Terms of Service

PLEASE READ THESE ENTERPRISE TERMS (“TERMS”) CAREFULLY BEFORE USING THE PRODUCTS OFFERED BY CODEFLASH, INC. (“CODEFLASH”).  BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH CODEFLASH WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS.  IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA CODEFLASH’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY CODEFLASH SHALL BE DEEMED TO BE MUTUALLY EXECUTED.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Order Forms; Access to the Product. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement.  For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations (including capacity limitations) and restrictions set forth on the applicable Order Form) CodeFlash grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the CodeFlash product(s) and/or service(s) specified in such Order Form (collectively, the “Product,” or “Products”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with CodeFlash’s applicable official user documentation for such Product (the “Documentation”).

2. Implementation; Customer Environment. Unless otherwise set forth on an Order Form, the Products will be installed on a computing environment that is provided by and controlled by Customer (the “Customer Environment”).  Upon payment of any applicable fees set forth in each Order Form, CodeFlash agrees to use reasonable commercial efforts to provide standard implementation assistance for the Product only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). Customer acknowledges and agrees that (a) Customer will provide CodeFlash with access to the Customer Environment to allow CodeFlash to engage in any activity or action relating to Implementation Assistance, and CodeFlash shall not be responsible for any issues that arise from failure to provide such access; (b) Customer is responsible for ensuring that CodeFlash’s access to the Customer Environment as permitted hereunder does not conflict with or violate any agreement between Customer and any third party (including without limitation any third party hosting provider with respect to the Customer Environment); (c) CodeFlash does not host the Customer Environment into which the Customer Cloud Services are deployed or in which Customer Data (as defined below) may be stored; and (d) Customer is solely responsible for the Customer Environment, including without limitation security, backup, and disaster recovery with respect thereto. If CodeFlash provides Implementation Assistance in excess of any agreed-upon hours estimate, or if CodeFlash otherwise provides additional services beyond those agreed in an Order Form, Customer will pay CodeFlash at its then-current hourly rates for consultation.

3. Support; Service Levels. Subject to Customer’s payment of all applicable fees, CodeFlash will provide support and maintenance for each Product in accordance with CodeFlash’s then-current standard support and maintenance policies.

4. Product Updates. From time to time, CodeFlash may provide upgrades, patches, enhancements, or fixes for the Products to its customers generally without additional charge (“Updates”), and such Updates will become part of the Products and subject to this Agreement; provided that CodeFlash shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that CodeFlash may make improvements and modifications to the Products at any time in its sole discretion; provided that CodeFlash shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes. Customer acknowledges and agrees that (i) in the course of providing Updates to particular Products, CodeFlash may cease supporting older versions of such Products, and (ii) if Customer fails to apply any such Updates, then the Products may no longer function until such Updates have been applied.

5. Ownership; Feedback. As between the parties, CodeFlash retains all right, title, and interest in and to the Products, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by CodeFlash for the purposes of this Agreement, including any copies and derivative works of the foregoing (excluding, for the avoidance of doubt, Customer Data and Outputs (each as defined below)).  Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Products” and subject to all of the terms and conditions of this Agreement.  No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.  Customer may (but is not obligated to) provide suggestions, comments or other feedback to CodeFlash with respect to the Product (“Feedback”). CodeFlash acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind.  Notwithstanding anything else, Customer shall, and hereby does, grant to CodeFlash a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.

6. Fees; Payment. Customer shall pay CodeFlash fees as set forth in each Order Form (“Fees”).  Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law.  Customer shall be responsible for all taxes associated with Product (excluding taxes based on CodeFlash’s net income).  All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) CodeFlash shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at CodeFlash’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the section entitled “Term; Termination”, below, such renewal shall include the additional fees for such excess users and usage.

7. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Product (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Product; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Product; (iv) use the Product for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Product or any portion thereof; (vi) use the Product to build an application or product that is competitive with any CodeFlash product or service; (vii) interfere or attempt to interfere with the proper working of the Product or any activities conducted on the Product; or (viii) bypass any measures CodeFlash may use to prevent or restrict access to the Product (or other accounts, computer systems or networks connected to the Product). Customer is responsible for all of Customer’s activity in connection with the Product, including but not limited to uploading Customer Data (as defined below) onto the Product.  Customer (a) shall use the Product in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Product (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Product in a manner that violates any third party intellectual property, contractual or other proprietary rights. 

