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These Developer Terms (these "Developer Terms") are a binding agreement between Coda Project, Inc. and you, either as an individual on your own behalf, or the organization that you represent in agreeing to Coda’s Terms of Services and these Developer Terms (“You” or “you”, or any variation thereof). These Developer Terms supplement and form a part of Coda’s and are incorporated by reference therein, and, if applicable, into such other agreement that you have entered into with Coda that governs your use of the Services. “Coda” or “we” or “us” refers to Coda Project, Inc. (or its successors or assigns). Capitalized terms used and not otherwise defined herein shall have the meanings as set forth in Coda’s .General. These Developer Terms cover your use of our developer tools and developer platform, including any application programming interface(s) (“API”), API keys, CLIs, sample code, access tokens, software development kits, and other related software or tools as may be made available by Coda to you from time to time (collectively, the “Developer Platform”). The Developer Platform enables you to develop, use, provide, and/or make available packs, integrations, applications, code, plugins, content, services, or extensions that are designed to be used with the Services by end users (“Packs”).Registration. To use the Developer Platform, you must follow Coda’s registration process and credentialing requirements, and any other requirements as may be required by Coda from time to time.Developer Guidelines. You, your use of the Developer Platform, and your Packs must comply with Coda’s developer rules, instructions and other guidelines (the “Developer Guidelines”), which form a part of and are incorporated by reference into these Developer Terms, and which may be amended by Coda from time to time. Developer Guidelines are currently available at . Publishing Packs. To make Packs available on the Developer Platform and/or in connection with the Services, you must submit the Packs to us for review in accordance with our instructions and be in compliance with any the Developer Guidelines. We reserve the right to, at any time, review your compliance with the Developer Guidelines, these Developer Terms, the , and any other technical, security, performance or other applicable criteria to ensure your compliance therewith. You agree to comply with such review processes at our request and to provide us with all reasonably requested access and information with respect thereto, including with respect to your Packs. We may change our review processes at any time, with or without notice.You are responsible for providing accurate information about your Packs. If any information is inaccurate, misleading or needs to be updated or modified, you will promptly provide Coda with corrections, updates, or modifications.Your Use Rights. Subject to your continued compliance with these Developer Terms (including the Developer Guidelines) and our , we grant to you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use the Developer Platform to develop and make available Packs for use in connection with the Services.Hosting Rights. Your Packs are generally made available by way of Coda hosting such Packs on your behalf. You hereby grant to us an exclusive, sublicensable (through multiple tiers), transferable, irrevocable, fully paid-up, royalty-free license under any and all Packs you develop, create or to which you contribute, to review, host (including on your behalf), access, use, copy, make available, distribute, perform, transmit, support, troubleshoot, and display such Packs and enable their operation in connection with the Services. For the avoidance of doubt, and without limiting any of Developer’s warranties or obligations herein, Coda does not have any obligation to support or troubleshoot your Packs. Usage. Coda may monitor your usage of the Developer Platform and limit your access to or use of the Developer Platform or the Services if Coda believes that your usage is in breach of these Developer Terms, including any Developer Guidelines, or may otherwise negatively impact the Developer Platform or impose risk or liability on Coda, in each case, in Coda’s sole discretion. Additionally, Coda may limit certain access to the Developer Platform (e.g., limitations on duration, frequency, and quantity of requests or calls).End User Data. Coda may access and use End User Data (as defined herein) in connection as permitted hereunder and as otherwise required to provide the Developer Platform or the Services, and/or otherwise in accordance with Coda’s Privacy Statement. You must ensure that your Packs and your collection of any End User Data complies with all applicable Laws, including but not limited to all applicable international, federal, state, provincial and local laws, rules, and regulations relating to data privacy and security. Unless otherwise agreed with Coda, you and your Packs must not store, process, transmit or otherwise use any social security numbers, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other information which may be subject to specific data privacy and security laws including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children's Online Privacy Protection Act (COPPA),or the GDPR or any other data which is considered to be sensitive or which could give rise to notification obligations under data breach notification laws.Monetization of Packs. This section applies to Packs you publish, make publicly available, or otherwise share for a fee. You are under no obligation to charge a fee for any Pack.Pricing. Subject to these Developer Terms, you are responsible for determining and setting the price and other related terms for your Packs (the “List Price”). Coda may, from time to time, impose additional rules and restrictions on List Pricing, including, without limitation, limits on how frequently you may adjust a List Price, minimum