Privacy Policy

Last Updated and Effective:  October 1, 2024

KODE Labs, Inc. (“we,” “us” or “KODE Labs”) cares about protecting the personal information of our customers and visitors (collectively, our “Users”) who use our website at: https://kodelabs.com and any subdomains (collectively the “Site”), or other products and services (including any related mobile applications) provided to you by us (collectively along with the Site, the “Services”). This Privacy Policy describes how we collect, use, and disclose your Personal Information when you use the Services. 

HOW WE COLLECT AND USE YOUR INFORMATION

We collect information in order to provide the Services to our users, improve the user experience and to communicate with users about Services. When you use the Services, we collect certain information about your device, your interaction with the Services, and information necessary to process your orders . We may also collect additional information if you contact us for customer support. In this Privacy Policy, we refer to any information that can uniquely identify an individual (including the information below) as “Personal Information”. The information we collect from users is primarily for the purpose of creating an account but may be used also for support, machine learning, analytics, events, product improvement and push notifications. Different portions of this Privacy Policy may apply to users at different times. See the list below for more information about what Personal Information we collect and why.

INFORMATION WE COLLECT.

Information You Give Us.

When you access the Services to make an order or to create an account; contact us or when we communicate with you; or when you visit our social media pages; use our products and services as an authorized user on behalf of one of our customers; or receive any deliverables from us or one of our customers, we may collect certain information about you, including but not limited to: first name and last name, payment details, email address, and phone number.

By voluntarily providing us with Personal Information, you are consenting to our use of it in accordance with this privacy policy. If you provide Personal Information as part of the Services, you acknowledge and agree that such Personal Information may be transferred from your current location to our servers and the authorized third parties referred to herein.

Information Collected from Your Use of the Services.

When you use our Services, we automatically receive and record information on our server logs from your browser or device, which may include the following: IP address, device identifiers and information, web browser information, page view statistics, what sites or products you view, search terms, browsing history, usage information, time zone, transaction information (e.g. transaction amount, date and time such transaction occurred), identifying information from cookies and certain other tracking technologies (e.g. web beacons, pixel tags, SDKs, etc.), location information (e.g. IP address, zip code), including geolocation/GPS data, and log data (e.g. access times, hardware and software information) and how you interact with the services.

Information We Receive from Others.

We may receive information about you from others, and all such information will be treated in accordance with this Privacy Policy.

Minors.

The Services are not intended for individuals under the age of 18. We do not intentionally collect Personal Information from children. If you are the parent or guardian and believe your child has provided us with Personal Information, please contact us at the address below to request deletion.

HOW WE USE YOUR INFORMATION

We use the information we collect, both on its own and combined with any other information we collect about you, for a variety of business purposes, including:

  • to provide products or services to you, to process your payment information, to fulfill your requests for our Services, and provide you with invoices and/or order confirmations, communicate with you, screen our orders for potential risk or fraud, when in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services; and to provide other customer support services.
  • to provide the Services for you, and to perform analytics on Service usage to optimize our Services.
  • to notify you about changes to the Services and to communicate with you about your Account, our Services and policy changes
  • to provide analytics services and to analyze and improve our Services pursuant to our legitimate interest, such as: detecting security incidents, protecting against malicious, deceptive, fraudulent or illegal activity, and prosecuting those responsible for that activity; and undertaking research for technological development and demonstration measuring interest and engagement in our Services and short-term, transient use; developing new products and Services; and enforcing our terms and policies.

To process your information as described above, we rely on the following principles:

Consent: We use your information with your consent. Additionally, from time to time, we may ask for your consent to use your information for certain specific reasons. You may withdraw your consent at any time by contacting us at the address provided at the end of this Privacy Policy.

Provide our Services to you: Most of the time, the reason we process your information is to perform the contract that you have with us.

Legitimate interests: We may use your information where we have legitimate interests to do so. For instance, we analyze users’ behavior on our services to continuously improve our offerings, we suggest offers we think might interest you, and we process information for administrative, fraud detection and other legal purposes. We may also use your information to protect your vital interests or to perform a task carried out in the public interest.

Legal compliance: If the law requires us to, we may need to collect and process your data. For example, we can pass on details of people involved in fraud or other criminal activity affecting us to applicable law enforcement.

SHARING OF PERSONAL INFORMATION

We share your Personal Information with service providers to help us provide our services and fulfill our contracts with you, as described above and without your consent we will not otherwise share your Personal Information to/with any other parties except: (a) to provide our Services, (b) when we have your permission, or (c) or under the following instances:

Service Providers and Business Partners.

