Published Date: 3/9/2022
These terms and conditions (the “Terms”) govern the Client’s use of the Augoor Platform and Data (the “Platform”) owned by Augmented Coding US, LLC, and form the basis for the free service relationship between the Client and Augmented Coding US, LLC. Capitalized terms have the definitions set forth herein.
By (1) accessing the Platform and Data and/or (2) using the Free Services, Client hereby agrees to be bound to the Terms set forth herein. If the individual accepting these Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to these Terms, in which case the term “Client” shall refer to such entity and its Affiliates. If the individual accepting these terms does not have such authority or does not agree with these terms, such individual must not accept these terms and may not use the Free Services.
“Access Credentials" means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Platform.
“Affiliate” or “Affiliates” means a corporation that is related to another corporation by one owning shares of the other, by common ownership, or by other means of control.
“Anonymized Form” means, in respect of Data, in such a form as would not enable Client or any other Augmented Coding US, LLC clients to be identified, nor their input, nor specifics or individual inputs, nor contain any personal data.
“Augmented Developer” means a software developer that, in addition to its role and seniority, has access to the Platform, plus any additional meaning given under the Terms.
“Client” The individual or legal entity that enters into these Terms, confirming its agreement and compliance thereto by its signature hereto.
“Client Systems” means the technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by the Client or through the use of third-party services.
“Data” means any piece of code, or other information submitted by Augmented Coding US, LLC or any third parties on Augmented Coding US, LLC’s behalf to the Platform, and any User Content, but for the purposes of clarity shall mean configuration and/or reference data but not transactional data as “output” which shall remain the intellectual property of the Client, except as expressly licensed by these Terms.
“Derivative Works” means any data of any kind resulting directly or indirectly from the manipulation, derivation, calculation and/or analysis of the Data, whether generated by human or machine and whether alone or in conjunction with other data, provided such Derivative Works is in an Anonymized Form and that it is created in such a way that it is not possible for a third party to reverse engineer the Data or any part of it.
“Effective Date” means the date when the Free Services shall be provided to the Client.
“End Date” means the date when the Free Services provided to the Client shall terminate.
“Free Services” means the provision of Augmented Developers (if applicable) to the Client free of charge for software development services enhanced by the Platform, as determined in accordance with the Terms and/or Hosted Services to the extent applicable, and in accordance with the Purpose.
“Augmented Coding US, LLC Materials” means the User Guide and Setup Coding, Platform, the Data and Augmented Coding US, LLC Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies, registered patent and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by the Client in connection with the Free Services or otherwise comprise or relate to the Free Services or Augmented Coding US, LLC Systems.
“Augmented Coding US, LLC Systems” means the technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Augmented Coding US, LLC or through the use of third-party services.
“Hosted Services” means those services required to host, manage, customize, operate and maintain the Platform for remote electronic access and/or use by the Augmented Developers.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. For the avoidance of doubt, Augmented Coding US, LLC is the proprietor of the registered patent in respect of its Augmented Coding technology.
“Internal Use” means the use of the Platform, which is restricted to the internal operations of Augmented Coding US, LLC , including any use in the provisions of services to the clients of Augmented Coding US, LLC on Augmented Coding’s behalf. Use of the Platform (or any part thereof) for the benefit of others, whether by means of a software as a service agreement, service bureau application, application service provider, outsourcing or other means of providing service to any third party or that has the purpose of directly producing revenue to any person different than any entity of Augmented Coding US, LLC will not be considered Internal Use.
“Platform” means the Augoor platform, which is an artificial intelligence powered tool, as well as any other application, software, ancillary data files, modules, libraries, tutorial or demonstration programs, documentation including the User Guide and Setup Coding, or other components and all new versions, updates, revisions, improvements and modifications of the foregoing, developed and/or published by Augmented Coding US, LLC from time to time.
“Term” means the term during which the Client is authorized to use the Platform for a period of 3 calendar months, from the Effective Date until the End Date. The Term may be extended or reduced by written agreement between the parties and in the event of extension for a maximum period of up to 6 calendar months in total from the Effective Date. Thereafter, and with no less than 14 days prior written notice by either party and before the expiry of the End Date, the parties may enter into a further separate written agreement for which the Free Services shall be converted into a subscription fee service, and such fee shall be agreed to between the parties. For the avoidance of doubt, the Client shall have no obligation to enter into a future subscription fee service following the expiry of the End Date.
