LICENSE

Qodo Model Terms of Service
Last Revised: February 19, 2025
CODIUM LTD. AND ITS AFFILIATES (dba Qodo - “WE”, “OUR”, “US”, "Company" OR “QODO”) ARE HAPPY TO PROVIDE YOU (“CUSTOMER” OR "YOU") WITH THE QODO MODELS (AS DEFINED BELOW), INCLUDING WHEN USED AND ACCESSED VIA A THIRD PARTY SERVICE SUCH AS A MARKETPLACE OR ANY PART OR FEATURE THEREOF PROVIDED BY A THIRD PARTY ("THIRD PARTY SERVICES" AND "THIRD PARTY PROVIDER", RESPECTIVELY). THE FOLLOWING TERMS OF SERVICE (THESE “TERMS”) STIPULATE THE TERMS AND CONDITIONS OF OUR DIRECT OR INDIRECT PROVISION TO YOU OF THE QODO MODELS AND YOUR USE OF THE QODO MODELS AND THE MODEL DERIVATIVES. 
BY ACCEPTING THESE TERMS ELECTRONICALLY, BY SUBSCRIBING TO THE QODO MODELS, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY ENTERING INTO AN ORDER FORM OR PURCHASE ORDER INCORPORATING THESE TERMS (EACH, AN "ORDER") OR BY ACCESSING OR USING THE QODO MODELS, YOU AGREE TO THESE TERMS. 
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “YOU” OR “CUSTOMER” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE LEGAL ENTITY THAT YOU REPRESENT DOES NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS OR USE THE QODO MODELS. AN “AFFILIATE” OF A PARTY MEANS AN ENTITY CONTROLLED BY, OR UNDER COMMON CONTROL WITH, SUCH PARTY.
The "Qodo Models" mean Qodo's foundational code embedding AI models, and the associated Qodo APIs, model weights and parameters and other underlying technologies.   
The Qodo Models may be subject to additional guidelines, terms, or rules, which will be posted on our website available at https://www.qodo.ai/ (the “Website”), including, without limitation, our Pricing page setting our different subscription plans available at https://www.qodo.ai/pricing/, our Privacy Policy available at https://www.qodo.ai/privacy-policy, our Acceptable Use Policy available at http://qodo.ai/acceptable-use-policy and our Copyright Policy available at [insert link], as Qodo may amend from time to time, as well as the applicable Third Party Provider terms and policies, and any Order between You and Qodo or the Third Party Provider making the Qodo Model available to You.   
If You subscribed to Qodo's proprietary AI-powered code integrity software solution (the "Services"), then these Terms will not apply to such use and the Services will be governed by the Qodo General Terms of Service available at https://www.qodo.ai/terms, by the Qodo Business Terms of Service available at https://www.qodo.ai/business-terms-of-service/ or by any other license agreement by between Qodo and You, as applicable per your subscription tier and the Order. Finally, If you are a user of our Qodo Embed Lite Qodo Model, then your use of such Qodo Model shall instead be governed by our OpenRAIL++-m based license available at [insert link].   
1. License; Delivery; Use Limits
   1. Subject to Your compliance with these Terms and any Order (including the payment of any Fees), Qodo grants You and your Affiliates (in accordance with the number of seats agreed between You and Qodo – "Users") a personal, non-exclusive, non-transferable, non-sublicensable (other than to Your Users), time limited (to the subscription term), revocable right and license to (i) use and access the Qodo Models via Qodo's application programming interface ("Qodo API"; unless explicitly set out herein, any reference to the Qodo Models shall include the Qodo API provided by Qodo in connection therewith) made available to You in connection with your subscription (ii) and create, use and distribute Model Derivatives, both (i)-(ii) solely as permitted hereunder and solely in connection with and as part of Your own application or software (the "Customer Product"). 
   2. To the extent you subscribed to the Qodo Models via a Third Party Provider, such Third Party shall host the Qodo Models and deliver them to You as a cloud service. To the extent you subscribed to the Qodo Models directly, the method of delivery – i.e. as a cloud service managed by Qodo and hosted by a Third Party Provider or on Customer's premises – shall be as set out in the Order or subscription terms with Qodo.  