8. Customer Data. For purposes of this Agreement, (i) “Customer Data” means any data, information or other material provided, uploaded or submitted by Customer to the Product in the course of using the Product, and (ii) “Usage Data” means usage statistics and similar information regarding Customer’s use of the Products (solely in anonymized format).  Certain functionality of the Products may require that the Customer Data be uploaded or provided to one or more third party vendors of CodeFlash (e.g., generative AI providers) (“Models”), and any outputs from such Models that are provided via the Products, such as code suggestions (collectively, “Outputs”), shall also be considered Customer Data.  Customer acknowledges and agrees that the functionality of the Products does not require that Customer provide the Models with any Customer Data that constitutes personal data or personally identifiable information (and Customer will not provide any such Customer Data).  CodeFlash shall use commercially reasonable efforts to maintain the security and integrity of the Product and the Customer Data.  As between the parties, Customer owns and shall retain all right, title and interest in and to the Customer Data (including all Outputs), and all intellectual property rights therein.  Customer, not CodeFlash, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to the Products as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). CodeFlash is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Product unless such access is due to CodeFlash’s gross negligence or willful misconduct.  Customer is responsible for the use of the Product by any person to whom Customer has given access to the Product, even if Customer did not authorize such use.  Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent.  Notwithstanding anything to the contrary, Customer acknowledges and agrees that CodeFlash may (i) internally use and modify (but not disclose) Customer Data and Usage Data for the purposes of (A) providing the Product to Customer, and (B) generating Aggregated De-Identified Data” (as defined below), and (ii) freely use, retain and make available Usage Data and Aggregated De-Identified Data for CodeFlash’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing CodeFlash’s products and services). “Aggregated De-Identified Data” means data submitted to, collected by, or generated by CodeFlash in connection with Customer’s use of the Service, but only in aggregate, de-identified form which can in no way be linked specifically to Customer. 

9. AI Terms. Customer acknowledges and agrees that (i) certain code and other information generated by the Products (including Outputs) may be generated through use of artificial intelligence, (ii) artificial intelligence and machine learning are rapidly evolving fields of study, and given the probabilistic nature of machine learning, use of the Products may in some situations result in incorrect or inaccurate code or information, (iii) Customer must verify the accuracy and appropriateness of any code or information that provided by the Products (including Outputs) before relying on any such code or information, (iv) relying upon any code or information generated through the Products without first verifying the accuracy of such code or information with a qualified human could cause harm, including but not limited to legal, financial, and physical harm, and (v) Customer will not include any unnecessary or deceptive inputs in connection its use of the Products (including in an attempt to steer the Products to generate inaccurate results).

10. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms.  For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, CodeFlash may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with CodeFlash’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) CodeFlash shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, CodeFlash shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) CodeFlash shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. Upon termination or expiration of any Order Form Term or this Agreement, Customer shall immediately cease use of the applicable Products and will delete all Products from the Customer Environment. Customer acknowledges that the Products may incorporate functionality which disables or otherwise limits Customer’s use of the Products beyond any applicable Order Form Term and/or in excess of any applicable capacity limitations (and Customer agrees not to interfere with the normal operation of any such functionality). All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

11. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) the Customer Data or Customer’s use of the Product (in the case of Customer as Indemnitor), or (ii) the Product (in the case of CodeFlash as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right or violate applicable laws.  Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).  The foregoing obligations of CodeFlash do not apply with respect to the Product or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by CodeFlash (including without limitation any Customer Data or Outputs), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by CodeFlash, (iv) combined with other products, processes or materials not provided by CodeFlash (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Product is not strictly in accordance herewith.

12. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCTS (INCLUDING WITHOUT LIMITATION, ALL OUTPUTS) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (I) ANY WARRANTY THAT THE OUTPUTS ARE NON-INFRINGING OR CONSTITUTE PROTECTABLE INTELLECTUAL PROPERTY, (II) THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND (III) ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. 

13. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 7, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO CODEFLASH HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

14. Miscellaneous. This Agreement (including all Order Forms) represents the entire agreement between Customer and CodeFlash with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and CodeFlash with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) CodeFlash may utilize subcontractors in the performance of its obligations hereunder. Customer agrees that CodeFlash may use Customer’s name and logo to refer to Customer as a customer of CodeFlash on its website and in marketing materials. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.  The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

CodeFlash Services Agreement PLEASE READ THESE TERMS ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY CODEFLASH, INC. ("CODEFLASH").
BY ACCESSING OR USING THE CODEFLASH SERVICES, YOU ("CUSTOMER") AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOUARE ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE CODEFLASH SERVICES.

‍1. Access to the ServicesSubject to Customer’s compliance with this Agreement (including limitations set forth in any OrderForm), CodeFlash grants Customer a non-exclusive, non-transferable, non-sub licensable, limited right to internally access and use theCodeFlash Services for its internal business purposes during the applicable Term, in accordance with CodeFlash’s official user documentation (“Documentation”).
‍2. Implementation; CustomerEnvironmentThe Services will be deployed onCustomer’s own environment ("Customer Environment"). Upon payment of applicable fees (as set forth on CodeFlash’s website oran Order Form), CodeFlash will provide implementation using standard methods. Any additional implementation assistance (“ImplementationAssistance”) must be mutually agreed to in writing and may be subject to additional Fees.
‍3. Support; Service LevelsSubject to full payment of applicable Fees, CodeFlash will provide support and maintenance in accordance with its then-current standard support policies.
‍4. Service UpdatesCodeFlash may provide updates, patches, or enhancements ("Updates") at no additional charge. Updates are part of the Services and governed by thisAgreement. CodeFlash may: Improve or modify the Services with reasonable prior notice; Discontinue support for older versions; Require updates to maintain functionality.
‍5. Ownership and FeedbackAll intellectual property rights in the Services, software, Documentation, and related items(collectively, “Services IP”), excluding Customer Data andOutputs, are owned by CodeFlash or its licensors. No ownership rights are transferred to Customer. Distributed software remains part of theServices IP.Customer may provide suggestions or feedback (“Feedback”), which CodeFlash may use freely under anon-exclusive, worldwide, irrevocable, royalty-free, sub licensable license.
‍6. Fees, Payment & Taxes Fees are listed on the CodeFlash website or in applicable Order Forms. Unless otherwise stated: Invoices are issued monthly in advance; Payment is due within 30 days; Past-due amounts accrue interest at 1.5% per month or the maximum legal rate; All Fees are non-refundable; Overage usage will be invoiced pro-rata and may be included in renewals. Fees exclude all applicable taxes. Customer is responsible for all taxes (excluding those based on CodeFlash’s net income). Withholding taxes must be paid by Customer without reducing the amount paid to CodeFlash.
‍7. RestrictionsCustomer may not, and may not permit others to: Reverse engineer the Services or attempt to discover source code; Modify, copy, or create derivative works; Lease, sublicense, timeshare or transfer the Services; Use the Services for third parties; Remove proprietary notices; Build competing products or services; Interfere with Services’ operations or security.Customer must comply with allapplicable laws and not use the Services to violate third-party rights.
‍8. Confidential InformationEach party agrees to protect the other’s confidential information, including CodeFlash’s software, structure, and Documentation, with reasonable care. Confidentialinformation may be shared with employees or contractors underappropriate nondisclosure obligations. Disclosure required by law ispermitted with advance notice and cooperation in seeking protectivemeasures.
The parties agree that unauthorized disclosure maycause irreparable harm and entitle the disclosing party to injunctiverelief.
‍9. Customer Data “Customer Data” includes any data submitted by Customer. “Usage Data” means anonymized analytics or performance data. AI-generated Outputs are considered Customer Data.Customer agrees not to submitpersonal data and acknowledges: CodeFlash is not liable for unauthorized access unless due to gross negligence; Customer Data and Outputs  may be deleted after 90 days; Aggregated and anonymized data, including Usage Data, may be used for CodeFlash’s business purposes.
