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Legal Agreement

End User License Agreement (EULA)

Effective Date: August 2023

 

1. Introduction

Welcome to Codeguardian.ai! We engineer the future of cybersecurity. This End User License Agreement ("Agreement") governs your use of Codeguardian.ai’s products and services. By downloading, installing, or using our products, you agree to comply with this Agreement. If you do not accept the terms, please discontinue use immediately.

2. Definitions

3. License Grant and Restrictions

3.1 Software Use Rights

You are granted a non-exclusive, non-transferable license to use the software within the scope of purchased rights and for internal purposes only.

3.2 Subscription Access

During the subscription term, we will provide access to the services 24/7, excluding planned downtimes or events beyond our control. Use is limited to the purchased capacity and for internal purposes only.

3.3 Restrictions

You shall not:

4. Ownership

All intellectual property rights in the products remain with Codeguardian.ai or its licensors. You are granted use rights as specified in this Agreement, with all other rights reserved.

5. Term and Termination

5.1 Term

This Agreement remains effective for the duration of the order or subscription term.

5.2 Termination

We may terminate this Agreement for material breaches not cured within 30 days. Upon termination, you must cease using the products and return or destroy all copies.

6. Warranties and Disclaimers

6.1 Warranties

6.2 Disclaimers

Products are provided "as is" without implied warranties of merchantability or fitness for a particular purpose. We do not guarantee that products will meet your requirements or that they will be error-free.

7. Limitation of Liability

We are not liable for indirect, incidental, or consequential damages. Our total liability will not exceed the amount paid for the subscription or service in question.

8. Indemnification

We will defend you against claims that our products infringe on third-party intellectual property rights, provided you notify us promptly and cooperate with the defense.

9. Confidentiality

Both parties agree to protect each other’s confidential information and use it only as necessary for performing this Agreement.

10. Data Handling

10.1 End User Data

We process End User Data solely to fulfill our obligations under this Agreement, in accordance with applicable data protection laws.

10.2 Systems Data

We may use Systems Data to improve our products and services and conduct threat research, ensuring it is not disclosed to third parties in an identifiable manner unless required by law.

11. General Provisions

11.1 Assignment

You may not assign this Agreement without our written consent. We may assign it to our affiliates or in the event of a merger or acquisition.

11.2 Governing Law

This Agreement is governed by the laws of the State of California or England and Wales, depending on your location.

11.3 Notices

Notices must be in writing and sent to the addresses provided by each party.

11.4 Force Majeure

We are not liable for delays or failures due to events beyond our control, such as natural disasters or acts of terrorism.


Codeguardian.ai End User License Agreement

Introduction

This End User License Agreement ("Agreement") governs the use of Codeguardian.ai’s cybersecurity products and services ("Products"). This document forms a legal agreement between you, whether as a customer, end user, or entity ("You" or "Your"), and Codeguardian.ai, depending on your geographical location:

By downloading, installing, accessing, or using the Products, you accept the terms of this Agreement. If you do not agree to these terms, you must stop using the Products immediately.

Scope and Acceptance

This Agreement applies to all manners of acquiring the Products, including direct purchases from Codeguardian.ai or through authorized partners. Additional terms for maintenance and support services are available and incorporated by reference into this Agreement.

Usage Terms

Restrictions

You must not:

Intellectual Property

Codeguardian.ai retains all rights, title, and interest in the Products. Any feedback or suggestions provided by you may be used by us without obligation.

Term and Termination

This Agreement is effective until terminated by either party. Codeguardian.ai may terminate this Agreement if you breach its terms and fail to cure such breach within the specified period.

Warranty

Codeguardian.ai warrants that the Products will perform substantially as described and will be free from significant defects. Any breach of warranty will be addressed by repair, replacement, or refund as determined by Codeguardian.ai.

Limitation of Liability

Except as explicitly provided in this Agreement, Codeguardian.ai shall not be liable for indirect, incidental, or consequential damages arising out of the use of the Products.

General Provisions

This Agreement constitutes the entire agreement between the parties. It is governed by the laws applicable in your jurisdiction. Any disputes arising under this Agreement will be resolved in the specified courts.

