Effective Date: April 23, 2025

This Terms of Service agreement (the “Agreement”) governs the use and access of all Kodezi Inc. (“Kodezi,” “we,” “our,” or “us”) services by the individual or entity (“you” or “Customer”) who registers, subscribes, or otherwise uses any Kodezi services or platforms. By creating an account, completing a subscription order, or otherwise accessing the Service, you agree to the terms outlined herein.

This Agreement constitutes a legal contract between you and Kodezi Inc., a Delaware corporation, and applies to all use of the Kodezi website, products, and services including but not limited to CLI tools, IDE plugins, integrations, APIs, and our online platform (collectively, the “Services”).

You represent and warrant that you have the authority to accept these Terms on behalf of your company or organization, and you agree to be bound by them.

I. The Kodezi Service

1.1. Service Description

Kodezi provides a proprietary software infrastructure platform that enables users to proactively manage, debug, maintain, and evolve source code across development environments. The Services include both self-service and enterprise offerings that integrate with source control, CI/CD systems, observability platforms, and development environments.

Kodezi may offer additional features, tools, analytics dashboards, or professional services under paid plans, as outlined in your selected subscription tier or signed Order Form.

1.2. User Access and License

During the Term and subject to full compliance with this Agreement, Kodezi grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal development operations and business purposes. You may authorize employees, contractors, or affiliated personnel to use the Services on your behalf, provided they adhere to this Agreement.

1.3. Service Availability

Kodezi aims to provide high availability but makes no guarantee of uninterrupted or error-free operation. Scheduled maintenance, urgent fixes, or system upgrades may result in brief service downtime. Notices of scheduled downtime will be provided when practical.

1.4. Feature Modifications and Enhancements

Kodezi may update, add, remove, or modify features of the Services at any time. If a material change substantially limits core functionality of a paid subscription, affected customers will be notified and provided the opportunity to cancel prior to the effective date of change. Continued use of the Services after changes become effective constitutes acceptance of the updated terms.

II. Account Registration and Access

2.1. Account Creation

You must create an account to access most Services. You agree to provide complete and accurate information and to update it promptly if it changes. You are responsible for the security of your account credentials and all activity under your account, including activity by authorized users.

2.2. Security

You must not share login credentials with unauthorized individuals or allow unpermitted access to your account. Kodezi is not liable for losses or damages caused by unauthorized account use unless resulting from a verified breach of our systems.

2.3. Eligibility

You may not use the Services if you are under 13. Users under 18 must have approval from a legal guardian. Use of the Services from jurisdictions subject to U.S. trade restrictions is strictly prohibited.

III. Subscription Terms and Payments

3.1. Subscription Plans and Orders

Kodezi offers both free and paid subscription plans for access to different tiers of the Services. Details regarding plan levels, pricing, included features, billing cycles, and renewal terms are specified on our website or in individual order forms (each an “Order”).

Each paid subscription is valid for the duration specified in the Order (“Subscription Term”) and renews automatically at the end of each Subscription Term unless canceled as outlined below.

3.2. Fees and Payment

You agree to pay all applicable fees in accordance with your selected subscription plan or executed Order. Fees are billed in U.S. dollars unless otherwise stated and are due on the date indicated in your account or Order. Kodezi may suspend access to the Services for late or failed payments.

All payments are non-refundable except as expressly provided in this Agreement.

3.3. Payment Method and Processing

Kodezi uses third-party payment processors (e.g., Stripe) to manage billing. By providing a payment method, you authorize Kodezi to charge that method on a recurring basis in accordance with your subscription. You are responsible for keeping your payment information current and accurate.

3.4. Renewal and Cancellation

Unless otherwise specified in your Order, your subscription will automatically renew at the end of each billing period. You may cancel automatic renewal at any time through your account settings or by providing written notice to billing@kodezi.com prior to the renewal date.

Upon cancellation, your subscription will continue until the end of the current billing period, after which access will be downgraded to the Free Tier (if applicable) or terminated.

3.5. Taxes

You are responsible for paying all applicable taxes, levies, duties, or similar government assessments, excluding taxes based on Kodezi’s income. If required by law, Kodezi will invoice you for applicable taxes and you agree to pay them unless a valid exemption certificate is provided.

3.6. Invoice Disputes

If you believe there is an error in billing, you must notify Kodezi in writing within 60 days of the charge. We will investigate and, if an error is found, issue a credit or refund accordingly. You remain responsible for undisputed portions of the invoice.