or maximum prices, and the period of effectiveness following modification of List Price. Trials and Discounts. Coda may also offer you the option to offer your Pack on a trial basis, at no cost, limited cost, discounted cost, or such other mechanisms as Coda may determine from time to time.Revenue Share. Subject to these Developer Terms, for each Sale, except as otherwise expressly agreed by Coda in writing, Coda will pay you seventy percent (70%) of the net proceeds retained by Coda (less applicable sales tax) (the “Revenue Share”). “Sale” includes any initial or renewal sale, subscription or license of a Pack for a fee.Currency Conversion. Unless otherwise agreed by Coda, you will designate your List Price in United States Dollars (USD) and Coda will make all Revenue Share payments to you in USD. In certain non-United States countries, Coda may, in its discretion, list your Packs and make Sales to end users in currencies other than USD. In this case, your USD denominated Revenue Share payment may fluctuate, and Coda will make the applicable currency conversions for your Revenue Share payment.Payment by Coda. Coda may delay payment to you for a certain period after Coda has received final payment from or on behalf of an end user for a Sale (if a Pack is sold to an end user using a credit card, final payment will be deemed to have occurred when the applicable credit card company or bank has fully settled the payment for the applicable purchase). After such period, Coda will pay the Revenue Share due to you via a third-party payment processor. You agree to provide such payment processor with information on a valid bank account in your name. Coda is entitled to accrue and withhold payments, without interest, until the total amount due to you (net of any tax withholding) is at least US$100.00 (or equivalent). You agree that any fees charged by your bank, payment processor, or other financial service used by you in connection with your receipt of Revenue Share payments are solely your responsibility. For the avoidance of doubt and notwithstanding anything to the contrary herein, any financial obligation of Coda with respect to Revenue Share for a particular Sale to you is contingent on Coda actually receiving and retaining the proceeds for a Sale. In the event that Coda does not receive payment for a Sale, or any such payment is charged-back or otherwise reversed, Coda shall have no obligation to you with respect to such Revenue Share.Refunds; Withholding of Revenue Share. Coda may issue cash refunds or credits of the applicable Sale amount (or portions thereof) to end users in its sole discretion. If Coda issues a refund or credit prior to paying you the Revenue Share for the applicable Sale, then you agree and acknowledge that you will not receive and will have no right to receive a Revenue Share on that portion of the Sale amount that was refunded or credited. In addition, if Coda pays you a Revenue Share on a Sale and later issues a refund or credit to the end user for such Sale (or receives a chargeback related to the Sale), Coda may offset the amount of the Revenue Share that Coda previously paid you against future Revenue Share or other amounts that would otherwise be payable to you, or require you to remit that amount to Coda (including through automatic debit). Coda may also withhold and offset sums you owe to Coda against amounts that are payable to you.Taxes. You are responsible for any income or other taxes due and payable resulting from Coda’s payments to you. Accordingly, unless otherwise stated, the amounts due to you hereunder are exclusive of any taxes that may apply to such payments. Coda maintains the right to deduct or withhold any applicable taxes payable by you from amounts due from Coda, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to you.Bundled Packs. From time to time, Coda may invite you to include your Pack as part of a bundled offering to certain Coda customers (a “Bundle”). The inclusion of a Pack in a Bundle shall be subject to an additional review and approval process, and continued compliance with Coda’s , including these Developer Terms. You may be requested to furnish additional materials and information relating to your Pack prior to inclusion in a Bundle. Bundled Packs require you to provide enhanced levels of support and maintenance obligations for your Pack. If Coda accepts and approves your Pack for inclusion in a Bundle, Coda shall reach out to you to negotiate separate pricing and other additional terms and conditions for such Pack with respect to such Bundle. For avoidance of doubt, Coda shall have no obligation to include or sell any Pack in a Bundle, and the separately negotiated pricing terms will govern will respect to sales of the Pack in the Bundle.Conditions on Use. You agree not to (and not to authorize any third party to): (a) use the Developer Platform except to develop Packs for use with the Services and in accordance with the Developer Guidelines; (b) modify or create any derivative works of the Developer Platform (except to the extent your Packs are deemed derivative works under applicable law); (c) take any action that would subject the Developer Platform to any third party terms, including without limitation any "open source" software license terms; (d) make any calls to the Developer Platform that are not driven by a request from an end user or the Pack itself, other than as part of reasonable testing of your Packs with the Developer Platform; (e) copy, frame or display any elements of the Services through your Packs or use the Developer Platform with Packs that substantially replicate any features or functionality of the Services, except as expressly authorized by Coda in writing; (f) copy, distribute, sell, sublicense, rent or lease the Developer Platform or any access key provided by Coda or use such items for hosting, service provider or like purposes; (g) access the Developer Platform for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the