These Terms provides and captures an important legal information about the license of the Licensor’s proprietary automated code review solution referred as the Platform (as defined below) and the Licensee’s usage, and access of the Platform including technical support through a web-based service provided by the Licensor.
Licensor has and continues to have the right to modify, change, substitute, remove, suspend or update these Terms or any information in it at any time by sufficiently highlighting on the Platform about such change. Such changes shall be effective immediately upon posting to the Platform. We assume no responsibility for functionality which is dependent on your browser or other third-party software to operate. For the avoidance of doubt, we may also withdraw any information from the Platform or Services at any time. These Terms were last modified in January 2019.
BY ACCEPTING THESE TERMS, BY CLICKING ‘I AGREE’ (OR SIMILAR BUTTON) OR USING THE PLATFORM OR SERVICES, THE LICENSEE AGREES TO THESE TERMS.
If the Licensee is entering into these Terms on behalf of a company or other legal entity, the Licensee represents that it has the authority to bind such entity to the terms and conditions of these Terms and, in such an event, “Licensee” as used in these Terms shall refer to such entity. If the Licensee does not have such an authority or does not agree to the terms of these Terms, then the Licensee must not accept these Terms and may not use the Services.
The Licensee may not access the Services, if the Licensee is the Licensor’s competitor, except with a prior written consent of the Licensor. In addition, the Licensee may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
The Licensor and the Licensee are individually referred to as a “ Party ” and collectively as the “ Parties ”.
“ Affiliates ” shall mean any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with either Party, respectively, either currently or during the validity of these Terms. As used in this definition, the terms “owns”, “owned”, or “ownership” mean the direct or indirect possession of more than 50% of the voting securities, or equity in such business entity.
“ Documentation ” shall mean any accompanying documents, content, data, user guides, online help, release notes, training materials provided by the Licensor to the Licensee along with the Platform.
“ Enhancements ” shall mean any modification, update, upgrade or addition to the Platform that, when made or added to the Platform and its modules currently being used by the Licensee, provides minor functionality or enhancements to the Platform but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by the Licensor to all its customers as a part of their subscription to Licensor’s Services.
“ Error ” shall mean any verifiable and reproducible failure or inability of the Platform to perform any material functions set forth in the Documentation due to any programming defect in the Platform when used by the Licensee as specified under these Terms or the Documentation by the Licensor. The term “Error” shall not include any failure or inability of the Platform that (i) results from the misuse or improper use of the Platform, (ii) does not materially affect the operation and use of the Platform, (iii) results from any modification to the Platform that is not a Licensor authorized change, (iv) results from any cause beyond reasonable control of the Licensor including third party cloud environment, hardware, software, firmware, malicious code like virus, trojan or malware.
“ Fixes ” shall mean any modification or addition to the Platform that, when made or added to the solution or modules currently being used by the Licensee, corrects Errors but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by the Licensor to all its customers.
“ Subscription Fees ” shall mean the fees payable to the Licensor for the Services, as per the subscription plan selected by the Licensee from the Licensor’s website.
“ Licensee Content ” means all data and materials provided by Licensee to the Platform for use in connection with the Services, including, without limitation, customer applications, software codes and data files.
“ Licensable Activity ” shall mean any activity encompassed by any intellectual property rights and absent a license, would give rise to liability for infringement (or inducement of infringement or contributory infringement) of such intellectual property rights.
“ Permitted Users ” shall mean any user as authorized by the Licensee who may use the Platform pursuant to the license granted herein.
“ Services ” shall mean the internet accessible service offered by the Licensor in a subscription form under which the Platform hosted by the Licensor on cloud is made available to the Licensee along with the support and maintenance services for the Platform.
“ Platform ” shall mean a proprietary automated code review solution developed in the name of Codegrip by the Company as described in Schedule A including Enhancements (if any) and as may be subscribed by the Licensee from the Licensor’s website.