By using the Products, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms.

Codeguardian.ai Public Sector Expertise on Demand Subscription Addendum

Introduction

This Public Sector Expertise on Demand Subscription Addendum ("Addendum") supplements the End User Agreement ("Agreement") between you ("You" and "Your") as a public sector entity and Codeguardian.ai and its Affiliates ("Codeguardian.ai"). This Addendum governs your subscription to Codeguardian.ai's Public Sector Expertise On Demand ("EOD Subscription"). In the case of any conflict between the Agreement and this Addendum, the terms of this Addendum will prevail regarding the EOD Subscription.

1. Public Sector Expertise On Demand Services

Upon purchasing the EOD Subscription, you will gain immediate access to a predefined set of services ("EOD Services") as detailed in the most current version of the Service Description for the Public Sector Expertise on Demand Subscription. This description is available at Codeguardian.ai's Public Sector Services Page. You may select any of the EOD Services described and utilize the service hours within the twelve (12) month period starting from the receipt of your purchase order for the EOD Subscription. Requests for EOD Services must be made in accordance with the process outlined in the Service Description.

2. Deliverables

The deliverables for the EOD Subscription are specified within the Service Description. These are designed to provide targeted expertise and resources to enhance your public sector operations effectively.

3. Limitation on Total Annual Hours

You will pay a fixed fee for the EOD Subscription, which grants you access to a range of EOD Services up to the subscription's annual maximum hour limitation. EOD Services are available across multiple tiers, each with varying annual maximum hour limits. You may upgrade your EOD Services to a higher tier at any time during the term. Any unused EOD service hours will expire at the end of the Term and are non-transferable and non-refundable.

General Provisions

This Addendum, along with the primary Agreement, constitutes the complete agreement regarding the EOD Subscription. The terms set forth in this Addendum replace any conflicting or inconsistent terms in the main Agreement concerning the EOD Subscription.

For more information on our legal terms or to view a full copy of the End User Agreement, please visit Codeguardian.ai Legal Resources.



Codeguardian.ai Global Customer Support Services Terms and Conditions

Introduction

This document ("End User Support Agreement" or "EUSA") supplements the Codeguardian.ai End User License Agreement between you ("Customer," "End User," "You," or "Your") and Codeguardian.ai. It sets forth the terms and conditions under which Codeguardian.ai provides technical support and customer success services for our products. This EUSA prevails over the End User License Agreement to the extent of any conflict concerning the subject matter herein.

Support Plans and Services

Codeguardian.ai offers a range of support plans designed to meet diverse customer needs:

Hardware and Software Support

Customer Success Plans

Definitions and Key Terms

Customer Obligations

To ensure the effectiveness of the support services, customers are expected to:

Limitations and Exclusions

This support agreement does not cover:

Term and Termination

This agreement remains in effect until terminated by either party in accordance with the terms set forth herein, including non-renewal at the end of the support term.

General

This EUSA represents the entire agreement regarding support services between You and Codeguardian.ai and supersedes any prior agreements or understandings.

Codeguardian.ai Global Customer Support Services Terms and Conditions

Introduction

This document ("End User Support Agreement" or "EUSA") supplements the Codeguardian.ai End User License Agreement between you ("Customer," "End User," "You," or "Your") and Codeguardian.ai. It sets forth the terms and conditions under which Codeguardian.ai provides technical support and customer success services for our products. This EUSA prevails over the End User License Agreement to the extent of any conflict concerning the subject matter herein.

Support Plans and Services

Codeguardian.ai offers a range of support plans designed to meet diverse customer needs:

Hardware and Software Support

Customer Success Plans

Definitions and Key Terms

Customer Obligations

To ensure the effectiveness of the support services, customers are expected to:

Limitations and Exclusions

This support agreement does not cover:

Term and Termination

This agreement remains in effect until terminated by either party in accordance with the terms set forth herein, including non-renewal at the end of the support term.

General

This EUSA represents the entire agreement regarding support services between You and Codeguardian.ai and supersedes any prior agreements or understandings.