cause disablement or impairment (sometimes referred to as “trap doors,” “access codes,” or “back door” devices).
(b) If a Product fails to conform with a representation and warranty in this Section 9, Customer may, within twenty (20) days of the discovery of the non-conformance, and without any additional cost or liability to CodeAnt AI:
(i) Cancel the relevant Product and related Support;
(ii) Cancel any other Products and Support or pending orders for such other Products and Support that Customer cannot use due to the non-conformance; and
(iii) Request a pro-rata refund for the remaining term of the cancelled Product and Support, upon providing evidence of such non-conformance.
Save as expressly provided otherwise in this Agreement and to the maximum extent permitted by applicable law: (a) All Products and Support are provided on an “as is” basis and on an "as available" basis without any warranties or representations, whether express or implied, oral, or written, of any kind or nature, including, but not limited to, any warranties of quality, performance, reliability, security, non-infringement, merchantability, or fitness for any particular purpose, and CodeAnt AI expressly excludes any such warranties, representations, or implications that a Product will be error-free, complete, operate without interruption, or operate correctly with any given product, system, or specifications of Customer; and (b) CodeAnt AI makes no guarantee as to the availability of its Products and Support, and CodeAnt AI shall not be responsible for any loss resulting from the loss or deletion of any data or information resulting from the use of any Products or Support, or any network or system outages, file corruptions, or for any other alleged consequences of having used any Products or Support.
(a) Save for either Party’s willful breach of this Agreement or gross negligence, or an infringement by either Party of the other Party’s Intellectual Property, neither Party will be liable for any lost profits nor for any special, indirect, incidental, or consequential damages, costs, or expenses, regardless of the form of action, even if such Party is advised of the possibility of such damages in advance. (b) Save for either Party’s willful breach of this Agreement or gross negligence, an infringement by either Party of the other Party’s Intellectual Property, or IP Losses under Section 5, in no event will CodeAnt AI's aggregate liabilities under any claims arising out of this Agreement exceed the fees Customer paid under this Agreement within the previous twelve (12) months for the Product or Support giving rise to the claim. CodeAnt AI's aggregate liabilities for IP Losses under Section 5 shall not exceed three times (3x) the fees Customer paid under this Agreement within the previous twelve (12) months for the Product giving rise to the IP Losses. (c) The foregoing liability limitations shall apply to the maximum extent allowed by the governing law of this Agreement.
CodeAnt AI may include Customer’s name and/or logo in a list of its customers in marketing materials and on the Website, together with the names and logos of other CodeAnt AI customers. Customer may revoke the foregoing right at any time by submitting a written request via e-mail to: contact@codeantai.com. CodeAnt AI shall comply with such a termination or revocation request within twenty (20) business days from receipt of such notice.
(a) CodeAnt AI and Customer may assign or transfer their rights and/or obligations under this Agreement to a purchaser of all or a substantial part of its assets or shares or as part of a corporate restructuring, without the other Party’s consent. In the event of such a permitted assignment by Customer:
(i) CodeAnt AI must be notified, in writing, within ninety (90) days of such assignment;
(ii) The assignee must agree in writing to be bound by the terms and conditions of this Agreement; and
(iii) Upon completion of such assignment, the assignor shall make no further use of any Products or Support under this Agreement.
(b) This Agreement shall survive assignment, and the assignor and any permitted assignee shall be bound by it.
(a) This Agreement is in effect as long as there is an active License for a Product and/or Support.
(b) Customer may terminate this Agreement unilaterally, at any time and without cause, by providing at least three (3) months’ prior written notice to CodeAnt AI. In the event of a termination without cause, amounts paid by Customer will not be refundable, and Customer’s obligation to pay amounts payable under an applicable order will not terminate.
(c) Either Party may terminate this Agreement unilaterally at any time without prior notice if the other Party commits a material breach that is not cured within thirty (30) days following receipt of notice of the breach. If CodeAnt AI terminates for breach, any amounts Customer paid will not be refunded, and CodeAnt AI reserves the right to bring claims for damages. Immediately upon receipt of CodeAnt AI’s termination notification (which may be oral or in writing), Customer shall:
(i) Cease using the Product;
(ii) Cease requesting Support;
(iii) Destroy any corresponding License Keys; and
(iv) Provide CodeAnt AI with written confirmation of such destruction within fifteen (15) days from the termination date.
(d) CodeAnt AI may terminate this Agreement and/or an active License without liability if (i) Customer’s License or use of a Product or Support violates applicable law; or (ii) CodeAnt AI is prohibited by law or otherwise restricted from providing Products or Support to Customer.
(e) The following sections shall survive termination of this Agreement: Sections 6 (Personal Information), 7 (Confidentiality), 8 (Customer’s Obligations), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Logo Right), 16 (Governing Law and Jurisdiction), and 17 (General Conditions).
Neither Party shall be deemed in default or otherwise be liable under this Agreement (except for payments due) as a result of its inability to perform its obligations hereunder by reason of any fire, earthquake, flood, substantial snowstorm, epidemic, accident, explosion, casualty, strike, lock-out, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, or any municipal, county, state, provincial, territorial, or national ordinance or law, or any executive, administrative, or judicial order (which order is not the result of any act or omission which would constitute a default hereunder) or any failure or delay of any transportation, power, or communication system or any other similar cause beyond that Party's control.
(a) This Agreement is deemed to have been made under and shall be governed by and construed in accordance with [Applicable Law].
(b) Any dispute, controversy, or claim arising under, out of, or relating to this Agreement shall be submitted to arbitration in accordance with the [Applicable Arbitration Rules] in effect at that date. The arbitral tribunal shall consist of a sole arbitrator. The seat of arbitration proceedings shall be [City, Country]. The language to be used in any arbitration proceedings shall be English.
(a) This Agreement constitutes the Parties’ entire contractual relationship. It cancels and supersedes all prior oral or written communications, proposals, conditions, representations, and warranties, and prevails over any conflicting or additional terms mentioned in any price quotation, purchase order, acknowledgment, clickwrap or click-through provisions, or other communication between the Parties, regardless of when such terms were issued. This Agreement may only be amended or overridden by a written document, signed by authorized representatives of both Parties.
(b) The English version of this Agreement is the only valid version. Translations into other languages are not legally binding.
(c) Any notices to be provided under this Agreement should be sent by international courier service to the registered address of the Party, or to such other address as that Party may request in writing that notices be sent to. Notices may also be sent by e-mail if proof of receipt is obtained. E-mail notices to CodeAnt AI must be sent to support@codeant.ai.
(d) CodeAnt AI will notify Customer of any material modifications to this Agreement at least 30 days prior to the modifications taking effect by posting a notice on the Website or sending an email notice to Customer. Customer’s continued use of a Product and/or Support after thirty (30) days from notice constitutes agreement to the modifications of the Agreement.
This Agreement was last updated on July 1, 2024, and replaces all previous versions as of that date.