IV. Acceptable Use and Conduct

4.1. Acceptable Use Policy

You agree to use the Services solely for lawful purposes and in accordance with this Agreement. You and your authorized users must not use the Services in any manner that:

• Violates any applicable laws, regulations, or third-party rights (including intellectual property and privacy laws);

• Harms, threatens, or harasses other individuals or organizations;

• Attempts to gain unauthorized access to any system, network, or data;

• Disrupts, degrades, or interferes with the integrity or performance of the Services or related systems;

• Circumvents technical limitations, security features, or rate limits of the Services;

• Attempts to use the Services for benchmarking or to develop a competing product.

4.2. Prohibited Activities

Specifically, you must not:

• Access or attempt to access data not intended for you;

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying architecture of the Services;

• Use the Services to store or transmit malicious code, including viruses, trojans, worms, or ransomware;

• Interfere with other customers’ use or access to the Services;

• Mine, scrape, or extract data from the Services without prior written consent from Kodezi;

• Use bots, scripts, or automated systems to interact with the Services outside of our published APIs;

• Impersonate any person or misrepresent your affiliation with any entity.

4.3. Enforcement and Suspension

Kodezi reserves the right to investigate and take action against any use of the Services that violates this section. If, in our sole discretion, your use poses a security risk, is abusive, or could disrupt the functionality of the platform or infringe upon the rights of others, we may:

• Suspend or restrict access to your account;

• Remove or disable access to violating content or configurations;

• Terminate your subscription without refund (if violations are material or repeated);

• Report illegal conduct to the appropriate authorities.

We will attempt to provide notice and an opportunity to resolve violations prior to taking irreversible action, unless urgent harm prevention justifies immediate suspension.

V. Intellectual Property and Feedback

5.1. Ownership of the Services

All components of the Services, including but not limited to software code, algorithms, user interface elements, documentation, analytics dashboards, designs, trademarks, and content provided by Kodezi (collectively, the “Kodezi Materials”) are and shall remain the exclusive property of Kodezi Inc. and its licensors.

Kodezi retains all rights, title, and interest in the Kodezi Materials, including all intellectual property rights, whether registered or unregistered. No rights or licenses are granted to you except as expressly set forth in this Agreement.

5.2. Limited License

During the Subscription Term, Kodezi grants you a non-exclusive, non-transferable, non-sublicensable license to access and use the Services and any associated documentation solely for your internal use in accordance with this Agreement and your applicable subscription tier.

This license does not include:

• The right to modify, resell, redistribute, or publicly display the Kodezi Materials;

• Any transfer of title to the Services or underlying software;

• Use of Kodezi’s trademarks or branding without prior written permission.

5.3. User Content

You retain all ownership rights to any data, code snippets, configuration files, or other content submitted, transmitted, or uploaded to the Services by you or your authorized users (“User Content”).

You hereby grant Kodezi a limited, non-exclusive license to use, reproduce, transmit, and display User Content solely as necessary to provide the Services to you, to comply with legal obligations, and to maintain or improve security, performance, or operational functionality.

Kodezi does not claim ownership over your intellectual property, nor does it use your content for advertising or commercial redistribution.

5.4. Feedback and Suggestions

If you submit feedback, ideas, enhancement requests, comments, or suggestions related to the Services (“Feedback”), you acknowledge that:

• Such Feedback is provided voluntarily and without any compensation;

• Kodezi may freely use, incorporate, and commercialize the Feedback without restriction;

• You hereby grant Kodezi a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate your Feedback into current or future offerings.

Kodezi shall have no obligation to attribute the Feedback or maintain its confidentiality unless otherwise agreed in writing.

VI. Data Privacy and Processing

6.1. Privacy Commitment

Kodezi respects your privacy and is committed to protecting your data. Our collection, storage, and use of personal information is governed by our Privacy Policy, which is incorporated into this Agreement by reference.

By using the Services, you consent to the collection and use of data as outlined in that policy.

6.2. Customer Data

“Customer Data” refers to all electronic data, code, text, files, configuration metadata, and other material submitted by you or on your behalf through the Services.

You retain full ownership of your Customer Data. Kodezi does not sell, license, or share your Customer Data with third parties for advertising or unrelated purposes.

