Last revised on November 12, 2015.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CODE CLIMATE, INC ("CODE CLIMATE") STATING THE TERMS THAT GOVERN YOUR PARTICIPATION IN THE CODE CLIMATE DEVELOPER PROGRAM. PLEASE READ THIS CODE CLIMATE DEVELOPER PROGRAM AGREEMENT (“AGREEMENT”) BEFORE PRESSING THE "JOIN" BUTTON. BY PRESSING "JOIN" YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT PRESS THE "JOIN" BUTTON.
If you have any questions about this Agreement, please contact us.
1. Relationship With Code Climate; Code Climate User and Password.
You understand and agree that by registering with Code Climate to participate in the Developer Program (“Developer Program”), no legal partnership or agency relationship is created between you and Code Climate. You agree not to represent otherwise. You also certify that you are at least thirteen years of age and you represent that you are legally permitted to participate in the Developer Program. This Agreement is void where prohibited by law and the right to participate in the Developer Program is not granted in such jurisdictions. Unless otherwise agreed or permitted by Code Climate in writing, you cannot share or transfer any benefits you receive from Code Climate in connection with participating in the Developer Program. The Code Climate account information you use to log into your Developer Program account cannot be shared in any way or with anyone. You are responsible for the security of Your passwords and for any use of Your user.
2. Developer Benefits.
As a participant in the Developer Program, you may have the opportunity to attend certain Code Climate events (including online or electronic broadcasts of such events) (“Events”). In addition, Code Climate may offer to provide you with certain services (“Services”), as described more fully herein and on the Developer Program web pages (“Site”), solely for your own use in connection with your participation in the Developer Program. Services may include, but not be limited to, any services Code Climate offers at Events or on the Site as well as the offering of any content or materials displayed on the Site (“Content”). Code Climate may change, suspend or discontinue providing the Services, Site and Content to you at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of such materials without notice or liability.
You agree to not engage in any activity that interferes with or disrupts the Service. You agree not to exploit the Site, or any Services, Events or Content provided to you by Code Climate as a participant in the Developer Program, in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the Services, Site or Content other than for authorized purposes. Copyright and other intellectual property laws protect the Site and Content provided to you, and you agree to abide by and maintain all notices, license information, and restrictions contained therein. Unless expressly permitted herein or otherwise permitted in a separate agreement with Code Climate, you may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any of the Site, Content or Services. You may not decompile, reverse engineer, disassemble, or attempt to derive the source code of any software or security components of the Services, Site, or Content (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by any licensing terms accompanying the foregoing). Use of the Site, Content or Services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. Code Climate retains ownership of all its rights in the Site, Content, Events and Services, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Code Climate intellectual property. Code Climate reserves the right to enforce quotas and usage limits (to any resources, including the API) at its sole discretion, with or without notice, which may result in Code Climate disabling or throttling your usage of the Service for any amount of time.
Except as otherwise set forth herein, you agree that any Code Climate prerelease software, and/or services (including related documentation and materials) provided to you as a participant in the Developer Program (“Pre-Release Materials”) and any information disclosed by Code Climate to you in connection with Events will be considered and referred to as “Confidential Information”. Notwithstanding the foregoing, Confidential Information will not include: (a) information that is generally and legitimately available to the public through no fault or breach of yours; (b) information that is generally made available to the public by Code Climate; (c) information that is independently developed by you without the use of any Confidential Information; (d) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation; or (e) any third party software and/or documentation provided to you by Code Climate and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation.
5. Nondisclosure and Nonuse of Confidential Information.
Unless otherwise expressly agreed or permitted in writing by Code Climate, you agree not to disclose, publish, or disseminate any Confidential Information to anyone other than to other participants in the Developer Program who are employees and contractors working for the same entity as you and then only to the extent that Code Climate does not otherwise prohibit such disclosure. Except for your authorized purposes as a participant in the Developer Program or as otherwise expressly agreed or permitted by Code Climate in writing, you agree not to use Confidential Information in any way, including, without limitation, for your own or any third party’s benefit without the prior written approval of an authorized representative of Code Climate in each instance. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. You acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Code Climate that may be difficult to ascertain. Accordingly, you agree that Code Climate will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies it may have. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose Confidential Information, you may make such disclosure, but only if you have notified Code Climate before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve you of your obligations to hold such information as Confidential Information.