GRANT OF LICENSE
Upon the payment of Subscription Fees by the Licensee, the Licensor hereby grants to the Licensee during the Subscription Term, a fixed-term, non-exclusive, non-transferable, revocable, non-sub licensable, worldwide, limited license to use and access the Platform and/or Services for the Licensee’s internal business use only and in accordance with the terms and conditions of these Terms. The grant of license to use and access Platform and/or Services shall be restricted to Permitted Users only and must be in accordance with these Terms. Nothing herein contained shall be construed as granted to the Licensee any intellectual property right, which includes copyrights, regarding the Platform and/or Services except as expressly provided for hereunder.
The Licensee shall not, directly or indirectly, i) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, alter, reproduce or otherwise make any changes to the Platform or create any derivative works, ii) use the Platform in any manner to provide time-sharing, benchmarking or other computer services to third parties, except as expressly provided herein, or allow any third party to access or benefit from the functionality of the Platform, iii) use the Platform, or allow the transfer, transmission, export, or re-export of the Platform or portion thereof in violation of any applicable export control laws or regulations, iv) use the Platform for any purpose other than the purpose specified under these Terms or in the Documentation, v) allow use of the Platform by anyone other than the Permitted Users, or allow the Platform to be used for applications / instances in excess of the ones subscribed by the Licensee vi) use the Platform to develop any competing or similar product, vii) engage in any Licensable Activity, or viii) use any of the Platform’s components, add-ons, files, modules, externals, contents including associated license material separately from the Platform, or ix) use the Platform with any unsupported software or hardware (as described in the applicable Documentation provided by the Licensor). The Licensee shall have no rights over the Platform other than as specifically granted herein. All rights not specifically and unequivocally granted to the Licensee are reserved by the Licensor.
As a condition for using Services, the Permitted Users may be required to register with the Licensor and select a password and enter his/her email address. The Platform also authorizes Licensee or Permitted Users to log in to the Platform through third party platforms such as Github, Bitbucket, Google, etc. The Licensee shall agree to ensure that the Permitted Users shall provide the Licensor with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of Permitted User’s account. The Permitted User shall be responsible for maintaining the confidentiality of Permitted User’s account and password.
Compliance with Laws
The Licensee shall comply with all applicable local, state, national and foreign laws in connection with its use of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. The Licensee acknowledges that the Licensor exercises no control over the content of the information transmitted by the Licensee or the Permitted Users through the Platform. The Licensee shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
Unauthorized Use; False Information
The Licensee shall: (i) notify the Licensor immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to the Licensor immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by the Licensee or any Permitted Users, and (iii) not provide false identity information to gain access to or use the Services.
The Licensee shall be solely responsible for the acts and omissions of its Permitted Users. The Licensor shall not be liable for any loss of data or functionality caused directly or indirectly by the Permitted Users.
The Licensee is solely responsible for collecting, inputting and updating all the Licensee Content uploaded on the Platform, and for ensuring that the Licensee Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) breaches or conflicts with any obligation of the Licensee pursuant to any agreement, or (iii) contain anything that is obscene, defamatory, harassing, offensive or malicious, or (iv) contain any virus, trojan etc. and any illegal, unethical or competitive data. Licensee acknowledges that Licensee or the Permitted User shall be solely responsible for the Licensee Content and the Licensor does not have any control over the same.
1. The Licensee shall pay the Subscription Fees for the Services on a monthly basis depending upon the subscription plan for the Platform selected by the Licensee for the Services in accordance with the Schedule A.
2. All Subscription Fees and charges under these Terms shall be exclusive of taxes and shall be borne by the Licensee.
3. The Services shall begin only upon the payment of the Subscription Fees and automatically terminate on the expiry of the Subscription Term.
SERVICE LEVEL AGREEMENT AND REMEDIES
1. The Service Level Agreement (“ SLA ”) for the Services to be provided by the Licensor is set forth in Schedule B attached hereto.
2. The Licensor warrants that the Licensor shall without any additional cost to the Licensee provide Fixes for any Errors that may be reported by the Licensee, in accordance with the SLAs.
3. In the event of a breach of aforesaid warranties, the Licensee’s sole remedy shall be (i) either to avail the Fixes at the Licensor’s option or (ii) to terminate the Services in accordance with these Terms and the Licensor’s entire liability upon receipt of proof of Errors in the Platform shall be, at the Licensor’s sole option (i) to provide Fixes or (ii) If the Licensee terminates these Terms due to a breach of warranties by the Licensee, then Licensee shall immediately repay to the Licensor all pre-paid amounts for any un-availed Services which were to be delivered during the remainder of the Subscription Term after the termination date.