We may share your information with our third-party service providers and business partners that help us to accomplish certain business purposes (e.g., marketing and analytics providers, security and technology providers, advertising partners, and payment processors). When we share Personal Information with certain third-party partners, including marketing and advertising partners, that information includes your name, email address and other information enabling partners to fulfill business purposes, which may include:

  • validate your identity and fitness to use the Services,
  • prevent fraudulent use of the Services,
  • process payments pursuant to your usage of the Services,
  • assist you in using our products and services,
  • contact you with offers, services or products that may be of interest to you, and
  • provide you with their products or services.

The categories of service providers (processors) to whom we entrust Personal Information include: IT and related services; information and services; payment processors; customer service providers; and vendors to support the provision of the Services. We may also share non-personal information with certain third parties, including the media, industry observers, marketing and advertising partners, vendors, customers, potential customers or partners.

Affiliates.

We may disclose your information to current or future affiliates or subsidiaries for research, marketing, and other purposes consistent with this Privacy Policy. Within our corporate family of companies, we may require to share your information to allow us to provide the services to you, if our companies support us in the context of being service providers, which may include, data hosting, server maintenance, customer support, data analytics, marketing, legal and financial services, payment processing and safety and security services.

Aggregate Data.   

We may aggregate or de-identify the information described in this Privacy Policy. We may use aggregated or de-identified data (meaning information that, by itself, does not identify who you are, such as device information, general demographics, general behavioral data, geolocation in de-identified form) for various business purposes, which may include marketing and internal research purposes, incorporating aggregated or de-identified data in our current or future products and services, for external research purposes or providing aggregated or de-identified data to our business partners for their use in connection with their own products or services. Aggregated or de-identified data is not subject to this Privacy Policy.

Legal Disclosures.

We may disclose any information without notice or consent from you: (a) in response to a legal request, such as a subpoena, court order, or government demand; (b) to investigate or report illegal activity; (c) to enforce our rights or defend claims; (d) to comply with applicable laws and regulations. If we have a good faith belief that such disclosure is reasonably necessary, we may disclose your Personal Information to other relevant third parties, such as internet service providers, to conduct an investigation, bring legal action, protect the rights of our user base, prevent harm to others or pursue other relief when you or a third party are or may be doing certain actions, such as: violating our terms and conditions of use; causing injury or other harm to, or otherwise violating the property or other legal rights, of us, other users, or third parties; or violating federal, state, local, or other applicable law.

Business Transfers.

We may also transfer your information to (a) any affiliate of our corporate group or (b) another company in connection with a merger, financing due diligence, corporate restructuring, sale of any or all of our assets, or in the event of bankruptcy.

Except as described in this Privacy Policy, we do not sell or license your Personal Information or any data to third parties.   

HOW WE COLLECT DATA

In general, when you visit the Site and seek to create an account, you provide your full name and email address. With your email address, we invite you to your account where you can set your password. Thereafter, you can access our Services. We may use different technologies to collect, process and store your information. These technologies include:

Log Files. A log file is a file that records events that occur in connection with your use of the Services, such as your service use data.

Cookies and other similar Data Collection Technologies. A cookie is a small amount of information that’s downloaded to your computer or device when you visit our Site. We use a number of different cookies, including functional, performance, advertising, and social media or content cookies. Cookies make your browsing experience better by allowing the website to remember your actions and preferences (such as login and region selection). This means you don’t have to re-enter this information each time you return to the site or browse from one page to another. Cookies also provide information on how people use the website, for instance whether it’s their first time visiting or if they are a frequent visitor. We use cookies necessary for the functioning of the store and for reporting and analytics to optimize your experience on our Site and to provide our services. The length of time that a cookie remains on your computer or mobile device depends on whether it is a “persistent” or “session” cookie. Session cookies last until you stop browsing and persistent cookies last until they expire or are deleted. Most of the cookies we use are persistent and will expire between 30 minutes and two years from the date they are downloaded to your device. You can control and manage cookies in various ways. Please keep in mind that removing or blocking cookies can negatively impact your user experience and parts of our website may no longer be fully accessible. Most browsers automatically accept cookies, but you can choose whether or not to accept cookies through your browser settings. 

Third Party. We may embed third party scripts or put embeds in the page that send requests to external sites which may allow third parties to drop and read cookies on your browser. Your browser may allow you to disable cookies from third party sites.

Other Data Collection Technologies. Other technology used may include pixel tags, web beacons, local storage, algorithms and other similar tools on our Services or in our email messages.