“User Content” means any questions or queries submitted by the Client or any other Users to the Platform.”
“User Guide and Setup Coding” means the documentation provided to the Client for installation of the Platform.
“Users” means the Client, the Augmented Developers (if applicable) or any other person that has been duly authorized by Augmented Coding US, LLC , directly or indirectly to access the Platform.
3.1 Augmented Coding US, LLC may at its sole discretion modify, upgrade, amend or alter the Platform and/or Data and where the change is material to the Platform and/or Data, Augmented Coding US, LLC shall notify the Client via service notifications, pop-up messages, emails to the associated account or any other means Augmented Coding US, LLC considers reasonable.
3.2. Client hereby consents to and grants Augmented Coding US, LLC and its Affiliates a worldwide, non-exclusive and royalty-free licence to use, copy, modify and adapt the Data to the extent reasonably required for the Free Services including use of other services by Augmented Coding US, LLC for which Client has an agreement with an Augmented Coding US, LLC Affiliate.
4.1 Purpose. The Platform works as a software system using artificial intelligence that, using semantic search, allows Users to carry out searches (such input remaining Augmented Coding US, LLC Materials which may be used to create Derivative Works or otherwise improve or modify the Platform) over a predefined amount of code (Data) in a systematic way, understanding the overall meaning of the query (the “Purpose”).
4.2 Access Credentials. From the Effective Date until the End Date, Augmented Coding US, LLC shall provide the Client with Access Credentials and the User Guide and Setup Coding, which will remain valid during the Term. The Client shall be fully responsible for all activities that are performed using the Access Credentials and the User Guide and Setup Coding, and will hold Augmented Coding US, LLC harmless and indemnified for any damages resulting from any violations or misuse thereof. Furthermore, Client represents that it will not share or otherwise disseminate the Access Credentials and the User Guide and Setup Coding with any third parties, configure a robust password and avoid using such password for any other accounts the Client manages.
4.3 Use of the Platform. During the Term, Augmented Coding US, LLC shall grant the Client a limited, non-exclusive, non-transferable licence to use Systems by Augmented Coding US, LLC , access the Platform, as well as any Data in order for Client to use the Free Services in accordance with the Terms. Augmented Coding US, LLC acknowledges that all rights to the code submitted by the Client, directly or indirectly, to Augmented Coding US, LLC for the Purpose of the Free Services, on its own behalf or on behalf of any Client Affiliate shall belong to the Client or the relevant Client Affiliate, as the case may be. Augmented Coding US, LLC further acknowledges that it shall not use the Data except as expressly licensed by the Terms. Except for the foregoing, no right, title or interest is transferred to the Client and the Client agrees not to use the Platform except for Internal Use and in compliance with the User Guide and Setup Coding.
5.1 Subject to the Terms herein, Augmented Coding US, LLC shall provide Free Services to the Client which can be via the following means to be agreed between the parties prior to the grant of Access Credentials by Augmented Coding US, LLC to the Client:
5.1.1 Access to the Platform and Data using the Systems of Augmented Coding US, LLC and any Hosted Services with use of source code that Augmented Coding US, LLC has chosen to index.
5.1.2 Access to the Platform and Data with use of source code that Augmented Coding US, LLC has chosen to index to be installed on Client’s Systems with the use of Hosted Services.
5.1.3 Access to the Platform and Data with use of Client’s code to be installed on Client’s Systems without the use of Hosted Services.