DISCLAIMER OF WARRANTY
EXCEPT FOR THE LIMITED WARRANTIES SET OUT HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY OR FITNESS FOR A PARTICULAR PUPROSE, NON INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR ARISING OTHERWISE IN LAW OR EQUITY OR COVENANT BASED ON A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR THE SERVICES WILL OPERATE IN COMBINATION WITH LICENSEE CONTENT OR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY LICENSOR. THE LICENSEE ACKNOWLEDGES THAT THE LICENSOR DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.
THE LICENSOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH ANY HYPERLINKED WEBSITE OR SERVICE.
INTELLECTUAL PROPERTY RIGHTS
Any and all rights to the Services, Platform, Documentation, Enhancements, and branding thereof including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein is the sole and exclusive property of the Licensor. These Terms does not grant the Licensee any rights, title and interest in and to Platform, Documentation, its contents, and branding thereof including the Licensor’s intellectual property rights except where expressly and unequivocally licensed herein. Any rights not expressly and unequivocally granted to the Licensee are reserved.
From time to time, the Licensee may provide feedback, suggestions, requirements or recommendations (“ Feedback ”) regarding the Platform or the Services. The Licensee hereby assigns to the Licensor all right, title and interest to such Feedback and an exclusive right to create any developments based on such Feedback.
The Licensee shall retain title to and all ownership rights in the Licensee Content. The Licensee shall grant to the Licensor a worldwide, non-exclusive and non-transferable limited-term license to host, copy, transmit, analyse, process, display, store, configure, and use the Licensee Content solely as necessary to provide the Services to the Licensee.
1. “Confidential Information” shall mean information disclosed by one Party to the other and which includes, without limitation the all Platform, Documentation, Enhancement, financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas, concepts, strategies, trade secrets, and Services and such other information. Confidential Information does not include information which: a) is in the public domain; (b) was known to the Party of such disclosure or becomes known to the Party without breach of any confidentiality agreement; (c) is independently developed by either Party without violating any confidentiality obligations stated herein; (d) is disclosed pursuant judicial order or requirement of the governmental agency or by operation of law.
2. The receiving Party shall only use the Confidential Information for the purpose it is disclosed for. Furthermore, the receiving Party shall keep Confidential Information and data received from the disclosing Party in strict confidence and shall not disclose it to any third Parties except to a limited group of receiving Party’s directors, officers, agents, authorized representatives on a need-to-know basis.
3. Upon request by the disclosing Party, the receiving Party shall immediately return to the disclosing Party, all Confidential Information disclosed by the disclosing Party and all copies thereof. All such information shall be and shall remain the sole property of the disclosing Party.
4. The confidentiality obligations stated herein shall survive for a period of five (5) years from the date of termination or expiration of these Terms.
5. The receiving Party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing Party, entitling disclosing Party to obtain injunctive relief in addition to all legal remedies.
The Licensee shall indemnify, hold harmless and defend the Licensor against any costs or damages arising out of or in connection with any claim relating to (i) the Licensee’s breach of or violation of applicable laws and regulations or (ii) use of the Platform other than as permitted under these Terms, or (iii) a third party claim made against the Licensor for infringement or misappropriation based upon following conduct of the Licensee: (a) the Licensee’s combination or use of the Services with software, services, or products developed by the Licensee or third parties; (b) the Licensee’s Content infringes any patent, copyright or trademark, or misappropriates any trade secret.
LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES, HOWSOEVER CAUSED IN CONNECTION WITH THIS AGREEMENT EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE MAXIMUM LIABLITY OF LICENSOR SHALL BE LIMITED TO THE FEES RECEIVED BY LICENSOR FROM THE LICENSEE FOR THE SERVICES IN THE THREE (03) MONTHS PERIOD IMMEDIATELY PRECEDING TO THE EVENT GIVING RISE TO SUCH A CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.