   3. To enable delivery of the Qodo Models in accordance with these Terms, Customer must allow Qodo's and, to the extent you entered an Order with it, the Third Party Provider's, IP addresses and servers to access Customer's cloud assets and/or virtual private cloud, as applicable. You are solely responsible for providing all equipment, assets and systems needed for you to access and use the Qodo Models, and for their integration with the Customer Product. 
   4. You must not misuse the Qodo Models and the Model Derivatives. Without detracting from the generality of the foregoing, except as otherwise expressly permitted in these Terms or by Us in writing, with respect to the Qodo Models, the Model Derivatives or any content and documentation made available by Qodo on the Website or delivered to You by Qodo or the Third Party Provider in other mediums in connection with the aforementioned (the "Qodo Content"), and you must not, nor attempt, assist or permit anyone else to (a) make available or use the Qodo Content or for the benefit of any third party, other than solely as a feature and in combination with the Customer Product; (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Qodo Models (other than as solely as a feature an in connection wit the Customer Product) or Qodo Content ; (c) use the Qodo Models, the Model Derivatives or the Qodo Content, to transmit any illegal, immoral, unlawful and/or unauthorized materials, or interfere with or violate users' rights to privacy and other rights, or harvest or collect Personal Data (as defined below) without their express consent or other legal basis; (d) use the Qodo Models or Model Derivatives to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other malicious or harmful computer code, file, or program; (e) interfere with or disrupt the integrity, performance or operation of the Qodo Models or any part thereof, or the applications, servers or networks provided by Third Party Providers; (f) tamper with, gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Qodo Models, the Model Derivatives or their underlying technology, including their source code, algorithms or model weights); (g) copy, "frame/mirror", modify, distribute, create derivative works (other than Output and Model Derivatives), translate, port, reverse engineer, decompile, or disassemble the Qodo Models or the Qodo Content, or any material that is subject to our proprietary rights, including without limitation for non-internal or commercial purpose and other than as expressly permitted by these Terms (h) simulate or derive any source code, model weights, or algorithms from the Qodo Models, the Model Derivatives or the Output, or use them to build or train a product, AI model or service which competes with the Qodo Models or the Services; (i) misrepresent or impersonate any person or entity, or falsely state your affiliation, or express, imply that we endorse you in any manner, or represent or distribute inaccurate information about the Qodo Models; (j) except as specifically permitted in writing by Qodo, use the name, trademarks, trade-names, and logos of Qodo, or remove the copyright, trademark or other proprietary notices contained on or in the Qodo Models or Qodo Content; (k) other than in the Output and Model Derivatives, represent that you possess any proprietary interest in the Qodo Models, Qodo Content, or any part or derivative thereof; and/or (l) use the Qodo Models, the Model Derivatives, the Qodo Content or the Output in violation of the AUP.  
   5. In accordance with your chosen subscription plan or as set out in the Order, as applicable, use of the Qodo Models is subject to usage limitations, such as limitations on the maximum number of Authorized Users or on calls made via the Qodo API. Exceeding the limitations may incur excess charges, which we will communicate to you under the terms of the Order or your subscription plan. Customer shall pay such charges accordingly in consideration of Qodo's permission to exceed such usage limitations, which is conditioned on such payments.
   6. Without detracting from suspension right by the Third Party Provider under their agreement with You, any use of the Qodo Models in breach of these Terms, that in our reasonable judgment threatens the security, integrity or availability of the Qodo Models, or of Qodo or its licensors' intellectual property rights associated with, arising out of or integral to the Qodo Models, may result in immediate suspension of your access to the Qodo Models. You agree to notify us immediately if you become aware of any unauthorized use of the Qodo Models. You are responsible for any and all actions taken through use of your accounts and passwords.
