Qodo General Terms of Service

Last Updated: September 29, 2024

CODIUM LTD. AND ITS AFFILIATES (dba Qodo – “WE”, “OUR”, “US”, “Company” OR “QODO”) ARE HAPPY TO PROVIDE YOU (“CUSTOMER” OR “YOU”) WITH OUR SERVICES, AND WELCOME YOU TO OUR PLATFORM AND OUR WEBSITE AVAILABLE AT https://www.qodo.ai/ (THE “WEBSITE”). THE FOLLOWING TERMS OF SERVICE (THESE “TERMS”) STIPULATE THE TERMS AND CONDITIONS OF OUR PROVISION OF THE SERVICES AND YOUR USE OF THE SERVICES AND PLATFORM. THE SERVICES AND PLATFORM ARE PROVIDED SOLELY FOR YOUR OWN USE. BY ACCEPTING THESE TERMS ELECTRONICALLY, BY SUBSCRIBING TO THE SERVICES, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY ACCESSING OR USING OUR PLATFORM, YOU AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “YOU” OR “CUSTOMER” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE LEGAL ENTITY THAT YOU REPRESENT DOES NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS OR USE THE SERVICES OR PLATFORM. AN “AFFILIATE” OF A PARTY MEANS AN ENTITY CONTROLLED BY, OR UNDER COMMON CONTROL WITH, SUCH PARTY.

Certain features of the Website or the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features, including, without limitation, our Pricing page setting our different subscription plans available at https://www.qodo.ai/pricing/, our Privacy Policy available at https://www.qodo.ai/privacy-policy, and our Acceptable Use Policy available at http://qodo.ai/acceptable-use-policy. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

If You subscribed to Qodo under the Enterprise subscription plan and above or entered into an offline order form with Qodo, these Terms will not apply to such use which will instead be governed by the Qodo Business Terms of Service available at http://qodo.ai/business-terms-of-service.