TERM AND TERMINATION
1. The license to use, and access the Services is granted to the Licensee for a subscription period selected by the Licensee from the Licensee’s website (” Initial Subscription Term “) and unless Licensee’s subscription is terminated in accordance with these Terms, Licensee’s subscription shall automatically be renewed for a period of similar duration as that of the Initial Subscription Period (each ” Renewal Term “). The Initial Subscription Term and /or each Renewal Term shall be collectively referred to as the (” Subscription Term “). The Subscription Term shall be effective from the actual date of Licensee’s subscription to the Services.
2. The Licensee may terminate these Terms without cause, by giving a written notice of thirty (30) days to the Licensor. However, the Licensee shall not be entitled to any refund of the Subscription Fees for the remainder of the Subscription Term.
3. Either Party may terminate these Terms in the event that (i) the other Party is in default of any of its material obligations hereunder and such default is not remedied within sixty (60) days of receipt of written notice thereof or (ii) the other Party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, proceedings are instituted by the other Party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, a receiver, liquidator or trustee is appointed in respect of any property or assets of the other Party or an order is made for the liquidation, dissolution or winding up of the other Party.
4. Upon the expiry of the Subscription Term or any termination of these Terms, the Licensee’s right to use the Platform and Services shall immediately cease and at the Licensor’s discretion, the Licensee will return/ delete/ destroy any materials (including any copies of Platform) provided by the Licensor to the Licensee.
Each Party agrees that it will not, during the term of these Terms and for a period of one year after the termination or expiration of these Terms, directly, solicit the services of (for employment, consulting or otherwise), accept the services of, or employ or engage any person who is now employed by the other Party.
These Terms will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a Party merely because that Party (or the Party’s legal representative) drafted these Terms. The headings, titles, and captions contained in these Terms are merely for reference and do not define, limit, extend, or describe the scope of these Terms or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in these Terms includes the masculine, feminine, and neutral, and (b) the word “including” means “including, without limitation”.
Neither Party will be in default or liable for any delay or failure to comply with these Terms (other than any payment of money) due to any act beyond the control of the affected Party, excluding labour disputes, provided such Party immediately notifies the other.
If any provision of these Terms is determined to be invalid, illegal or unenforceable in any respect, including because of the duration thereof, the area covered thereby, or the types of activities restricted thereby, by a court of competent jurisdiction (i) the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and (ii) the court of competent jurisdiction making such determination shall have the power to reduce the duration and/or area of such provisions or types of activities restricted and/or to delete specific words or phrases and in its reduced form such provision shall then be enforceable. The Parties may acting in good faith adopt any and all actions required to cause such invalid, illegal and unenforceable provision to be valid and enforceable, or, alternatively, to reach an agreement in relation to said null provision whereby each of the Party receives, as far as possible, substantially the same benefits and obligations based on valid provisions, provided that these Terms is not enforced in a form that materially affects the commercial agreement between the parties.
ASSIGNMENT AND DELEGATION
The Licensee shall not assign these Terms. The Licensor may assign these Terms in conjunction with the sale of substantial assets, divestiture, merger or amalgamation, or to its affiliate, and may delegate or subcontract its duties. Any unauthorized assignment of these Terms is void.
The Licensee provides the Licensor with permission to use the Licensee’s name or logo for promotional purposes or otherwise publicly announce or comment on these Terms without prior written consent from the Licensee.
Failure to exercise, or any delay in exercising, any right or remedy provided under these Terms shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall preclude or restrict the further exercise of that or any other right or remedy.
These Terms and all rights and obligations under these Terms shall in all respects be governed by and construed and enforced in accordance with the laws of India and the courts of Pune shall have an exclusive jurisdiction to adjudicate any subject matter under these Terms.
The Licensor shall have the right to audit the Licensee’s use of the Services during business hours and upon 5 days prior notice in order to verify that the Services are being used in compliance with these Terms.
These Terms constitute the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of these Terms, and may not be amended, supplemented, varied or otherwise changed except in writing. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of these Terms. Each Party acknowledges that, in entering into these Terms, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in these Terms. These Terms may be modified in writing specifically referencing these Terms and any such modifications must be signed by both the Parties.
