The CodeLogic (“Agreement”) is between [CUSTOMER ENTITY] (“Customer”) and CodeLogic, Inc. (“Licensor”) and is effective as of the first date on which any individual or other entity seeking access to and use of CodeLogic (“Customer’) downloads or otherwise accesses or uses CodeLogic. This Agreement governs use of the software, application programming interfaces, and utilities (and all related documentation and materials) provided by Licensor as part of CodeLogic. By installing, accessing or otherwise using CodeLogic or any component part of CodeLogic, Customer hereby agrees to the following terms:

1. Provision of Services. Pursuant to the terms and conditions of this Agreement, Licensor will make CodeLogic available to Customer. Licensor will provide CodeLogic in accordance with laws and government regulations applicable to Licensor’s provision of CodeLogic to its customers generally (i.e., without regard for Customer’s particular use of CodeLogic), and subject to Customer’s use of CodeLogic in accordance with this Agreement. Licensor will use commercially reasonable efforts to make CodeLogic available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Licensor will give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Licensor’s reasonable control, including, without limitation, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider or cloud hosting provider failure or delay, interruptions in service caused from significant vendors, or denial of service attack, and (d) Licensor will provide CodeLogic in accordance with laws and government regulations applicable to Licensor’s provision of CodeLogic to its customers generally (i.e., without regard for Customer’s particular use of CodeLogic), and subject to Customer’s use of CodeLogic in accordance with this Agreement.
2. Fees
   • a. Subscription Fee. As consideration for Customer’s use of CodeLogic, Customer is hereby obligated to pay the applicable monthly or annual fee (the “Subscription Fee”) during the Subscription Term, as specified in an Order Form. Unless specified otherwise in an Order Form, Customer may use CodeLogic for an initial 30-day period without charge. Following that initial 30-day period, Customer will be charged a Subscription Fee each month (or such other period as may be specified in an Order Form). Customer may cancel at any time by providing notice to Licensor at any time prior to the monthly or other renewal date.
   • b. Authorized Users. Unless otherwise specified in the Order Form, all members of Customer’s software development team with access to the Github or other software code repository for Customer’s software development process that uses CodeLogic must be licensed to use CodeLogic. Access credentials for CodeLogic will be available to such Customer software development team members. Customer agrees to promptly (but in no event, within 30 days) notify Licensor of any increases in the size of the Customer software development team beyond the number specified in the applicable Order Form. Customer agrees that its obligation to pay the Subscription Fee is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Licensor regarding future functionality or features.
   • c. Taxes. The fees set forth in this Agreement are exclusive of all taxes, and Customer will be responsible for any applicable sales, use, value-added, or similar taxes, duties, or assessments, except for taxes based on Licensor's net income. If Licensor is required to pay any such taxes, Customer will reimburse Licensor promptly upon receiving an invoice.
3. Intellectual Property Rights
   • a. License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use CodeLogic solely through the means of access provided by Licensor (or as installed on its premises, if provided as software to be installed) during the Subscription Term. Customer may use CodeLogic solely for Customer’s internal business purposes in accordance with any usage limitations set forth in this Agreement or as communicated by Licensor from time to time. CodeLogic may be accessed and used by Customer’s authorized employees, contractors, and agents (“Authorized Users”), provided that such use is in compliance with the terms of this Agreement.
   • b. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Licensor reserves all of its right, title and interest in and to CodeLogic, including all of its related intellectual property rights. No rights are granted to Customer other than as expressly set forth herein.
   • c. License by Customer to Use Feedback. Customer grants to Licensor a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of CodeLogic.
4. Customer Obligations.
   • a. Responsibilities. Customer will (a) be responsible for all use of CodeLogic by its Authorized Users, (b) be responsible for the accuracy, quality and legality of any software or data submitted by or for Customer to CodeLogic (“Customer Data”) the means by which Customer acquired Customer Data, Customer’s use of Customer Data with CodeLogic, and the interoperation of any third party applications with which Customer uses CodeLogic, (c) use commercially reasonable efforts to prevent unauthorized access to or use of CodeLogic, and notify Licensor promptly of any such unauthorized access or use, and (d) use CodeLogic only in accordance with this Agreement. Any use of CodeLogic in breach of the foregoing by Customer or Authorized Users that in Licensor’s judgment threatens the security, integrity or availability of Licensor’s services, may result in Licensor’s immediate suspension of CodeLogic, however Licensor will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
   • b. Usage Restrictions. Customer will not (a) make CodeLogic available to anyone other than Customer or Authorized Users, or use CodeLogic for the benefit of anyone other than Customer, (b) sell, resell, license, sublicense, distribute, rent or lease CodeLogic, or include CodeLogic in a service bureau or outsourcing offering, (c) use CodeLogic to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use CodeLogic to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of CodeLogic or data contained therein, (f) attempt to gain unauthorized access to CodeLogic or its related systems or networks, (g) permit direct or indirect access to or use of CodeLogic in a way that circumvents a contractual usage limit, or use CodeLogic to access, copy or use any of Licensor intellectual property except as permitted under this Agreement, (h) modify, copy, or create derivative works of CodeLogic or any part, feature, function or user interface thereof, (i) frame or mirror any part of CodeLogic, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in this Agreement, (j) disassemble, reverse engineer, or decompile CodeLogic, (k) build a competitive product or service, (l) build a product or service using similar ideas, features, functions or graphics of CodeLogic, (m) copy any ideas, features, functions or graphics of CodeLogic, or (o) determine whether CodeLogic is within the scope of any patent.