6.3. Use of Customer Data

Kodezi accesses Customer Data solely for the following purposes:

• To provide, maintain, and support the Services;

• To troubleshoot issues and ensure Service functionality;

• To fulfill legal obligations, court orders, or regulatory requests;

• To protect the integrity, security, and availability of our platform.

All access to Customer Data is tightly restricted to authorized personnel and is governed by strong internal security policies.

6.4. Data Security

Kodezi implements industry-standard administrative, physical, and technical safeguards to protect your data against unauthorized access, loss, misuse, or alteration. These include encryption in transit and at rest, access control, and routine security audits.

While we strive to protect your information, you acknowledge that no method of electronic transmission or storage is completely secure, and we cannot guarantee absolute security.

6.5. Data Processing Agreements (DPA)

If you are subject to the GDPR, CCPA, or similar regulatory frameworks, you may request a Data Processing Addendum (DPA) by contacting legal@kodezi.com. Our DPA outlines our obligations regarding the processing of personal data on your behalf.

6.6. Data Retention and Deletion

Kodezi retains Customer Data for the duration of your active subscription and for a reasonable period thereafter to comply with legal obligations or to allow for account recovery.

Upon written request, or upon termination of this Agreement, we will delete or anonymize all Customer Data within 30 days, unless retention is required by law or regulatory obligations.

VII. Third-Party Tools and API Integrations

7.1. Integrations with External Services

The Services may integrate with or support connections to third-party tools such as GitHub, GitLab, Bitbucket, Sentry, Datadog, CircleCI, Slack, and other developer, security, or observability platforms (“Third-Party Services”).

These integrations are provided to enhance functionality and streamline workflows. You are not required to use these integrations, but enabling them may be necessary to access full features of the Kodezi platform.

7.2. Your Responsibilities

By enabling any integration, you authorize Kodezi to connect to the Third-Party Service and access or exchange information as needed to operate the integration. You are solely responsible for:

• Ensuring you have the legal rights and permissions to connect your account to the Third-Party Service;

• Reviewing and accepting any third-party terms and privacy policies governing your use of those services;

• Maintaining your own credentials and API keys associated with such services.

Kodezi disclaims all liability for content, functionality, or failures of any Third-Party Service.

7.3. No Endorsement or Guarantee

Kodezi does not control or assume responsibility for the actions, data handling, uptime, or reliability of Third-Party Services. The inclusion or availability of a third-party integration does not imply Kodezi’s endorsement or guarantee of that service.

You acknowledge that:

• Use of a Third-Party Service is entirely at your own risk;

• Kodezi is not liable for any data loss, corruption, or breach occurring on or via a Third-Party Service;

• Removal of a Third-Party Service by its provider may impact Kodezi functionality without notice.

7.4. API Access

Kodezi may offer APIs to facilitate programmatic access to the Services. API use is subject to usage guidelines, rate limits, and technical documentation provided by Kodezi. We reserve the right to:

• Modify or deprecate APIs at any time;

• Monitor and limit your usage to ensure platform stability;

• Suspend API access for abuse, misuse, or behavior that negatively impacts the platform.

You agree not to use the APIs for scraping, spamming, or replicating the Services without prior written consent.

VIII. Confidentiality and Security

8.1. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is either marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, but is not limited to:

• Source code, algorithms, or product architecture;

• Customer Data and internal business operations;

• Pricing, contracts, and order details;

• Financial, technical, or strategic plans;

• Login credentials and API keys.

Confidential Information does not include information that:

• Is or becomes public knowledge through no breach of this Agreement;

• Is independently developed without reference to the Disclosing Party’s information;

• Is lawfully received from a third party without restriction;

• Is required to be disclosed by law, subpoena, or court order (with prior notice where legally permitted).

8.2. Obligations of Confidentiality

Each Receiving Party agrees to:

• Use the Disclosing Party’s Confidential Information solely to perform under this Agreement;

• Not disclose the Confidential Information to any third party without prior written consent, except to its affiliates, employees, or contractors with a strict need to know and subject to equivalent confidentiality obligations;

• Exercise reasonable care, no less than the degree of care it uses to protect its own similar information, to prevent unauthorized disclosure or misuse.

8.3. Compelled Disclosure

If the Receiving Party is required by law or regulation to disclose Confidential Information, it must (to the extent legally permitted):

• Promptly notify the Disclosing Party in writing;

• Provide the Disclosing Party an opportunity to contest the disclosure or seek protective measures;

• Only disclose the portion of Confidential Information that is legally required.