Schedule A – Description of the Platform
Codegrip is an automated code review SaaS platform that helps developers to save time in code reviews and to tackle technical debt efficiently. On an average, developers spend 10%-20% of their time reviewing code.Codegrip help you to save time and money by automating the review process, It helps you to:
- Makes sure that your code undergoes various tests to find out Bugs, Code Smells and Vulnerabilities on each developer commit.
- Not just know the number of issues in the code, but also to see where they are located in your code.
- Know about the duplicacy percentage in the code along with duplicated blocks, files and lines.
- Find out low level of estimates for solving the issues.
Overall, Codegrip provides advanced code metrics on the health of a project and on the performance of teams.
|User Limit||Upto 2 Users||Upto 100 Users||Upto 1000 Users||Unlimited User|
|Access||Cloud access||Cloud access||Cloud access||Cloud access|
|Billed Monthly||$0 per user/month||$15 per user/month||$10 per user/month||Custom|
|Billed Annually||$0 per user/month||$12 per user/month||$7.5 per user/month||Custom|
|Trial||Free||7 days trial (no credit card required)||7 days trial (no credit card required)||NA|
|Dashboard||PM Dashboard||CxO and PM Dashboards||CxO and PM Dashboards||CxO and PM Dashboards|
|Source Controls||Source Controls : Git Hub, Bit Bucket, Git Lab, Git URL||Source Controls : Git Hub, Bit Bucket, Git Lab, Git URL||Source Controls : Git Hub, Bit Bucket, Git Lab, Git URL||Source Controls : Git Hub, Bit Bucket, Git Lab, Git URL|
|Recommendations||NA||Fixes Recommendations||Fixes Recommendations||Fixes Recommendations|
|Repos||Public and Private Repo||Public and Private Repo||Public and Private Repo||Public and Private Repo|
|Code Duplication||File mentions for duplication blocks||Full Code view to check duplication blocks and coverage||Full Code view to check duplication blocks and coverage||Full Code view to check duplication blocks and coverage|
|NA||NA||Phone Support||Phone Support|
|NA||Email Support||Email Support||Email Support|
|NA||Chat Support||Chat Support||Chat Support|
|NA||Shared Customer Success||Shared Customer Success||Shared Customer Success|
|NA||Shared Account Manager||Shared Account Manager||Shared Account Manager|
Maintenance and Support:
Support and Maintenance Services are included in the subscription to the Services provided by the Licensor under these Terms and entitles the Licensee to the following: (a) electronic support in order to help Licensee locate and correct problems with the Platform. (b) Bug fixes and Error corrections to the Platform malfunctions in order to bring such Platform into substantial conformity with the Documentation. (c) All the Enhancements to the Platform.
Response and Resolution Goals
The following definitions shall be applicable only for the purpose of this Schedule A:
- “Business Hours” 10am-6pm IST, Monday thru Friday, except holidays.
- “Fix” means the repair or replacement of Platform component to remedy Problem.
- “Problem” means a defect in Platform as defined in Licensor’s Documentation that significantly degrades such Platform.
- “Respond” means acknowledgement of Problem received containing assigned support engineer name, date and time assigned, and severity assignment.
- “Workaround” means a change in the procedures followed or data supplied by the Licensee to avoid a Problem without substantially impairing Licensee’s use of the Services.
|Problem Severity||Response Goals||Resolution Goals|
|Eg. Th Platform is creating a significant impact to the Licensee’s business function preventing that function from being executed.||24 business hours from the reporting of the Problem.||Eg. Upon confirmation of the receipt of the Problem, the Licensor will provide reasonable effort for Workaround or Fix the issue as soon as possible, once the Problem is reproducible or once we have identified the Platform defect.|
Schedule B – Service Level Agreement
The Services will achieve System Availability (as defined below) of at least 99% during each calendar year of the Subscription Term. “System Availability” means the number of minutes in a year that the key components of the Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in these Terms), (c) malicious attacks on the system, (d) issues associated with the Licensee’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver the Services because of acts or omissions of or any Permitted User. The Licensor reserves the right to take the Services offline for scheduled maintenance for which the Licensee has been provided reasonable notice and Licensor reserves the right to change its maintenance window upon prior notice to the Licensee.