5.2 Augmented Coding US, LLC shall use commercially reasonable endeavours to make the Free Services available during 24 hours a day, seven days a week, except for:
5.2.1 Planned maintenance carried out during the maintenance windows as notified from time to time by Augmented Coding US, LLC to the Client;
5.2.2 Unscheduled maintenance provided that Augmented Coding US, LLC has used reasonable endeavours to give Client as much notice as reasonably practicable;
5.2.3 Failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Augmented Coding US, LLC pursuant to the Terms; or
5.2.4 Disabling, suspension or termination of the Free Services in accordance with the Terms.
5.3 Augmented Coding US, LLC Systems. If it is determined that the Free Services shall be provided in accordance with Clause 4.1.1 and in relation to Clause 4.1.2 to Hosted Services only:
5.3.1 Augmented Coding US, LLC shall employ security measures in accordance with the policies of Augmented Coding US, LLC
5.3.2 Augmented Coding US, LLC shall maintain a data breach plan in accordance with the criteria set forth in the policies of Augmented Coding US, LLC and shall implement the procedures required under such data breach plan in the event of a data breach.
5.4 Client Systems. If it is determined that the Free Services shall be provided in accordance with Clause 4.1.2 or Clause 4.1.3:
5.4.1 Client shall determine an administrator to immediately handle any requests or requirements made by Augmented Coding US, LLC in order to have the Platform functional as expected, and to load and manage any Data to be incorporated in the Platform. The Client represents and warrants that any designated administrator may only use the Platform for Internal Use.
5.4.2 Client shall at all times during the Term (a) set up and maintain in accordance with the instructions of Augmented Coding US, LLC , the User Guide (and Setup Coding in respect of Clause 4.1.2), all Client Systems on or through which the Free Services are accessed or used; and (b) provide all cooperation and assistance as Augmented Coding US, LLC may reasonably request to enable Augmented Coding US, LLC to exercise its rights and perform its obligations under and in connection with the provision of the Free Services and the Terms.
5.4.3 Client acknowledges and agrees that Augmented Coding US, LLC is not responsible or liable for any delay or failure of performance caused by or resulting from, in whole or in part by Client’s delay in performing, or failure to perform, any of its material obligations under the Terms associated thereto.
5.4.4 The Client recognizes that the use of the Free Services and the access to the Platform, require Client and any Users to maintain at its sole expense the technical hardware and software requirements in Client’s Systems.
6.1 Except as otherwise expressly provided in these Terms:
6.1.1 Augmented Coding US, LLC has and will retain sole control over the operation, provision, maintenance and management of the Free Services, the Platform, the Data and its Hosted Services, including: (i) Systems by Augmented Coding US, LLC (ii) location(s) where any of the Free Services or its Hosted Services are performed, including in the United States, in countries outside the United States, or outside the borders of the country in which the Client or the Client’s Systems are located; (iii) selection, deployment, modification and replacement of the Platform; (iv) performance of support services and service maintenance upgrades, corrections and repairs; and (v) all Data access and User Content shall remain under the Intellectual Property Rights of Augmented Coding US, LLC and Augmented Coding US, LLC Materials as more particularly detailed herein in Section 7.
6.1.2 Client has and will retain sole control over the operation, maintenance and management, and the access and use of, Client’s Systems, and sole responsibility for the correct use and access to and use of the Platform by any person through or by the Client’s Systems or any other means controlled by the Client.
7.1 Client represents and warrants to Augmented Coding US, LLC that it will not perform any inappropriate use of the Platform or Augmented Coding US, LLC Materials, including without limitation, Client shall not:
7.1.1 Bypass or breach any security measures, or protection used by the Platform or Augmented Coding US, LLC Materials, or otherwise access the Platform or Augmented Coding US, LLC Materials other than with the use of valid Access Credentials provided to Client by Augmented Coding US, LLC or anyone acting on behalf of Augmented Coding US, LLC , and only to use them during the Term, even if such access rights have not been revoked.
7.1.2 Affect any other User’s access to the Platform or attempt to obtain any other User’s Access Credentials by any other means.
7.1.3 Assign, distribute, reproduce, publish, encumber, sell, rent, lease, lend, sublicense or otherwise transfer the Access Credentials, the rights to use the Platform, or any Data to which the Client has access.
7.1.4 Decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code from the Platform or otherwise affect the Intellectual Property Rights Augmented Coding US, LLC over the Platform. 6.1.5 Use the Platform or the Data for any purpose other than Internal Use, and only to the extent permitted by Augmented Coding US, LLC
7.1.6 Try to access any Data of Augmented Coding US, LLC or that of its clients or any other third parties to which the Client has no rights. This shall include any Data from a project the Client is authorized to review, to the extent the Client is aware such access would exceed the extent of its authorization.