License; Services; Account
1. Subject to Your compliance with these Terms (including the payment of any Fees), Qodo grants You (in accordance with the number of seats agreed between You and Qodo – “Users”) a personal, non-exclusive, non-transferable, non-sublicensable (other than to Your Users), time limited (to the subscription term), revocable right and license to use and access the Website, Services and Platform, solely for Your internal business purposes.
2. Customer must register and establish an account with Qodo in order to use the Services (the “Account”). By registering an Account, You represent that (1) You are entitled to disclose the information provided in such registration, without breach of any obligations or violation of any rights of third parties; and (2) if you are an individual or an individual accepting these Terms on behalf of a legal entity, that you are at least 18 years old or of sufficient legal age to accept these Terms in accordance with the laws of your jurisdiction. Subject to the terms and conditions of these Terms, Qodo shall provide Customer with its AI-powered code integrity services in accordance those specific Qodo products and features subscribed to by Customer (the “Services”) through its proprietary technology as hosted on a third-party cloud service (the “Platform”).
3. You may register an Account by logging into your account with certain third-party service accounts (“SSO”) including, but not limited to, Google and GitHub (each such account, a “Third-Party Account”), as described below. As part of the functionality of the Services, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Qodo through the Service; or (ii) allowing Qodo to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By registering an Account through an SSO, You represent that you are entitled to disclose your Third-Party Account login information to Qodo and/or grant Qodo access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Qodo to pay any fees or making Qodo subject to any usage limitations imposed by such third-party service providers.
4. To enable delivery of the Services in accordance with these Terms, Customer must allow Qodo’s IP addresses and servers to access Customer’s cloud assets and/or virtual private cloud, as applicable.
5. You must manage and secure all login credentials used by Users in connection with their use of the Services and Platform and protect the same against unauthorized use or disclosure.
6. You acknowledge that certain software components of the Services may be covered by open-source licenses promulgated by the Open-Source Initiative or by the Free Software Foundation (“Open-Source Component”). If such open-source license prohibits any of the restrictions in these Terms, such restrictions will not apply to such Open-Source Components. You will comply with the applicable license terms governing such Open-Source Components.
7. You must not misuse the Services. Without detracting from the generality of the foregoing, except as otherwise expressly permitted in these Terms or by Us in writing, with respect to the Website, the Services, the Platform or any content and documentation made available by Qodo on the Website, Platform or other mediums in connection with the aforementioned (the “Qodo Content”), and you must not, nor attempt, assist or permit anyone else to (a) make available or use the Qodo Content or for the benefit of any third party; (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Website, the Services, the Platform or the Qodo Content for any commercial purposes; (c) use the Website, the Services, the Platform or the Qodo Content, to transmit any illegal, immoral, unlawful and/or unauthorized materials, or interfere with or violate users’ rights to privacy and other rights, or harvest or collect Personal Data (as defined below) without their express consent or other legal basis; (d) use the Website, the Platform or the Services, to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other malicious or harmful computer code, file, or program; (e) interfere with or disrupt the integrity, performance or operation of the Website, the Services, the Platform or any part thereof, including any servers or networks provided by third party service providers; (f) attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Website, the Platform or the Services; (g) copy, modify, distribute, create derivative works (other than Output), translate, port, reverse engineer, decompile, or disassemble the Website, the Platform, the Services or the Qodo Content, or any material that is subject to our proprietary rights, including without limitation for non-internal or commercial purpose (h) simulate or derive any source code or algorithms from the Website, the Platform, the Output or the Services, or use them to build or train a competitive product or service; (i) misrepresent or impersonate any person or entity, or falsely state your affiliation, or express, imply that we endorse you in any manner, or represent or distribute inaccurate information about the Website, the Platform or the Services; (j) except as specifically permitted in writing by Qodo, use the name, trademarks, trade-names, and logos of Qodo, or remove the copyright, trademark or other proprietary notices contained on or in the Platform, Services or Qodo Content; (k) other than in the Output, represent that you possess any proprietary interest in the Platform, Services, Qodo Content, or any part or derivative thereof; and/or (l) use the Services, the Platform, the Qodo Content or the Output in violation of Qodo’s Acceptable Use Policy.
8. Any use of the Services in breach of these Terms, that in our reasonable judgment threatens the security, integrity or availability of the Services or of Qodo’s or its licensors’ intellectual property rights associated with, arising out of or integral to the Services or Platform, may result in immediate suspension of your access to the Services or Platform. You agree to notify us immediately if you become aware of any unauthorized use of the Services or Platform. You are responsible for any and all actions taken through use of your accounts and passwords.
Representations and Warranties
You hereby represent and warrant that: (i) you will access and use the Website, the Platform and the Services in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries) and the terms and conditions of these Terms of Service; (ii) you have all consents, rights and authority to provide and submit any and all information provided and submitted by you, including any Input and Customer Data (as such terms are defined below).
Fees and Payment
1. Certain Services shall be made available to you free of charge (subject to Qodo’s right to modify the Fees as set out under these Terms). If we charge any fees for Services (the “Fees”), the charges for such Services, and any additional terms and conditions applicable thereto will be detailed in the applicable online description or subscription plan of such Services.
2. You will pay, and You authorize Qodo or Qodo’s billing service providers, resellers or vendors (if applicable) to charge using your selected payment method for all Fees with respect to Services subscribed to by You. Fees are non-refundable except as expressly agreed by Qodo in writing or required by law. Charges will be made either in advance or in arrears as provided in the specific Service terms or the applicable subscription plan, and are made either monthly, annually or in any other billing frequency or method offered by Qodo or its applicable reseller or vendor and selected by You.
3. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information. Billing may be performed by a third party service provider of Company.
4. Our fees do not include taxes, levies or duties, such as value added tax, GST and any other similar charges. We will charge tax if we are legally required to do so.
Intellectual Property Rights; Feedback
1. Prompts or other input you provide to the Platform for the generation of Output (the “Input”) shall be considered Customer Data and subject to the provisions of Section 4.3. In addition, Qodo relinquishes all rights it might have in output generated by the Platform based on Customer’s Input (the “Output”) and shall assign to Customer all its right, title and interest in and to the Output, without making any representation or warranty as to the nature of such rights, title and interest, to the maximum extent permitted by law and any third party licenses governing information uploaded to the Platform (including any Open-Source Component), and subject to Customer’s compliance with these Terms of Service, including Section 1.7 herein. You acknowledge that due to the nature of machine learning and the underlying models of the Services, the Services may generate similar or identical output for users providing similar content or input and understand that such output generated for other users will not be owned by you.
2. Other than the Customer Data, all intellectual property rights in and to the Website, Platform, Services, Qodo Content, and any part thereof, including anyand all derivatives, changes and improvements thereof lie exclusively with Qodo and its licensors.
3. All intellectual property rights in any information, materials or Confidential Information provided by Customer to Qodo or pulled by Qodo from the Accountin connection with the Services, including any modifications, enhancements and derivatives thereof (collectively, “Customer Data”) lie exclusively with Customeror its licensors (for the avoidance of doubt, not including any Usage Data or Aggregated Data).
4. Customer hereby grants to Qodo and its Affiliates a non-exclusive, royalty-free, limited (during your engagement with Qodo), worldwide license to use allCustomer Data provided to Qodo in connection with these Terms, to (i) permit Qodo to provide the Services to Customer as set forth in these Terms and (ii) totrain and improve the Platform’s and Services’ performance and to develop new products and services, all subject to Qodo’s compliance with applicable law andprivacy regulations.
5. Notwithstanding anything to the contrary under these Terms or their schedules, Qodo reserves the right to monitor the performance and use of the Website andPlatform by Customers and collect data in connection therewith (the “Usage Data”). Qodo may combine this Usage Data with other data (including anonymizedelements of Customer’s data stored on or shared with the Platform or Website), and use such combined data, or a subset thereof, in an aggregate and anonymousmanner (the “Aggregated Data”). Customer agrees that Qodo may collect, use and publish such Aggregated Data; provided, however, that such usage shall not,directly or indirectly, identify Customer, its Users or any individual, or contain Customer’s Confidential Information.
6. To the extent You provide us any feedback, input, comments or suggestions regarding the design, functionality or operation of the Website, Services orPlatform (“Feedback”), we will own all rights in the Feedback and may freely use and incorporate the Feedback into the Services or any of our current or futureproducts or services.
Copyright Infringement Claims
Qodo takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If You believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated address to receive DMCA Notices is:

Codium Ltd. (dba Qodo)

HaArba’a 28 Tel Aviv, Israel

[Copyright complains email]

Attn: Copyright agent

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Note that it is Qodo’s policy in appropriate circumstances to disable and/or terminate the Accounts of users who are repeat infringers.
Privacy
To the extent Qodo processes the personal data of Customer or its Users, as such term is defined under applicable privacy laws (“Personal Data”), Qodo will process Your Personal Data in accordance with our Privacy Policy. You will not share Personal Data with the Platform as Input, nor will share with us any “protected health information” or Personal Data which constitutes “sensitive Personal Data” under applicable law without Our prior written consent and the appropriate agreements in place.
Third Party Services & Links
As part of Your use of the Services, Qodo may provide You with various enabled features and functionalities which involve and require integrations with third parties, including third party AI foundation models used to generate Output in conjunction with the Services. Such third party services are beyond Qodo’s control and Customer’s use of such third party providers will be done pursuant to such third party providers’ own agreements, terms and conditions, privacy and other policies. Customer acknowledges and agrees that the operation of the third party services may impact, or be impacted by, the use and reliability of the Services. Customer’s interaction and use of such third party services in connection with the Services does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Qodo, or by such third party of Qodo, and nor any affiliation between them. Qodo does not assume any responsibility or liability for any third party services (including any third party AI foundation models), or any third party’s terms of use, privacy policies, actions, omissions, or practices.