2. Representations and Warranties
You hereby represent and warrant that: (i) you will access and use the Qodo Models and the Model Derivatives in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries), including any applicable export control laws, and the terms and conditions of these Terms of Services and the AUP; (ii) you have all consents, rights and authority to provide and submit any and all information provided and submitted by you, including any Input and Customer Data (as such terms are defined below), and all rights to the Customer Product which you use and make available for use in connection with the Qodo Model.
Qodo represents and warrants that the Qodo Models will conform, in all material respects, to any Qodo Content provided to Customer in connection with the Terms and/or Order. In the event the Qodo Models fail to conform with this warranty, subject to receipt of your written notice, Qodo will make efforts to cure such nonconformity. To the extent Qodo fails to cure such nonconformity within 30 days of your written notice of the nonconformity, as your sole remedy and Qodo’s sole liability in connection therewith, you may elect to terminate these Terms and any Order(s), and Qodo will refund you the pro-rated portion of prepaid and unused Fees for Services not rendered for the remaining subscription term. In the event of conflict between the above refund provision and the Third Party Service terms under which you subscribe to the Qodo Models, such Third Party Service terms shall prevail. 
3. Fees and Payment
Any fees we or the Third Party Provider, as applicable (the "Fees"), charge for the Qodo Models and any additional terms and conditions applicable thereto will be detailed in the applicable online description or subscription plan of the Qodo Models on the Website or the Third Party Provider website or platform via which you access the Qodo Models, or in your Order with Qodo or the Third Party Provider. Fees are non-refundable except as expressly agreed by Qodo in writing or required by law. Billing may be performed by the Third Party Provider via which you access the Qodo Models, by Qodo or its Affiliates, including  a Third Party Provider thereof. Fees are exclusive of taxes, levies or duties.  
4. Intellectual Property Rights; Derivatives; Feedback 
   1. Prompts or other input you provide to the Qodo Model for the generation of Output (the "Input") shall be considered Customer Data and subject to the provisions of Section ‎4.3. In addition, Qodo relinquishes all rights it might have in output generated by the Qodo Models based on Customer's Input (the "Output") and shall assign to Customer all its right, title and interest in and to the Output, without making any representation or warranty as to the nature of such rights, title and interest, to the maximum extent permitted by law and any third party licenses governing information shared with the Qodo Models, and subject to Customer's compliance with these Terms of Service, including Section ‎‎‎1.4 herein.  You acknowledge that due to the nature of machine learning and the underlying models of the Qodo Models, the Qodo Models may generate similar or identical output for users providing similar content or input and understand that such output generated for other users will not be owned by you. 
   2. In addition to generation of Output, You may fine-tune the Qodo Models to create modifications, enhancements, adaptations, or derivations of the Qodo Models ("Model Derivatives"), provided that, if you subscribed to the Qodo Models via a Third Party Service, such fine-tuning may only be done through said Third Party Service.  Qodo relinquishes all rights it might have in the Model Derivatives and shall assign to Customer all its right, title and interest in and to the Model Derivatives, without making any representation or warranty as to the nature of such rights, title and interest, to the maximum extent permitted by law, and subject to Customer's compliance with these Terms of Service, including Section ‎‎‎1.4 herein  
   3. Other than the Customer Data, the Model Derivatives and the Customer Product, all intellectual property rights in and to the Qodo Models, Qodo Content, and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with Qodo and its licensors. 
   4. All intellectual property rights in any information, materials or Confidential Information provided by Customer to Qodo or the Third Party Provider, including any modifications, enhancements and derivatives thereof (collectively, “Customer Data”) lie exclusively with Customer or its licensors. 
   5. Customer hereby grants to Qodo and its Affiliates,  a non-exclusive, royalty-free, limited (during your subscription term), worldwide license to use all Customer Data provided to Qodo (directly or indirectly via the Third Party Provider) in connection with Customer's use of the Qodo Models hereunder, to permit Qodo to deliver the Qodo Models to Customer as set forth in these Terms, all subject to Qodo's compliance with applicable law and privacy regulations. Without derogating from the foregoing, Qodo will (i) not use Your Customer Data to develop, improve, teach, train or inform the Qodo Models' or Services' AI-related algorithms, integrated or interoperating third party foundation models, products, services, code, system or functions, unless Customer explicitly approves such development, improvement, training or informing in advance, for the sole purpose of delivering and improving Customer's specific provision and use of the Qodo Models, by having Customer’s authorized person opt-in; and (ii) to the extent You share any Customer Data with Qodo, only retain such Customer Data you share with Qodo for up to 48 hours, unless a longer period is agreed between Qodo and the Customer or such longer period is required under applicable law. Upon Your written request to Qodo or the Third Party Provider, Qodo can reduce the 48 hours to zero hours. 