7.2 If Client becomes aware of any actual or threatened activity prohibited in Clause
7.1. Client shall and shall notify any of the Users and/or its employees involved to: (a) take all reasonable commercial and lawful measures within their respective control that are necessary to stop the activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Free Services and Augmented Coding US, LLC Materials and permanently erasing from Client Systems and destroying any data to which any of them have gained unauthorized access); and (b) immediately notify Augmented Coding US, LLC of any such actual or threatened activity.
Intellectual Property. Client acknowledges and agrees that Augmented Coding US, LLC and/or its licensors own all Intellectual Property Rights and other proprietary rights in Augmented Coding US, LLC Materials, the Platform and the Data including, for the avoidance of doubt, whether by provision of the Free Services provided under Clause 4.1.1, Clause 4.1.2 or Clause 4.1.3 (but Client shall retain Intellectual Property Rights in Client’s code only in respect of Clause 4.1.3). Client grants Augmented Coding US, LLC a worldwide, non-exclusive and royalty-free licence to use the Data to create Derivative Works for its business purposes as Augmented Coding US, LLC sees fit. Client acknowledges and agrees that Augmented Coding US, LLC owns all Intellectual Property Rights in the Derivative Works and that Client does not have any rights to, or in, the Derivative Works. Except as expressly stated herein, these Terms do not grant the Client any rights to, or in, Data, confidential information, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Platform, any Data, Augmented Coding US, LLC Materials or any related documentation. Augmented Coding US, LLC is and will remain the sole and exclusive owner of all rights, titles and interest over the Platform, including all Intellectual Property Rights relating thereto.
9.1 Confidentiality. During the Term of these Terms, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information which include (but not limited to) User Content, Platform information, and Data (“Confidential Information”). All materials and information provided by the Disclosing Party to Receiving Party shall be considered Confidential Information. Receiving Party shall maintain the confidentiality of the Confidential Information and shall not disclose such information to any third party without the prior written consent of the Disclosing Party. Receiving Party shall only use the Confidential Information for the purposes contemplated hereunder. At any time, upon Disclosing Party’s request, Receiving Party shall return to Disclosing Party or destroy all of Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof and certify to the Disclosing Party the destruction of the same. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to any third party to the limited extent necessary to exercise its rights, or perform its obligations, under these Terms; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as in these Terms. In the event that Receiving Party is requested or required (by law, an order of court, a subpoena or other similar legal process) to disclose any Confidential Information of Disclosing Party, Receiving Party shall provide Disclosing Party with notice as soon as reasonably practical of any such request or requirement (unless prohibited by law from doing so) so that Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of these Terms. In the event that such protective order or other remedy is not obtained, Receiving Party agrees to furnish only that portion of the Confidential Information for which Disclosing Party has waived compliance or for which Receiving Party is required to furnish by law, rule, regulation or court order.
9.2 Limitations. The obligations contained in this Section 8 shall not apply to information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
9.3 Prior Confidential Information. To the extent the Client obtained prior access to any Data, the confidentiality obligations in these Terms are applicable to such Data.
10.1 Termination. Access to the Platform will terminate on the End Date or otherwise in accordance with this Section 9.
10.2 Client’s Termination. Client may terminate the legal agreement the subject of the Terms hereunder at any time by deactivating the Access Credentials and discontinuing the use of the Platform and/or Augmented Coding US, LLC Materials.
10.3 Effect of Termination. All rights, licenses, consents and authorizations granted by Augmented Coding US, LLC to the Client hereunder will immediately terminate and the Client shall immediately cease all use of the Access Credentials, the Platform, Augmented Coding US, LLC Materials and Augmented Coding US, LLC Systems. Further, Augmented Coding US, LLC shall immediately disable all Client’s and User’s access and Access Credentials to the Platform and Augmented Coding US, LLC Materials.
