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Developer Terms

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 Terms of Service.
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 as part of 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 Terms of Service, 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.
Your Use Rights. Subject to your continued compliance with these Developer Terms (including the Developer Guidelines) and our Terms of Service, 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 reach 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 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 Policy. 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.
Marketplace. These Developer Terms do not include terms relating to a Packs “marketplace” (or such other Coda venue which permits monetization of your Packs, including our Gallery). In the event that Coda makes available a “marketplace” to its developers, such terms shall be separately provided by Coda, including by way of an update to the Terms of Services or these Developer Terms (or pursuant to a separate agreement between you and Coda).
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. 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 Terms of Service) 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 will have the right to examine, collect, and analyze data and other information relating to the provision, use or performance of the Developer Platform and any Packs and related systems and technologies, and to aggregate and/or de-identify all such data and information. Coda will be free at any time to: (i) use such information and data to improve and enhance the Developer Platform or the Services; and (ii) disclose such data in aggregate or other de-identified form in connection with its business.
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.
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.
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 text 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. 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 separate applicable Packs marketplace agreements (solely to the extent to which Coda offers a marketplace or similar venue to allow you to monetize your Packs).
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 11 through 21 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 TERMS OF SERVICE 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.
Limitations of Liability. WITHOUT LIMITING THE GENERALITY OF CODA’S TERMS OF SERVICE OR ANY OTHER AGREEMENT ENTERED INTO BETWEEN USER AND CODA, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CODA BE LIABLE (A) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR (B) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIES EXCEEDING FIVE HUNDRED U.S. DOLLARS ($500.00). NOTWITHSTANDING ANYTHING TO THE CONTRARY, CODA HAS NO WARRANTY, SERVICE LEVEL, SUPPORT, SECURITY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR PACKS (OR THEIR COMBINATION, INTERACTION OR USE WITH THE SERVICES OR END USER DATA). You acknowledge and agree that this Section reflects a reasonable allocation of risk and will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and that Coda would not enter into these DEVELOPER Terms without these liability limitations. This Section will survive notwithstanding any limited remedy's failure of essential purpose.
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 Terms of Service. You may be required to click through the modified Developer Terms or the Terms of Service 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 as described in Section 17 (Termination).
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.
Open Source Software. Certain code distributed in and as part of the Developer Platform may be licensed under or include components subject to "open source" software terms (“OSS”). If applicable, Coda will identify any OSS included or distributed in, through, or as part of the Developer Platform. Such OSS licenses may grant you additional rights to the OSS code itself and allow you to use the OSS outside of the Developer Platform. Notwithstanding the foregoing, any use of OSS as part of the Developer Platform, must be in compliance with these Developer Terms, including the Developer Guidelines.

Last Modified: February 1, 2022
Copyright © 2022 Coda. All rights reserved.
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