   6. To the extent You provide us any feedback, input, comments or suggestions regarding the design, functionality or operation of the Qodo Models ("Feedback"), we will own all rights in the Feedback and may freely use and incorporate the Feedback into the Qodo Models, the Services or any of our current or future products or services.


5. Privacy; Data Security
   1. To the extent Qodo processes the personal data of Customer or its Users, as such term is defined under applicable privacy laws ("Personal Data"), Qodo will process Your Personal Data in accordance with our Privacy Policy. You will not share with the Qodo Models any "protected health information" or Personal Data which constitutes "sensitive Personal Data" under applicable law without Our prior written consent and the appropriate agreements in place. Any Personal Data you share with the Qodo Models as Input will be shared at your sole liability and risk. 
   2. Qodo will undertake measures, policies and procedures designed to (a) protect the Qodo Models and Customer Data against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to Customer Data security and unauthorized access, and (c) minimize such risks. In order to fulfil the foregoing, the terms of Qodo’s Security Exhibit available at http://qodo.ai/security-exhibit or attached to the Order are hereby incorporated to these Terms. In addition, Qodo will inform you without undue delay after we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data transmitted, stored or otherwise processed.
6. Third Party Services 
To the extent You access and use the Qodo Models via a Third Party Service, it is hereby clarified that  such Third Party Services and their Third Party Providers are beyond Qodo's control and Customer’s use of the foregoing will be done pursuant to such Third Party Provider's own agreements, terms and conditions, privacy and other policies. Customer acknowledges and agrees that the operation or availability of the Third Party Services may impact, or be impacted by, the use and reliability of the Qodo Models. Qodo does not assume any responsibility or liability for any Third Party Services or Providers (including any third-party AI foundation models), or any Third Party Provider's terms of use, privacy policies, actions, omissions, or practices.
7. Confidentiality
   1. To the extent Confidential Information of a party is disclosed Our provision of the Qodo Models to You, the receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein;(ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under these Terms; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief. Subject to any provisions to the contrary in any non-confidentiality agreement between you and Qodo, the confidentiality obligations hereunder shall expire three (3) years from the date of termination or expiration of these Terms.
   2. For the purposes hereof, "Confidential Information" means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential  but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms or another confidentiality agreement and/or any use of or reference to the Confidential Information. 
8. Disclaimer; Limitation of Liability; Indemnification 
   1. OTHER THAN QODO’S SPECIFIC WARRANTY UNDER SECTION ‎2.2, QODO PROVIDES THE QODO MODELS, QODO CONTENT, AND OUTPUT TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND QODO EXPRESSLY DISCLAIMS ALL WARRANTIES - STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. QODO FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE QODO MODELS WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER IS SOLELY RESPONSIBLE FOR THE CUSTOMER DATA AND THE MODEL DERIVATIVES AND SHOULD EVALUATE THE ACCURACY AND PERFORMANCE OF THE OUTPUT AND MODEL DERIVATIVES IN EACH CASE, INCLUDING BY CONDUCTING HUMAN REVIEW AS NECESSARY. IN NO WAY WILL BE QODO OR OBLIGATED WITH RESPECT TO THIRD PARTY SERVICES, THIRD PARTY PROVIDERS AND THE MODEL DERIVATIVES. 