6. Confidential Pre-Release Materials License and Restrictions.
If Code Climate provides you with Pre-Release Materials, then subject to your compliance with the terms and conditions of this Agreement, Code Climate hereby grants you a nonexclusive, nontransferable, right and license to use the Pre-Release Materials only for the limited purposes set forth in this Section 7; provided however that if such Pre-Release Materials are subject to a separate license agreement, you agree that the license agreement accompanying such materials in addition to Sections 5 and 6 of this Agreement shall also govern your use of the Pre-Release Materials. You further agree that in the event of any inconsistency between Section 5 and 6 of this Agreement and the confidentiality restrictions in the license agreement, the license agreement shall govern. You agree not to use the Pre-Release Materials for any purpose other than testing and/or development by you of a product designed to operate in combination with the same platform for which the Pre-Release Materials are designed. This Agreement does not grant you any right or license to incorporate or make use of any Code Climate intellectual property (including for example and without limitation, trade secrets, patents, copyrights, trademarks and industrial designs) in any product. Except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Code Climate intellectual property. You agree not to decompile, reverse engineer, disassemble, or otherwise reduce the Pre-Release Materials to a human-perceivable form, unless You have been specifically told that You may do so by Code Climate, in writing (e.g., through an open source software license), and you will not modify, network, rent, lease, transmit, sell, or loan the Pre-Release Materials in whole or in part.
7. Developer Content License and Restrictions.
As a participant in the Developer Program, you may have access to certain proprietary content (including, without limitation, video presentations and audio recordings) that Code Climate may make available to you from time to time (“Content”). Content shall be considered Confidential Information, unless otherwise agreed or permitted in writing by Code Climate. You may not share the Content with anyone, including, without limitation, employees and contractors working for the same entity as you, regardless of whether they are participants in the Developer Program, unless otherwise expressly permitted by Code Climate. Subject to these terms and conditions, Code Climate grants you a personal and nontransferable license to access and use the Content for authorized purposes as a participant in the Developer Program. Except as expressly permitted by Code Climate, you shall not modify, translate, reproduce, distribute, or create derivative works of the Content or any part thereof, unless this is expressly permitted or required by law, or unless You have been specifically told that You may do so by Code Climate, in writing (e.g., through an open source software license). You shall not rent, lease, loan, sell, sublicense, assign or otherwise transfer any rights in the Content. Code Climate retains ownership of the Content itself and any copies or portions thereof. The Content is licensed, not sold, to you by Code Climate for use only under this Agreement, and Code Climate reserves all rights not expressly granted to you. Your rights under this license to use and access the Content will terminate automatically without notice from Code Climate if you fail to comply with any of these provisions.
8. Developer Program Technical Support
As a participant in the Developer Program, you may have access to Code Climate’s software testing service and/or Developer Program Technical Support. You agree that all use of such Services will be in accordance with Code Climates usage policies for such services, which are subject to change from time to time, with or without prior notice to you. Without limiting the foregoing, Code Climate may post on the Site and/or send an email to you with notices of such changes. It is your responsibility to review the Site and/or check your email address registered with Code Climate for any such notices. You agree that Code Climate shall not be liable to you or any third party for any modification or cessation of such services. As part of the Developer Program Technical Support, Code Climate may supply you with certain code snippets, sample code, software, and other materials (“Materials”). You agree that any Materials that Code Climate provides as part of the DTS Services are licensed to you and shall be used by you only in accordance with the terms and conditions accompanying the Materials. Code Climate retains ownership of all of its right, title and interest in such Materials and no other rights or licenses are granted or to be implied under any Code Climate intellectual property. You have no right to copy, decompile, reverse engineer, sublicense or otherwise distribute such Materials, except as may be expressly provided in the terms and conditions accompanying the Materials. YOU AGREE THAT WHEN REQUESTING AND RECEIVING TECHNICAL SUPPORT FROM CODE CLIMATE, YOU WILL NOT PROVIDE CODE CLIMATE WITH ANY INFORMATION, INCLUDING THAT INCORPORATED IN YOUR SOFTWARE, THAT IS CONFIDENTIAL TO YOU OR ANY THIRD PARTY. YOU AGREE THAT ANY NOTICE, LEGEND, OR LABEL TO THE CONTRARY CONTAINED IN ANY SUCH MATERIALS PROVIDED BY YOU TO CODE CLIMATE SHALL BE WITHOUT EFFECT. CODE CLIMATE SHALL BE FREE TO USE ALL SUCH INFORMATION IT RECEIVES FROM YOU IN ANY MANNER IT DEEMS APPROPRIATE, SUBJECT TO ANY APPLICABLE PATENTS OR COPYRIGHTS. Code Climate reserves the right to reject a request for access to testing Services at any time and for any reason. You shall be solely responsible for any restoration of lost or altered files, data, programs or other materials provided.