8.4. Return or Destruction of Confidential Information

Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy all copies of the Confidential Information in its possession or control, unless otherwise required by applicable law or to maintain routine backup archives (which will remain subject to confidentiality obligations until deletion).

8.5. Remedies

Unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be an insufficient remedy. In such cases, the Disclosing Party may seek equitable relief, including injunction, in addition to any other remedies available.

IX. Warranties, Disclaimers, and Indemnification

9.1. Mutual Warranties

Each party represents and warrants that:

• It has the full power and authority to enter into this Agreement;

• Its execution and performance of this Agreement does not violate any laws or agreements to which it is subject;

• It will comply with all applicable laws in connection with its use of or provision of the Services.

9.2. Customer Warranties

You represent and warrant that:

• You have all necessary rights and permissions to provide Customer Data to Kodezi for use in accordance with this Agreement;

• Your use of the Services will not violate any applicable laws or infringe upon the rights of any third party;

• You will not use the Services to store or transmit malicious or infringing content.

9.3. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND KODEZI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;

• GUARANTEES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES;

• GUARANTEES THAT THE SERVICES WILL BE COMPATIBLE WITH YOUR ENVIRONMENT, USE CASE, OR CONFIGURATIONS.

Kodezi does not warrant that the Services will prevent, identify, or correct all bugs, security vulnerabilities, or software issues in your codebase. You are responsible for testing, validating, and approving any automated recommendations or code changes.

Some jurisdictions may not allow exclusion of implied warranties, in which case certain disclaimers may not apply to you.

9.4. Indemnification by Customer

You agree to defend, indemnify, and hold harmless Kodezi, its affiliates, officers, employees, and contractors from and against any third-party claims, demands, suits, losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Services in violation of this Agreement or applicable laws;

• Any claim that your Customer Data infringes or misappropriates a third party’s rights;

• Any data breach or security issue arising from your misuse, configuration error, or failure to maintain access controls.

Kodezi will:

• Promptly notify you of any indemnified claim;

• Allow you to control the defense and settlement of the claim, subject to our approval of any settlement that imposes liability or obligations on Kodezi;

• Cooperate with you at your expense in the defense.

9.5. Indemnification by Kodezi

Kodezi agrees to defend and indemnify you against third-party claims alleging that your authorized use of the Services directly infringes such party’s U.S. patent, copyright, or trademark — provided that:

• You promptly notify Kodezi in writing;

• You provide reasonable cooperation in the defense;

• Kodezi retains sole control of the defense and settlement.

If such a claim is likely to prevent your continued use of the Services, Kodezi may, at its option:

• Modify the Services to make them non-infringing;

• Replace the Services with a functionally equivalent alternative;

• Obtain a license for continued use;

• Or, if none of the above is commercially feasible, terminate your access and refund any prepaid, unused subscription fees.

This indemnity does not apply to claims arising from:

• Unauthorized or modified use of the Services;

• Use with third-party services, software, or hardware not provided by Kodezi;

• Customer Data or codebase content.

X. Limitation of Liability

10.1. Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KODEZI, ITS OFFICERS, EMPLOYEES, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR:

• INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES,

• LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION,

• COST OF SUBSTITUTE PRODUCTS OR SERVICES,

• OR FAILURE OF SECURITY MEASURES OR LOSS RESULTING FROM SYSTEM FAILURE,

EVEN IF KODEZI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IF THE REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

This includes losses arising from:

• Use or inability to use the Services;

• Errors, bugs, or omissions in the Services;

• Unauthorized access to, alteration of, or deletion of your data;

• Downtime, suspension, or discontinuation of the Services;

• Third-party integrations or platforms used in conjunction with Kodezi.

10.2. Cap on Liability

TO THE EXTENT PERMITTED BY LAW, KODEZI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID TO KODEZI FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST CLAIM GIVING RISE TO LIABILITY.

If you are on a free plan or trial, Kodezi’s liability is limited to one hundred U.S. dollars (USD $100).

10.3. Exceptions

Nothing in this section excludes or limits liability for:

• Death or personal injury caused by negligence;

• Fraud or fraudulent misrepresentation;

• Any other liability which may not be limited or excluded under applicable law.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you in full.

XI. Termination and Suspension

11.1. Termination by Customer

You may terminate this Agreement at any time by:

• Cancelling your subscription through your Kodezi account dashboard, or

• Providing written notice to support@kodezi.com.