   2. IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE QODO MODELS EXCEED THE FEES PAID OR PAYABLE BY YOU FOR THE QODO MODELS GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND WILL NOT APPLY TO DAMAGES ARISING OUT OF A PARTY’S FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY (OTHER THAN WITH RESPECT TO PERSONAL DATA), INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, TO CUSTOMER'S PAYMENT OBLIGATION OR THE INDEMNIFICATION OBLIGATIONS HEREUNDER. 
   3. NOTWITHSTANDING THE FOREGOING AND ANYTHING TO THE CONTRARY IN THESE TERMS OR ANY DATA PROCESSING ADDENDUM BETWEEN YOU AND QODO ("DPA") (1) QODO’S LIABILITY FOR BREACH OF THE DPA, OUR OBLIGATIONS PURSUANT TO SECTION ‎6 AND THE AMOUNT QODO IS REQUIRED TO SPEND IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER WILL BE LIMITED TO A TOTAL AGGREGATE AMOUNT EQUAL TO THREE (3) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE QODO MODELS GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM; AND (2) THE AMOUNT CUSTOMER IS REQUIRED TO SPEND IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS UNDER SECTIONS ‎9.1(ii-iii) WILL BE LIMITED TO A TOTAL AGGREGATE AMOUNT EQUAL TO THREE (3) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE QODO MODELS GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, ANY CAP SET OUT HEREIN IS IN LIEU OF AND NOT IN ADDITION TO THE AMOUNT SET FORTH IN SECTION ‎8.2.
9. Indemnity
   1. You will indemnify, defend, and hold harmless Qodo, its Affiliates, the Third Party Providers and their respective shareholders, resellers, vendors, employees and agents from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party arising out of or alleging that the Customer Data, Input, Output, the Derivative Models or your use of the Qodo Models (i) infringes or misappropriates a third party’s intellectual property rights or (ii) violates applicable law (including the privacy rights of a third party) or (iii) any other third party claim arising out of Your breach of these Terms.


   2. Qodo shall defend, indemnify and hold harmless Customer and its Affiliates from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to any claim, demand, suit or proceeding by a third party arising out of or alleging that (i) when used by You in accordance with these Terms and the AUP, the Qodo Models, Codium Content, or the Output (for the Output, subject to the specific conditions set out in Section ‎9.4) infringes any third party intellectual property right; and (ii) when used by You in accordance with these Terms and the AUP, the Qodo Models or Qodo Content violate applicable law (including the privacy rights of a third party). For the avoidance of doubt, Qodo's indemnity hereunder shall not apply to the Model Derivatives. 


   3. Indemnification under Sections ‎‎9.1-‎9.2 shall be conditioned upon: (a) the indemnified party notifying the indemnifying party of the claim immediately upon becoming aware thereof, (b) the indemnified party allowing the indemnifying party to assume full control of the defense and settlement of such claim, provided that the indemnifying party will not enter into any settlement without the indemnified party's prior written consent, and (c) the indemnified party reasonably cooperating with the indemnifying party in the defense and settlement of the claim, at the indemnifying party’s expense.




   4. In addition to the foregoing, Qodo’s indemnity obligation in connection with third party intellectual property infringement caused by the Output under Section ‎9.2(i) is further conditioned upon: (i) Customer not tampering with the Qodo Models in violation of Section ‎1.7(e-f); (ii) Customer not modifying, using or distributing the Output or the Derivative Models in a manner Customer knows, or should know, is likely to infringe or misappropriate third party intellectual property rights; (iii) Customer having sufficient rights in the Input. 


10. Term; Termination
   1. Subject to this Section ‎10  and to any specific subscription terms set out in your Order, subscription plan and/or on the Website and/or applicable Third Party Service via which you use the Qodo Models, these Terms will remain in full force and effect while you use the Qodo Models. We may (a) suspend your rights to use the Qodo Models or (b) terminate these Terms and your subscription to the Qodo Models, at any time for any reason at our sole discretion, including for any use of the Qodo Models in violation of these Terms, provided that, in the event we terminate your subscription not due to Your breach or a breach by Your Users (and subject to any provision to the contrary in the Third Party Service agreement, if applicable), we will refund you pro-rated and unused portion of any prepaid Fees for the unused period.