   • c. Security. Customer will be responsible for maintaining the confidentiality and security of user accounts and passwords associated with CodeLogic. Customer agrees to promptly notify Licensor of any unauthorized use of user accounts or any other breach of security.
   • d. CodeLogic Environment. Customer acknowledges and agrees that it is solely responsible for procuring, maintaining, and securing the necessary hardware, software, internet access, and any other technology or telecommunications services required to access and use CodeLogic provided under this Agreement. Customer is responsible for ensuring that its technology environment, including but not limited to, operating systems, web browsers, and network configurations, is compatible with the requirements of CodeLogic as specified by Licensor. Licensor will not be liable for any issues arising from Customer’s failure to meet these requirements. Customer acknowledges that Licensor may from time-to-time issue updates or modifications to CodeLogic that may require Customer to upgrade or modify its technology environment, and Customer agrees to promptly implement any such necessary upgrades or modifications to continue accessing and using CodeLogic effectively. Licensor’s obligation to provide technical support under this Agreement does not extend to issues or problems caused by Customer’s technology environment, including hardware, software, internet connectivity, and any third-party products or services not provided by Licensor. Customer assumes all risks associated with its technology environment, including but not limited to, hardware failures, software incompatibilities, network outages, and internet service disruptions, and Licensor will not be liable for any interruptions or failures in Customer’s ability to access CodeLogic due to such technology issues.
5. Representations and Warranties
   • a. Mutual Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. The execution and delivery of this Agreement and the performance of the obligations contemplated hereby have been duly authorized by all necessary corporate or organizational action.
   • b. Licensor Warranties. Licensor warrants that during an applicable Subscription Term (a) this Agreement will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) Licensor will not materially decrease the overall security of CodeLogic, (c) CodeLogic will perform materially in accordance with this Agreement, and (d) Licensor will not materially decrease the overall functionality of CodeLogic. Licensor further represents and warrants that (a) Licensor will comply with all applicable laws, regulations, and ordinances in connection with its provision of CodeLogic provided under this Agreement; (b) Licensor will implement and maintain appropriate security measures to protect the confidentiality, integrity, and availability of Customer’s data; (c) CodeLogic (specifically, the code and configuration of CodeLogic, as distinct from the Customer’s use of CodeLogic) does not infringe or misappropriate any third party’s intellectual property rights; and (d) Licensor will promptly notify Customer of any unauthorized access to or use of CodeLogic, or Customer Data. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” sections below.
   • c. Customer Warranties. Customer represents and warrants that it will comply with all applicable laws, regulations, and ordinances in connection with its use of CodeLogic provided under this Agreement. Customer represents and warrants that its use of CodeLogic will not infringe or misappropriate the intellectual property rights of any third party. Customer will not upload, post, or otherwise transmit any content that infringes or violates any patent, trademark, trade secret, copyright, or other proprietary rights of any party. Customer represents and warrants that it will implement and maintain appropriate security measures to protect the confidentiality, integrity, and availability of its software and data and CodeLogic. Customer will promptly notify Licensor of any unauthorized access to or use of CodeLogic. Customer represents and warrants that it will use CodeLogic in accordance with the terms of this Agreement. Customer will not use CodeLogic for any unlawful or unauthorized purpose. Customer represents and warrants that it has the necessary licenses, permissions, and consents to use any third-party software or services that may interact with CodeLogic. Customer will ensure that such third-party software or services do not cause any disruption, security risk, or other issues to CodeLogic. Customer represents and warrants that it will regularly back up its data and maintain such backups in a secure location. Licensor will not be liable for any loss of data that could have been prevented by Customer’s compliance with this warranty.
   • d. DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
6. Indemnification.
   • a. Indemnification by Licensor. Licensor will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that CodeLogic infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Licensor in writing of, a Claim Against Customer, provided Customer (a) promptly gives Licensor written notice of the Claim Against Customer, (b) gives Licensor sole control of the defense and settlement of the Claim Against Customer (except that Licensor may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Licensor all reasonable assistance, at Licensor’s expense. If Licensor receives information about an infringement or misappropriation claim related to CodeLogic, Licensor may in its discretion and at no cost to Customer (i) modify CodeLogic so that they are no longer claimed to infringe or misappropriate, without breaching Licensor’s warranties this Agreement, (ii) obtain a license for Customer’s continued use of CodeLogic in accordance with this Agreement, or (iii) terminate Customer’s subscriptions upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that CodeLogic are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of CodeLogic or any part thereof with software, hardware, data, or processes not provided by Licensor, if CodeLogic or use thereof would not infringe without such combination; or (III) a Claim against Customer arises from Customer’s breach of this Agreement.