‍10. AI TermsCustomer acknowledges: Outputs may be AI-generated and may contain errors; Outputs must be independently verified; Inputs must not be deceptive or abusive.
‍11. Term, Termination, andSurvival This Agreement begins upon first use and continues until terminated or expiration (“Term”). Each Order Form: Begins on its effective date; Renews automatically unless canceled with 30 days’ notice. Either party may terminate for material breach with 30 days’ notice and an opportunity to cure. CodeFlash may suspend Services: If payments are 60+ days overdue; If Customer’s use degrades the Services or poses security risks. Upon termination or expiration, allCustomer rights cease. Customer must delete all copies of theServices and Confidential Information. Sections of this Agreement intended to survive termination shall remain in effect.
‍12. IndemnificationEach party will indemnify the other for third-party claims arising from: Customer’s use of the Services or Customer Data; CodeFlash’s provision of Services or Outputs.CodeFlash indemnifies Customer for claims that the Services infringe a valid U.S. intellectual property right, excluding claims arising from: Unauthorized modifications; Combination with third-party products not approved by CodeFlash; Use beyond the scope of the Agreement.In the event that Codeflash believes that any such intellectual property claim is likely to occur, Codeflash may, at its sole option and expense, either (i) secure for Customer the right to continue using theServices, (ii) modify or replace the Services so that it does not infringe, or (iii) require that Customer cease using the Services and refund the sums paid therefor for Services unperformed. THE PROVISIONS OF THIS SECTION STATE THE SOLE, EXCLUSIVE AND ENTIRE LIABILITY OF CODEFLASH TO CUSTOMER AND CUSTOMER’S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.   The indemnifying party may not settle any claim that adversely affects the indemnified party without prior written consent, which will not be unreasonably withheld. Indemnification is subject to: Prompt notice; Control of the defense; Reasonable cooperation.
‍13. Disclaimer of WarrantiesEXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES,INCLUDING IMPLIED WARRANTIES OF: NON-INFRINGEMENT; MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE.CodeFlash uses reasonable efforts to ensure the Services are free from malware or harmful code.
‍14. Limitation of LiabilityTO THE MAXIMUM EXTENT PERMITTED BYLAW, NEITHER PARTY SHALL BE LIABLE FOR: INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (e.g., lost profits, loss of data); AMOUNTS EXCEEDING FEES PAID BY CUSTOMER IN THE 12 MONTHS PRIOR TO THE EVENT.If no Fees were paid, CodeFlash’s liability is limited to $150.
Exceptions: Claims relatedto confidentiality, indemnification, ownership, or Customer’sbreach of Section 7 (Restrictions) are not subject to the abovelimits and injunctions may be brought in such cases and for misuse ofthe Services.
‍15. Compliance with LawBoth parties agree to comply withall applicable laws, including export, data protection, and privacylaws. Customer represents that its content  and use does not violatelaws or third-party rights and agrees not to export Services tosanctioned regions or entities.
‍16. Government UseThe Services are “commercialitems” under 48 C.F.R. 2.101 and are provided to U.S. Governmentusers only with those rights specified in this Agreement, consistentwith 48 C.F.R. 12.212 and 227.7202.
‍17. Miscellaneous
‍Governing Law: California law governs this Agreement.
‍Venue:    Exclusive jurisdiction lies in San Francisco, California.
‍Notices:    Must be in writing and sent to the addresses in the Order Form or CodeFlash website, including email notice.
‍Force Majeure: Neither party is liable for delays due to causes beyond reasonable control (e.g., natural disasters, acts of war, government action, cyberattacks).
‍Assignment: Not permitted without written consent, except to affiliates or successors.
‍Marketing: CodeFlash may reference Customer name/logo unless instructed otherwise.
‍Legal Fees: Prevailing party in litigation may recover reasonable fees.
‍Severability: Invalid provisions will be modified to be enforceable.
‍Third-Party Beneficiaries: None, unless explicitly stated.
‍UCC/UCITA: This Agreement is for services; UCC, UCITA, and similar statutes do not apply. International Sales: The UN Convention on Contracts for the International Sale of Goods does not apply.
‍Dispute Resolution: Exceptfor injunctive relief, disputes shall be submitted to bindingarbitration under the AAA Commercial Arbitration Rules before onearbitrator.
Waiver of Jury Trial: EACH PARTY WAIVESTHE RIGHT TO A JURY TRIAL.

Date updated 7/23/25