   2. Subject to your subscription plan or any specific renewal provisions set out in your Order (which will supersede this Section ‎‎10.2), we will automatically renew your subscription to the Qodo Model for  the same subscription period. To cancel such automatic renewal, you must unsubscribe to such Qodo Model at least 14 days prior to the end of the applicable subscription period, or as otherwise stated in the online subscription plan or description of the Qodo Model. Cancellation will take effect immediately and you will not be charged again.  
   3. Upon termination of Your subscription to the Qodo Model, You and Your Users' right to access and use the Qodo Models and Model Derivatives will terminate immediately, and you must promptly cease any use, marketing or distribution of the Model Derivatives, including in connection with the Customer Product. You understand that any termination of your subscription may involve deletion of your Customer Data associated therewith. To the extent you have agreed on retention of Customer Data by Qodo, Qodo will allow you to retrieve such Customer Data for a period of 30 days following the termination and will delete it afterwards. Other than the foregoing, Qodo will not have any liability whatsoever to you for any termination of these Terms. All terms and provisions of these Terms, which by their nature are intended to survive any termination or expiration of these Terms, will so survive, including Sections ‎4-‎9, ‎11 and ‎‎13.
11. Notices
‍All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by email transmission with written confirmation of receipt, addressed to the address set forth on the signature page or to such other address as any party hereto may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given 3 calendar days after posting.
12. Modifications 


   1. Unless otherwise agreed in an Order, these Terms (and any schedule thereof or document or policy incorporated herein, subject to their specific amendment terms) and the use limitations, pricing and specifications of the Qodo Models may be subject to periodical modifications, revisions or amendments, with or without notice, at Qodo's sole discretion; We encourage you to review the Terms regularly. The last revision will be reflected in the "Last Updated" heading. We or the applicable Third Party Service provider will notify you of the update, including by posting such updated terms on the Website. 
   2. Your continued use of the Qodo Content or the Qodo Models following any such amendments will be considered as your consent to the amended Terms. At all times, the latest version of these Terms shall be binding and prevail over any other version.
   3. Notwithstanding the foregoing, and subject to anything to the contrary set out in an Order, any price updates made unilaterally by Qodo will only apply following the commencement of Customer's next billing cycle, as set out in your subscription plan with Qodo (for example, if Customer subscribed to a monthly plan, the price update will commence on the month following the one in which the update is made). 


13. General


   1. Without detracting from the provisions of any separate agreement between You and the Third Party Provider (if applicable), these Terms (including any Order, agreement, policy or document incorporated herein) constitute the entire agreement between Qodo and Customer and supersede any previous agreements or representations, either oral or written, with respect to the subject matter of these Terms. 
   2. Customer shall not transfer or assign its rights or obligations under these Terms to any third party. Any purported assignment contrary to this section shall be void. Qodo may freely assign these Terms and any Orders and its rights and obligations under these Terms and any Orders upon written notice to Customer (including by a Website notice). Without derogating from the foregoing, there are no third party beneficiaries to these Terms. Customer is solely responsible for its Affiliates’ and Users’ use of the Qodo Models and has the sole right to enforce such Affiliates’ rights on their behalf. 
   3. Nothing in these Terms shall be construed as creating any employment, agency, partnership, trust arrangement, fiduciary relationship, or any other form of joint enterprise between you and Qodo. 
   4. If any part of these Terms is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect. 
   5. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of these Terms or to exercise any rights or remedies under these Terms or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance. 
   6. If your Order is with Codium Ltd. or if you are located outside North America, then these Terms are governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the courts of Tel Aviv, Israel, provided that if your Order is with CodiumAI, Inc. or if  you are located in North America, then these Terms shall instead be governed by the laws of the State of New York, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be subject to the exclusive venue and personal jurisdiction of the courts located in the State of New York. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Notwithstanding the above, either party can apply to any court within any jurisdiction whatsoever with respect to a claim for injunctive relief for breach of the confidentiality obligations herein or to address an infringement or misappropriation of its intellectual property rights.