Codeq, LLC Terms of Service

This Terms of Use Agreement (the “ToS”) is a legal agreement between (the “Licensee”), an individual or an entity, and Codeq, LLC (the “Company”), the author of Codeq NLP API, also known as Codeq Natural Language Processing API, (the “Software”), which may include associated media, printed materials, and “online” or electronic documentation.

By accessing or otherwise using the Software, Licensee agrees to be bound by the terms and conditions set forth in this ToS. If Licensee does not agree to the terms and conditions set forth in this ToS, then Licensee may not use Software.

1. Definitions

• a. “Company” shall refer to the licensor, Codeq, LLC, located at 425 North Boylan Ave #814, Raleigh, NC, 27603, United States.
• b. “Licensee” shall mean the end user, the individual or entity that downloads and uses the Software.
• c. “Software” shall mean Codeq NLP API, the deliverables provided pursuant to this ToS.

2. Grant of License

• a. Software Product License. Subject to the terms of this ToS, Company hereby grants to Licensee a subscription to the Software, as defined in the pricing structure, non-exclusive license to use as an API connection.
• b. Software is being distributed by the Company. Licensee is not allowed to make a charge for distributing this Software, either for profit or merely to recover media and distribution costs.
• c. Installation and Use. Licensee may connect to the Software on a shared computer or concurrently on different computers, and make as many connections as required, solely for Licensee's use within Licensee's business or personal use only.

3. Description of Rights and Limitations

• a. Limitations. Licensee will not reverse engineer, decompile, or disassemble Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the limitation.
• b. Update and Maintenance. Company shall provide updates as per company policy and maintenance on as needed basis.
• c. Software Transfer. Licensee cannot transfer any or all rights under the ToS, unless explicitly agreed by the company for the terms of this ToS.

4. Intellectual Property

• a. All rights, title, interest, and copyrights in and to the Software, including but not limited to all text, data, computer code, algorithms, and information, are owned by the Company. The Software is protected by all applicable copyright laws and international treaties. Therefore, Licensee is required to treat Software like any other copyrighted material, except as otherwise provided for in this ToS.

5. Data Privacy

• a. Details of data usage: Company will use the data given by subscribers at time of signup to the Codeq NLP API service in the following manner:
  • i. Company will collect the following data from users when they subscribe to our services: email id, first name, last name
  • ii. Company will never redistribute the subscriber data to any entity outside of Company, unless:
    • 1. Company has received explicit consent from the subscriber OR
    • 2. When required by law enforcement agencies.
  • iii. he email id will be used to send notifications about the subscription such as start of subscription, allowance remaining in subscription, reminder to renew subscription etc.
• b. Details of handling of data submitted via the Software:
  • i. User data submitted via the Software is transient in our systems and not persisted beyond the time to process requests to our API.
  • ii. We receive user data via HTTPS requests to our EC2 servers that are hosting the NLP services.
  • iii. NLP services process the requests and generate response data.
  • iv. Response data is returned to the user via HTTPS.
  • v. No user data is stored in our database during this process.
  • vi. The subscriber will be responsible for implementing and complying with appropriate data privacy and security measures in connection with their collection, processing, transfer and use of personal data, if any, and that they have all necessary consents required for processing of such personal data in accordance with the GDPR rules. The Company will not be responsible for any data breach or activities not permitted under law applicable carried out by licensee.

6. Subscription Pricing Terms and Renewals

• a. Upon purchase, you agree to the terms and pricing posted at the time of purchase and the terms found in this ToS. You agree to have your payment method charged on the days of the month indicated in the terms and pricing posted at the time of purchase. If not otherwise indicated in the terms and pricing posted at the time of purchase, your payment method will be charged immediately when the first billing cycle begins and will renew automatically until you cancel your subscription. If not otherwise indicated, your payment method will be charged for renewals at the beginning of each new billing cycle, on the first day or a day before the first day of each new billing cycle.
• b. Unless otherwise indicated, a billing cycle of one (1) month is defined as ending on the following month at the time of day subscription was begun one day before the same day of the month the billing cycle began on. For example, if the first day of the billing cycle is the 4th of July, then the last day of the billing cycle would be the 3rd of August.
• c. Whether you downgrade your subscription, cancel your subscription, or your subscription is revoked, you hereby agree that you will not be entitled to a refund. Unless the downgrade or cancellation is the result of your violation of any part of this TOS, you will continue to have access to the services provided in your subscription until the end of your last paid billing cycle.

7. Uptime

• a. The Codeq API is hosted in Amazon Web Services(AWS).
  • i. As per the AWS Service Level Agreement https://aws.amazon.com/compute/sla/:
    • 1. AWS will use commercially reasonable efforts to make the Included Services each available for each AWS region with a Monthly Uptime Percentage of at least 99.99%,
    • 2. Amazon’s SLA also includes terms for refunds if uptime is < 99.99%
  • ii. On top of this we consider the uptime of our developed services. Under normal operation our API should guarantee 99.99% uptime.
  • iii. Scheduled maintenance should be limited to upgrading of the API only. Duration of maintenance will be very short, on the order of a few minutes max to deploy new code and restart services.

8. Support

• a. At minimum, Company will provide email support during normal business hours.

9. Terms of Agreement

• a. This ToS is effective until:
  • 1. Automatically terminated if Licensee fails to comply with any of the terms and conditions set forth in this ToS, including but not limited to failure to pay in lieu of the services used; or
  • 2. Terminated by Company. The Company may terminate this ToS immediately upon written notice, including e-mail, to Licensee, with or without cause.

10. Integration

• a. Both parties agree that this ToS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this ToS.

11. Governing Law

• a. These terms and conditions are governed by and construed in accordance with the laws of California and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

12. Severability

• a. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this ToS shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this ToS shall otherwise remain in full force and effect and enforceable.

13. Warranty Disclaimer

• a. Company, and author of Software, hereby expressly disclaim any warranty for the Software. Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensee accepts any and all risk arising out of use or performance of Software.

14. Limited Liability

• a. Company shall not be liable to Licensee, or any other person or entity claiming through Licensee any loss of profits, income, savings, or any other consequential, incidental, special, punitive, direct or indirect damage, whether arising in contract, tort, warranty, or otherwise. Even if the Company has been advised of the possibility of such damages. These limitations shall apply regardless of the essential purpose of any limited remedy. Under no circumstances shall Company’s aggregate liability to Licensee, or any other person or entity claiming through Licensee, exceed the financial amount actually paid by Licensee to Company for the Software.

15. Entire Agreement

• a. This Agreement constitutes the entire agreement between Company and Licensee and supersedes all prior understandings of Company and Licensee, including any prior representation, statement, condition, or warranty.