Termination will take effect at the end of your current billing cycle unless otherwise agreed. No refunds will be issued for unused time unless explicitly stated otherwise.

11.2. Termination by Kodezi

Kodezi may suspend or terminate your access to the Services immediately if:

• You materially breach this Agreement and fail to remedy the breach within ten (10) days of written notice;

• You engage in activity that poses a security or legal risk to the platform;

• Your payment fails, and is not resolved within seven (7) days of notice;

• Required by law or at the direction of a regulatory authority.

In cases of suspension, Kodezi will make reasonable efforts to notify you and restore access once the issue is resolved. In cases of termination, your account will be deactivated, and associated data may be deleted as outlined in Section 11.4.

11.3. Termination for Convenience

Kodezi may also terminate the Agreement for any reason by providing at least thirty (30) days' written notice. If this occurs during a paid Subscription Term, you will receive a prorated refund for any unused, prepaid fees.

11.4. Effects of Termination

Upon termination:

• Your license to use the Services will immediately end;

• Access to your account, integrations, and data will be disabled;

• Within 30 days, upon request, we will delete or anonymize your Customer Data unless retention is required for legal or regulatory purposes.

You are solely responsible for exporting your data prior to termination. Kodezi is not liable for lost data or disruptions resulting from termination, provided we comply with the above process.

11.5. Survival

The following provisions shall survive any termination of this Agreement:

• Intellectual Property (Section V)

• Data Privacy (Section VI)

• Confidentiality (Section VIII)

• Warranties & Disclaimers (Section IX)

• Limitation of Liability (Section X)

• Governing Law (Section XII)

• Miscellaneous (Section XIII)

XII. Governing Law and Dispute Resolution

12.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles.

You and Kodezi agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

12.2. Jurisdiction and Venue

Any legal action, suit, or proceeding arising out of or relating to this Agreement must be brought exclusively in the state or federal courts located in New Castle County, Delaware. You and Kodezi irrevocably submit to the personal jurisdiction of such courts for the purpose of litigating any such dispute.

12.3. Waiver of Jury Trial

To the fullest extent permitted by law, you and Kodezi hereby waive any right to a jury trial in any legal proceeding arising out of or related to this Agreement or the Services.

12.4. Injunctive Relief

Nothing in this Agreement will prevent either party from seeking immediate injunctive relief in any court of competent jurisdiction, to prevent actual or threatened unauthorized disclosure of Confidential Information, intellectual property infringement, or violations of security or access provisions.

12.5. Time Limit for Claims

Any claim or cause of action arising out of or related to the Services or this Agreement must be filed within one (1) year after the cause of action arose. Otherwise, the claim is permanently barred, regardless of statute or law to the contrary.

XIII. Miscellaneous Provisions

13.1. Entire Agreement

This Agreement, including any applicable Order Forms, the Privacy Policy, and additional policies or documents referenced herein, constitutes the entire agreement between you and Kodezi regarding the Services. It supersedes all prior agreements, understandings, or representations, whether written or oral.

13.2. Modifications

Kodezi may update these Terms from time to time to reflect legal, operational, or feature-based changes. When changes are made, we will notify you via email, in-product messaging, or through a notice posted to our website.

• Material changes will take effect no sooner than 30 days after notification.

• Continued use of the Services after the effective date constitutes your acceptance of the revised Terms.

If you object to any changes, your sole remedy is to stop using the Services before the updated Terms take effect.

13.3. Force Majeure

Kodezi shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, pandemics, labor disputes, governmental actions, war, terrorism, outages in telecommunications or internet service providers, hosting infrastructure failures, or other similar events.

13.4. Assignment

You may not assign or transfer this Agreement (including your rights or obligations) without prior written consent from Kodezi. Any attempted assignment in violation of this section shall be null and void.

Kodezi may assign this Agreement in connection with a merger, acquisition, sale of substantially all assets, or corporate reorganization, without your consent.

13.5. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

13.6. No Waiver

No delay or failure by either party to exercise any right under this Agreement will constitute a waiver of that right. A waiver must be made in writing and signed to be effective.

13.7. Relationship of the Parties

Nothing in this Agreement shall create any joint venture, partnership, employment, fiduciary, or agency relationship between you and Kodezi. The parties remain independent contractors.

13.8. Notices

All legal notices must be sent in writing to:

Kodezi Inc.
Legal Department
info@kodezi.com