10.4 Suspension or termination of the Free Services. Augmented Coding US, LLC may, directly or indirectly, by any lawful means, suspend, terminate or otherwise deny the Client and/or any User’s access to or use of all or any part of the Platform or Augmented Coding US, LLC Materials and Augmented Coding US, LLC Systems including Access Credentials at any time and with no reason (including if Augmented Coding US, LLC considers it no longer commercially viable to provide the Free Services), without incurring any obligation or liability, and/or if: (a) Augmented Coding US, LLC receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Augmented Coding US, LLC to do so; or (b) Augmented Coding US, LLC believes, in its good faith and reasonable discretion, that: (i) Client or any Client User has failed to comply with, any material term of the Terms, or accessed or used the Platform beyond the scope of the rights granted or for a purpose not authorized under the Terms, or in any manner that does not comply with any instruction or requirement of Augmented Coding US, LLC ; (ii) Client or any Client’s user is or has been involved in any fraudulent, misleading or unlawful activities or becomes included in the sanctioned lists administered by the U.S. Department of the Treasury’s Office of Foreign Assets Controls (“OFAC”). This Clause 9.4 does not limit any of the other rights or remedies of Augmented Coding US, LLC , whether at law, in equity or under the Terms, which may, for the avoidance of doubt, include claims for damages and banning the Client form any future use of the Platform as well as any other product or service provided by Augmented Coding US, LLC
11.1 Disclaimer of Warranties. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, Augmented Coding US, LLC EXCLUDES ALL WARRANTIES.
11.2 Augmented Coding US, LLC provides the Free Services “as is” and makes no warranty that operation of the Platform will be secure, error free, or free from interruption. Augmented Coding US, LLC will not, under any circumstances, be responsible or liable for the loss of data on any computer or information storage device.
11.3 Limitation of Liability.
WHEN PERMITTED BY LAW, Augmented Coding US, LLC , WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AUGMENTED CODING US, LLC FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO USD $100.00 (ONE HUNDRED US DOLLARS).
12.1 Anti-corruption laws. Client warrants that it continues to abide and comply with all anti-bribery and anti-money laundering laws in all applicable jurisdictions and does not appear on the OFAC and Specially Designated Nationals and Blocked Persons List (the “SDN List”).
12.2 No waiver of any previous obligations. These Terms are applicable to Client’s use of the Platform or any Data contained thereunder, without affecting any obligations previously assumed by the Client, including but not limited to, any confidentiality obligations in relation to the Data.
12.3 Access. Augmented Coding US, LLC reserves the right to access, preserve and disclose Client’s account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property or personal safety of Augmented Coding US, LLC , its users and the public. Client further acknowledges, consents and agrees that all Users may take down contents of which they themselves are recipient or sender without the need to provide any justification thereof.
12.4 Non-Solicitation. During the Term of the Terms and for a period of twelve (12) months following their termination for any reason, Client shall not directly or indirectly solicit, interfere with, procure or entice away, either alone or jointly with any other firm, company or other organization, any employee or contractor of Augmented Coding US, LLC or any of its Affiliates who was involved in the performance of the Free Services, to leave the employment or engagement of Augmented Coding US, LLC or such Affiliate.
12.5 Assignment. Except as otherwise stated in these Terms, neither Party may assign, novate or otherwise transfer any of its rights, obligations or privileges under these Terms to a third party without the previous written consent of the other Party; provided that Augmented Coding US, LLC may assign these Terms (i) to an Affiliate or (ii) in connection with a change of control, merger, sale of assets or other corporate transaction.
12.6 Exercise of rights by Affiliates. Client acknowledges that at the sole discretion of Augmented Coding US, LLC it may request one or more of its Affiliates to exercise any rights Augmented Coding US, LLC may have under the Terms and in the name of Augmented Coding US, LLC , and Client agrees that such exercise will be as valid as exercised by Augmented Coding US, LLC itself and agrees not to dispute such exercise’s validity.
12.7 Governing Law. The validity and construction of the Terms shall be governed by, subject to and construed in accordance with the laws of the State of California and shall be determined by the appointment of a single arbitrator in accordance with the rules of the American Arbitration Association.
12.8 Severability. If any provision of the Terms shall be held to be invalid or unenforceable, the remainder of the Terms shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.