Developer Platform or the Services or (h) use the Developer Platform in violation of Coda’s acceptable use policy. You agree that Coda may exercise any of its rights through subcontractors and subprocessors providing services to Coda. You agree that Coda may, from time to time, access the source code for your Pack for reasons relating to troubleshooting, support, or for privacy, security or platform performance, or the abandonment of your Pack. You will immediately notify Coda in writing if you become aware of any use of Packs by any third party in violation of these Developer Terms (or the ) and will use best efforts to cause such third party to cease any such use. You agree that Coda will have the right (but not the obligation) to take action against such third party, including by enforcing any intellectual property rights in Packs against such third party. You will cooperate with Coda in connection with any such action, including, if necessary, by being joined as a party to such action. Coda may, in its sole discretion, disable, freeze, throttle, suspend, limit or remove, in part or in whole, any Pack or any functionality relating thereto. Coda may also stop any transaction, or take other actions as needed to restrict access to or availability of any content that does not comply with these Developer Terms or that otherwise might adversely affect the Services or Coda’s users. Source Code. You are under no obligation to do so, but by choosing to publish, share, or otherwise make available your Pack’s source code as part of the Services, you grant Coda and other Users a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such source code in any and all media or distribution methods (now known or later developed) under the (such source code, “Published Source Code”).You agree that this license includes the right for Coda and other users of the Services to make your Published Source Code available to others for the publication, distribution, syndication, or broadcast of such Published Source Code on other media and services, subject to our . Such additional uses by Coda or others may be made with no compensation paid to you with respect to the Published Source Code.Coda and its Users may modify or adapt your Published Source Code in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Published Source Code as are necessary to conform and adapt that Published Source Code to any requirements or limitations of any networks, devices, services or media.You are responsible for any Published Source Code, and for any consequences of publishing, including the use of your Published Source Code by other users and third party partners. You understand that your Published Source Code may be republished and if you do not have the right to submit source code for such use, it may subject you to liability. Coda will not be responsible or liable for any use of your Published Source Code in accordance with our and these Developer Terms.Warranties. You hereby affirm, represent, warrant and covenant the following:You have full power and authority to enter into and perform your obligations under these Developer Terms (including to use and make your Packs available) without violating this or any other agreement.You are responsible for the conduct of your end users and their compliance with these Developer Terms and the Developer Guidelines.Your Packs and use thereof will not violate any applicable laws or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights.The publication or Sale of your Packs will not violate any third party terms of service, policy or license to which you are bound.You will not interfere with our business, including the way in which we license, provide, or distribute the Services, including other Packs, or the Developer Platform.Your Packs will not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code and will not cause injury to any person or damage to any property.You will not suggest any affiliation with us, including any suggestion that Coda sponsors, endorses or guarantees your Packs.You will not distribute or resell the Services or make any representations, warranties or commitments regarding us or on our behalf with respect to the Services or the Platform.Use of Marks. We may (but are not obligated to) use your name, logo, and your other trademarks and trademarks (“Marks”) related to your Packs, to identify you as a developer of Packs and user of the Services, or to promote your Packs, the Services, or the Platform, and you hereby grant us a non-exclusive, sublicensable, transferable, royalty-free, fully paid-up license under your name, logo and your other trademarks, including those related to your Packs (“Marks”) to identify you as a developer of Packs and user of the Services, to promote your packs, the Services, and the Platform, and for promotional purposes, including on the Platform, in the Services, or on our website or other public or private communications with current and prospective customers, in each case subject to reasonable, written trademark usage guidelines that you may provide to us from time to time.Ownership. As between Coda and you, Coda does not claim ownership of your Packs, or any of your code, and you reserve all rights not expressly granted in these Developer Terms, including any goodwill associated with your Marks. Coda and its licensors retain all ownership and other rights (including all intellectual property rights) in the Developer Platform, the Services and any Coda Marks (including associated goodwill). Any feedback, comments or suggestions provided by you about the Developer Platform, the Services, or any other Packs ("Feedback") is at your discretion and Coda may use any and all such Feedback for any purpose, at Coda’s sole discretion.Developer Responsibilities. You are solely responsible, at your own expense, for the development, operation, functionality, security, support, and troubleshooting of your Packs, and are