   • b. Indemnification by Customer. Customer will defend Licensor and its affiliates against any claim, demand, suit or proceeding made or brought against Licensor by a third party arising from (i) Customer’s use of CodeLogic in an unlawful manner or in violation of the Agreement, and/or (ii) any Customer Data or Customer’s use of Customer Data with CodeLogic (each a “Claim Against Licensor”), and will indemnify Licensor from any damages, attorney fees and costs finally awarded against Licensor as a result of, or for any amounts paid by Licensor under a settlement approved by Customer in writing of, a Claim Against Licensor, provided Licensor (A) promptly gives Customer written notice of the Claim Against Licensor, (B) gives Customer sole control of the defense and settlement of the Claim Against Licensor (except that Customer may not settle any Claim Against Licensor unless it unconditionally releases Licensor of all liability), and (C) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against Licensor arises from Licensor’s breach of this Agreement.
   • c. Exclusive Remedy. This Section 6 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
7. DAMAGES EXCLUSIONS AND LIMITATION OF LIABILITY.
   • a. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
   • b. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR CODELOGIC GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CLIENT’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER SECTION 2 ABOVE.
   • c. THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
8. Data and Security. Licensor will implement reasonable and appropriate measures to protect the security, confidentiality, and integrity of Customer’s data. Customer hereby grants Licensor the right to collect, use, process, and store data provided by Customer, its employees, and users (collectively, “Customer Data”) solely for the purpose of optimizing, improving, and enhancing CodeLogic provided under this Agreement. Licensor agrees that all Customer Data will be used exclusively for these purposes and for no other purposes without the prior written consent of Customer.
9. Term and Termination.
   • a. Termination for Convenience. Either party may terminate this Agreement for convenience, with or without cause, by providing the other party with notice of termination prior to the monthly or other renewal date.
   • b. Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches any material term of this Exhibit B and fails to cure such breach within 30 days of receiving written notice of the breach.
   • c. Effect of Termination: Upon termination of this Agreement, Customer will immediately cease all use of CodeLogic and return or destroy all copies of CodeLogic in its possession.
10. Customer Data. Customer hereby grants Licensor the right to collect, use, process, and store data provided by Customer, its employees, and users (collectively, “Customer Data”) solely for the purpose of optimizing, improving, and enhancing CodeLogic provided under this Agreement. Licensor agrees that all Customer Data will be used exclusively for these purposes and for no other purposes without the prior written consent of Customer.
11. Miscellaneous.
    • a. Export Compliance. CodeLogic may be subject to export laws and regulations of the United States and other jurisdictions. Licensor and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any Authorized User to access or use CodeLogic in a U.S.-embargoed country or region (including the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) in violation of any U.S. export law or regulation.
    • b. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
    • c. Entire Agreement and Order of Precedence. This Agreement, and any related Order Form, represents the entire agreement between Licensor and Customer regarding Customer’s use of CodeLogic and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Titles and headings of sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement.
    • d. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
    • e. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
    • f. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
    • g. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
    • h. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    • i. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which will clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant system administrator designated by Customer.
    • j. Governing Law and Jurisdiction. This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law principles.
    • k. Force Majeure.
      • i. Definition. Except to the extent provided in this Agreement, no party will be liable for any default or delay in the performance of its obligations under this Agreement (i) if and to the extent such default or delay is caused, directly or indirectly, by acts of terrorism, fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, pandemic, epidemic, or any other such similar cause beyond the reasonable control of such party, and (ii) provided the non-performing party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and could not reasonably be circumvented by the non-performing party through the use of alternate sources, workaround plans or other means (including with respect to Licensor, by Licensor meeting its obligations for performing disaster recovery services as described in this Agreement). Any such event or occurrence as described in this Section will be deemed a “Force Majeure Event.”
      • ii. Excused Performance. Upon notification to the other party of the occurrence of a Force Majeure Event, the non-performing party, except to the extent provided in this Agreement, will be excused from further performance or observance of the obligations so affected for as long as such circumstances prevail, and such party continues to use commercially reasonable efforts to recommence performance or observance without delay. Any party so delayed in its performance will immediately notify the party to whom performance is due by telephone (to be confirmed in writing within seventy-two (72) hours of the inception of such delay) and describe at a reasonable level of detail the circumstances causing such delay.
    • l. Survival. The following clauses will survive any termination or expiry of this Agreement: Sections 2.b., 2.c., 4.b., 5.d., 6, 7, 9.c., and 11.