Similarly, the Website may contain links to websites or pages that are not maintained by Qodo. Links to third party websites are provided for your convenience and information only. Such third party websites are not under the Company’s control and the Company is not responsible for nor does it endorse the content or accuracy of those sites or the products or services offered on or through them.
Confidentiality
1. To the extent Confidential Information of a party is disclosed during the performance of the Services, the receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein;(ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under these Terms; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief. Subject to any provisions to the contrary in any non-confidentiality agreement between you and Qodo, the confidentiality obligations hereunder shall expire three (3) years from the date of termination or expiration of these Terms.
2. For the purposes hereof, “Confidential Information” means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms and/or any use of or reference to the Confidential Information.
Disclaimer; Limitation of Liability; Indemnification
1. QODO PROVIDES THE WEBSITE, PLATFORM, QODO CONTENT AND SERVICES (INCLUDING THE OUTPUT GENERATED THROUGH THE SERVICES) TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND QODO EXPRESSLY DISCLAIMS ALL WARRANTIES – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. QODO FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER IS SOLELY RESPONSIBLE FOR THE CUSTOMER DATA AND SHOULD EVALUATE THE ACCURACY OF THE OUTPUT IN EACH CASE, INCLUDING BY CONDUCTING HUMAN REVIEW AS NECESSARY.
2. IN NO EVENT WILL QODO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, TO THE SERVICES OR TO THE PLATFORM EXCEED THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
3. You will indemnify, defend, and hold harmless Qodo, its Affiliates, and their respective shareholders, resellers, vendors, employees and agents from and against all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party alleging that the Customer Data, Input, Output or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law.
Term; Termination
1. Subject to this Section 10 and to any specific subscription terms set out in your subscription plan and/or on the Website, these Terms will remain in full force and effect while you use the Platform or Services. You may stop using the Services at any time and you may delete your Account. We may (a) suspend your rights to use the Platform and/or Services (including your Account) or (b) terminate these Terms, your Account and your subscription to the Services, at any time for any reason at our sole discretion, including for any use of the Website or Services in violation of these Terms, provided that, in the event we terminate your Account or subscription not due to Your breach or a breach by Your Users, we will refund you pro-rated and unused portion of any prepaid Fees for Services that were not rendered.
2. Subject to your subscription plan, we will automatically renew your subscription to any Services for the same subscription period. To cancel such automatic renewal, you must unsubscribe to such Service at least 14 days prior to the end of the applicable subscription period, or as otherwise stated in the online subscription plan or description of the Services. Cancellation will take effect immediately and you will not be charged again.
3. Upon termination of Your subscription to these Terms, your Account and You and Your Users’ right to access and use the Website and Services will terminate immediately. You understand that any termination of your Account may involve deletion of your Customer Data associated therewith from our Website, Services, and Platform. Qodo will not have any liability whatsoever to you for any termination of these Terms, including for termination of your Account or deletion of Your Customer Data. All terms and provisions of these Terms, which by their nature are intended to survive any termination or expiration of these Terms, will so survive, including Sections 4-9, 11 and 14.
Notices
All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by email transmission with written confirmation of receipt, addressed to the address set forth on the signature page or to such other address as any party hereto may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given 3 calendar days after posting.
Publicity
Qodo may use Customer’s name and logo in publication of Qodo’s customers. In addition, Qodo, may, subject to Customer’s prior approval of the content, issue success stories, publicity or general marketing communications concerning its involvement with the Customer.
Modifications
1. These Terms (and any schedule thereof or document or policy incorporated herein, subject to their specific amendment terms) and the scope, price and specifics of the Services may be subject to periodical modifications, revisions or amendments, with or without notice, at our sole discretion; We encourage you to review the Terms regularly. The last revision will be reflected in the “Last Updated” heading.
2. Your continued use of our Website, the Platform, the Qodo Content or the Services following any such amendments will be considered as your consent to the amended Terms. At all times, the latest version of these Terms shall be binding and prevail over any other version.
3. Notwithstanding the foregoing, any price updates made unilaterally by Qodo will only apply following the commencement of Customer’s next billing cycle, as set out in your subscription plan with Qodo (for example, if Customer subscribed to a monthly plan, the price update will commence on the month following the one in which the update is made).
General
1. These Terms (including agreement, policy or document incorporated herein) constitute the entire agreement between Qodo and Customer and supersede any previous agreements or representations, either oral or written, with respect to the subject matter of these Terms.
2. Customer shall not transfer or assign its rights or obligations under these Terms to any third party. Any purported assignment contrary to this section shall be void. Qodo may freely assign these Terms and its rights and obligations under these Terms upon written notice to Customer (including by a Website or in-Platform notice).
3. Nothing in these Terms shall be construed as creating any employment, agency, partnership, trust arrangement, fiduciary relationship, or any other form of joint enterprise between you and Qodo.
4. If any part of these Terms is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect.
5. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of these Terms or to exercise any rights or remedies under these Terms or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance.
  If you are located outside North America, then these Terms are governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the courts of Tel Aviv, Israel, provided that if are located in North America, then these Terms shall instead be governed by the laws of the State of New York, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be subject to the exclusive venue and personal jurisdiction of the courts located in the State of New York. The United Nations Convention on Contracts for the International Sale of Goods will not apply.