9. License from You
All tools submitted, posted or displayed through the Developer Program are created under an open source license.
Code Climate claims no ownership or control over any Content or Application created via the Developer Program. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate.
By submitting, posting or displaying the Content on or through the Developer Program you give Code Climate and users of the Code Climate Service an open-source worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content. Furthermore, by creating an Application through use of the Developer Program, you give Code Climate a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application.
By submitting, posting or displaying any Content or Application, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Code Climate under any fiduciary or other obligation, and that we are free to use the Content or Application without any additional compensation to you, and/or to disclose the Content or Application on a non-confidential basis or otherwise to anyone.
You agree that Code Climate, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Developer Program and Services.
10. Amendment; Communication.
Code Climate reserves the right, at its discretion, to modify this Agreement, including any rules and policies at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions) (“Additional Terms”) communicated to you by Code Climate. All Additional Terms are hereby incorporated into this Agreement by this reference and your continued participation in the Developer Program will indicate your acceptance of any Additional Terms. In addition, Code Climate may be sending communications to you from time to time. Such communications may be in the form of emails and/or phone calls and may include, but not be limited to, membership information, marketing materials, technical information, and updates and/or changes regarding your participation in the Developer Program. By agreeing to this Agreement, you consent that Code Climate may provide you with such communications.
11. Term and Termination.
Code Climate may terminate or suspend you as a participant in the Developer Program at any time in Code Climate’s sole discretion. If Code Climate terminates you as a participant in the Developer Program, Code Climate reserves the right to deny your reapplication at any time in Code Climate’s sole discretion. You may terminate your participation in the Developer Program at any time, for any reason, by notifying Code Climate in writing of your intent to do so. Upon any termination or, at Code Climate’s discretion, suspension, all rights and licenses granted to you by Code Climate will cease, and you agree to destroy any and all Confidential Information that is in your possession or control. At Code Climate’s request, you agree to provide certification of such destruction to Code Climate. Following termination of this Agreement, Sections 3-5, 7 (but only for so long as the duration specified by Code Climate for such usage), 9-16 shall continue to bind the parties.
12. Code Climate Independent Development.
Nothing in this Agreement will impair Code Climate’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Code Climate will be free to use any information, suggestions or recommendations you provide to Code Climate pursuant to this Agreement for any purpose, subject to any applicable patents or copyrights.
13. No Warranty.
IF YOU PARTICIPATE IN THE Developer Program, YOU DO SO AT YOUR OWN RISK. WE PROVIDE THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY ANY OTHER USERS OF THE SERVICE OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CODE CLIMATE MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE SERVICE OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. CODE CLIMATE DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE, THAT ERRORS IN THE SERVICE WILL BE FIXED, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICE OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS. UNDER NO CIRCUMSTANCES WILL CODE CLIMATE, ANY OF OUR AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, AND/OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICE. TO THE EXTENT THAT CODE CLIMATE MAKES ANY PRE-RELEASE SOFTWARE, OR OTHER PRODUCTS, SERVICES OR INFORMATION RELATED THERETO AVAILABLE TO YOU AS A PARTICIPANT IN THE CODE CLIMATE DEVELOPER PROGRA, YOU UNDERSTAND THAT CODE CLIMATE IS UNDER NO OBLIGATION TO PROVIDE UPDATES, ENHANCEMENTS, OR CORRECTIONS, OR TO NOTIFY YOU OF ANY PRODUCT OR SERVICES CHANGES THAT CODE CLIMATE MAY MAKE, OR TO PUBLICLY ANNOUNCE OR INTRODUCE THE PRODUCT(S) OR SERVICE AT ANY TIME IN THE FUTURE.
14. Limitations on Liability.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO UTILIZE THE SERVICE OR (B) ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR ANY BODILY INJURY, EMOTIONAL DISTRESS, DEATH OR ANY OTHER DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER ON-LINE OR OFF-LINE, OR OTHERWISE IN CONNECTION WITH THE SERVICE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL OR BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR ANY PERSONAL INJURY OR PROPERTY DAMAGES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
15. Third-Party Notices and Products.
Third-party software provided by Code Climate to you as a participant in the Developer Program may be accompanied by its own licensing terms, in which case such licensing terms will govern your use of that particular third-party software. Mention of third-parties and third-party products in any materials, documentation, advertising, or promotions provided to you as a participant in the Developer Program is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third-party product specifications and descriptions are supplied by the respective vendor or supplier, and Code Climate shall have no responsibility with regard to the selection, performance, or use of these vendors or products. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users.
The failure of Code Climate to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon Code Climate unless made in writing and signed by an authorized representative of Code Climate.