solely liable and responsible for your relationship with all end users of your Packs (“Pack End Users”).End User Terms. You must ensure all of your Pack End Users enter valid, enforceable, written agreements governing their use of your Packs, which must comply with all applicable laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications or the export of technical or personal data (such agreement, “End User Terms”). To the extent that you do not supply your own end user terms, you expressly agree that Default EULA terms located at shall apply (the “Default EULA”) until and unless you have entered into separate End User Terms with your Packs End Users. Coda is providing the Default EULA for your use as a convenience and is not responsible for the terms contained in the Default EULA. If you do not agree with or wish to use the Default EULA for use with your Pack, we encourage you to supply your own End User Terms.End User Privacy Policy. You must provide a clear, complete, legally adequate, and conspicuous privacy policy to each Pack End User from whom you or your Packs collect, access, or otherwise processes data, content or information (including Personal Data) (such data, “End User Data”; and such policy, an “End User Privacy Policy”), which must (A) notify Pack End Users that you (and not Coda) are responsible for the privacy, security, and integrity of all End User Data processed by you or your Packs; and (b) provide clear and complete information to Pack End Users regarding your access, collection, and processing of End User Data, with whom you share it, and in which countries it will be stored or processed, along with all other disclosures required by applicable law. You must comply with all terms and conditions of your End User Privacy Policy, and promptly notify us and your Pack End Users and Coda of any material changes thereto.Data and Security. A Pack End User may enable you or your Packs to process End User Data in connection with their use of your Packs or the Services. We may also provide you with access to End User Data as part of or in furtherance of the foregoing. You are responsible for obtaining all necessary rights, consents, and permissions for the processing of End User Data, and must ensure that all such use complies with your End User Terms, End User Privacy Policy, and all applicable laws. If you use the Developer Platform to process End User Data from us, you must limit such processing solely to the extent (a) authorized and/or consented to by the applicable Pack End User and (b) required to provide functionality of your Packs. You shall not sell any End User Data. We shall not be liable for, or have any responsibility in connection with, End User Data processed by you or your Packs, and such activities are not in any way by or on behalf of us. You must use industry-standard security processes and procedures that are reasonable and appropriate for End User Data you process, and you must comply with all security, technical, coding, encryption, and authentication requirements established and provided by Coda (including as set forth in the Developer Guidelines). In the event you become aware of any actual or suspected (a) unauthorized access, acquisition, use, disclosure, modification, loss or destruction of End User Data in your or your agents’ or contractors’ possession or control; (b) security vulnerability or compromise to your Packs; or (c) issues involving your Packs that degrade our systems or networks (each, a “Security Incident”), you agree to immediately notify Coda of such occurrence (except to the extent prohibited by applicable law). You shall provide Coda with all relevant information regarding the Security Incident, including how it may impact the Services, Pack End Users and End User Data, and shall provide further information and assistance as we may request, including access to relevant code to allow us to ensure no further risk to the Platform or Services. In the event of a Security Incident, you will be solely responsible for investigation and remediation thereof (including all expenses therefor), including breach notifications, reporting, credit monitoring, and call center remediation, in accordance with laws and industry standards. You specifically agree to indemnify and hold us harmless for any liability or damages that result from such a Security Incident. You agree that you shall obtain our written consent prior to making any breach notifications that refer directly or indirectly to the Platform, the Services, or us.Pack End User Agreements with Coda. You acknowledge that a valid license or subscription with us is required in order to use the Services and your Packs in connection therewith. Accordingly, you will not facilitate or encourage any of your Pack End Users to violate any agreement with us or interfere, circumvent, delay, or otherwise deter or inhibit any Pack End User’s entry into, acceptance of, or compliance with any agreement with us. If you or your Packs send any data to the Developer Platform or the Services on a Pack End User’s behalf, our processing of such data will be subject to the applicable agreement between us and such Pack End User governing their use of the Services.Permitted Communications with End Users. You may use End User Data to communicate directly with Pack End Users only where communication is with technical or billing contacts, required by applicable Law, or as expressly consented to or requested by such Pack End Users. You are not permitted to send advertising or marketing messages within any Pack End User experience integrated with the Platform or Services without our express written consent or otherwise in violation of any applicable law.No Resale of Services or Platform. You shall not charge Pack End Users, directly or indirectly, for use of or access to the functionality of the Services or Platform; provided that the foregoing shall not prohibit you from charging fees for access to and use of your Packs pursuant to the terms of these Developer Terms and the separate .Sole Responsibility for Support or Maintenance. Coda has no obligation to provide any maintenance or support for Packs, the Developer Platform (or to end users of Packs) or to fix any errors or defects. If Coda in its discretion provides any updates, modifications, enhancements or other new releases to the Developer Platform, such materials will be deemed included in the "Developer Platform" under these Developer Terms unless Coda specifies otherwise. Developer is specifically charged with providing support to Pack End Users and will provide support and maintenance for such Packs in accordance with Developer’s terms and conditions for such Packs.Changes to Platform. From time to time, Coda may change the Developer Platform or the Services. Future versions of the Developer Platform may not be compatible with Packs developed using previous versions. Coda typically makes these changes as part of its overall developer program and is unable to provide notice of the changes to developers individually. Coda will have no liability resulting from the actions described in this paragraph.Termination. These Developer Terms remain in effect until terminated.By Developer. You may terminate these Developer Terms at any time by ceasing all use of the Developer Platform and any relevant developer credentials (including removal of any and all Packs).By Coda. Coda may terminate these Developer Terms (a) for no reason or any reason upon thirty (30) days' notice to you or (b) if you breach any provision of these Developer Terms and do not cure such breach within ten (10) business days after written notice of the breach (or immediately in Coda’s discretion in case of willful or significant breaches, or breaches that are incapable of being cured within such period). Coda may also suspend your use of the Developer Platform (including the use or provision of any Packs) or terminate these Developer Terms immediately if Coda is required to do so by law, if Coda ceases to offer the Developer Platform, the Services or its developer program or if Coda determines, in its sole discretion, that continuing under these Developer Terms could result in legal or business liability or cause harm to its products, services, reputation or users.Effect of Termination. Upon any suspension or termination of these Developer Terms or your access to the Developer Platform, you must cease using the Developer Platform and, at Coda’s request, return or destroy all Confidential Information. Sections 13 through 24 will survive any termination of these Developer Terms. After termination, you will have no further access to the Developer Platform or to any data or content that was submitted to Coda relating to the Developer Platform.No Liability. Coda will have no obligation or liability resulting from termination or suspension of these Developer Terms as permitted above.DISCLAIMER OF WARRANTIES. WITHOUT LIMITING THE GENERALITY OF CODA’S OR ANY OTHER AGREEMENT ENTERED INTO BETWEEN USER AND CODA, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEVELOPER PLATFORM AND THE SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND CODA AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. CODA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY OR COMPLETENESS OF THE DEVELOPER PLATFORM OR THE SERVICES, THAT CODA WILL CONTINUE TO OFFER THE DEVELOPER PLATFORM OR ITS DEVELOPER PROGRAM OR THAT USE OF THE DEVELOPER PLATFORM OR ANY CODA PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.Indemnification. You agree to defend, indemnify and hold harmless Coda and all Coda Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) Pack End Users’ use of and access to your Packs; (b) your violation or alleged violation of any term of Coda’s or these Developer Terms, including without limitation any breach of your representations and warranties herein; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your violation of any applicable law, rule or regulation; (e) your Pack or any content that is submitted via your Packs, including without limitation misleading, false, or inaccurate information; or (f) your gross negligence, fraud, or willful misconduct. Coda may, at its own expense, participate in the defense and settlement of any claim with its own counsel, and you agree that you shall not settle a claim without Coda’s prior written consent (not to be unreasonably withheld).Independent Development. You acknowledge that we develop our own products and services and work with many other partners and developers in furtherance of the Services and the Developer Platform, and either we or these third parties could develop products or services which are similar to your or your Packs. You agree that your participation as a developer on the Developer Platform does not limits Coda or such third parties from doing so.Changes to Terms. Coda may modify these Developer Terms from time to time, including any referenced policies, terms or their URLs. Coda will use commercially reasonable efforts to notify you of modifications as provided in the . You may be required to click through the modified Developer Terms or the to show your acceptance and in any event your continued use of the Services or the Developer Platform after such modifications constitutes your acceptance to the modifications. If you do not agree to any modified terms, your sole remedy is to terminate your use of the Services and the Developer Platform.Usage Data. In addition to Coda’s other rights, Coda may collect certain data and information regarding your use of the Developer Platform, including data about requests and API use, Pack metadata, and the end user accounts that you access ("Usage Data"). We may use Usage Data for any purpose in connection with operating, improving, and supporting the Developer Platform or the Services.Last Modified: August 30, 2022
Developer Terms
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