Do Not Track.

Some web browsers have a “Do Not Track” (“DNT”) feature that tells a website that a user does not want to have their online activity tracked. Please note that because there is no consistent industry understanding of how to respond to “Do Not Track” signals, we do not alter our data collection and usage practices when we detect such a signal from your browser. 

UPDATING OR REMOVING INFORMATION

Where you have consented to our use of your Personal Information, you may withdraw your consent at any time by contacting us. Some privacy laws may give you the right to review the Personal Information we keep about you. You can also request a copy of your Personal Information by contacting us. If you believe that the information we hold about you is inaccurate or that we are no longer entitled to use it and want to request its rectification, deletion or object to its processing, please contact us at [email protected]. For your protection and the protection of all of our users, we may ask you to provide proof of identity before we can answer the above requests. Keep in mind, we may reject requests for certain reasons, including if the request is unlawful. If you would like to have us delete your account information, we may do so by deactivating your account first and then permanently deleting your account. Notwithstanding the foregoing, we may retain certain information about you as we deem necessary to comply with our internal recordkeeping and audit policies and requirements, and we may continue to contact you for the purpose of communicating information relating to your request for our Services, or to respond to any inquiry or request made by you, as applicable. To opt out of receiving messages from us, you must cease requesting and/or utilizing our Services, and cease submitting inquiries to us, as applicable.

THIRD-PARTY NOTICE 

The Services may contain links to other websites, and other websites may reference or link to our website or other Services. These other websites are not controlled by us. We encourage our users to read the privacy policies of each website and application with which they interact. We do not endorse, screen or approve and are not responsible for the privacy practices or content of such other websites or applications. Visiting, accessing or utilizing these other websites or applications is at your own risk.

To manage the information we receive about you from other third parties (if applicable), you will need to follow the instructions from that party for updating your information and changing your privacy settings, where available. The information we collect is covered by this privacy policy and the information the third-party collects is subject to such third party’s privacy practices. Privacy choices you have made on any third-party site will not apply to our use of the information we have collected directly through our Services. 

SECURITY

The security of your information is a serious issue for us and we are committed to protecting the information we receive from you. We use reasonable security measures to protect against the loss, misuse and alteration of your Personal Information under our control; and to ensure that your information is treated in accordance with this Privacy Policy. To summarize, we ensure that all data is encrypted at rest and in transit. We also have the ability to integrate with third-party password vault management software and have a strong password management process in place which clients can also configure to match their internal security procedures i.e. length, age, complexity etc. Notwithstanding such measures, please be aware that no security measures are perfect or impenetrable, and we cannot guarantee the security of any information transmitted to or from the Services. We also are not responsible for the actions of any third parties that may receive any such information.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR DISCLOSURE OF YOUR INFORMATION DUE TO ERRORS IN TRANSMISSION, UNAUTHORIZED THIRD-PARTY ACCESS, OR OTHER CAUSES BEYOND OUR CONTROL. BY USING THE SERVICES OR PROVIDING PERSONAL INFORMATION TO US, YOU AGREE THAT WE MAY COMMUNICATE WITH YOU ELECTRONICALLY REGARDING SECURITY, PRIVACY, AND ADMINISTRATIVE ISSUES RELATING TO YOUR USE OF THE SERVICES. IF WE LEARN OF A SECURITY SYSTEM’S BREACH, WE MAY ATTEMPT TO NOTIFY YOU ELECTRONICALLY BY POSTING A NOTICE ON THE SERVICES, BY MAIL OR BY SENDING AN E-MAIL TO YOU.

Password-protected areas of the Services, if any, can be accessed only with a valid password. Each password owner is responsible for keeping the password confidential and safe. If you believe there has been any unauthorized access or use of your information, please contact us immediately. We may suspend your use of all or part of the Services without notice if we suspect or detect any breach of security. 

RETENTION 

When you place an order through the Site, we will retain your Personal Information for our records unless and until you ask us to erase this information or upon termination of your use of the Services. For more information on your right of erasure, please see the ‘Your rights’ section below. 

AUTOMATIC DECISION-MAKING 

If you are a resident of the European Economic Area (“EEA”), you have the right to object to processing based solely on automated decision-making (which includes profiling), when that decision-making has a legal effect on you or otherwise significantly affects you. We do not engage in fully automated decision-making that has a legal or otherwise significant effect using customer data. We use limited automated decision-making to prevent fraud that does not have a legal or otherwise significant effect on you. 

YOUR RIGHTS

GDPR 

Where the GDPR applies and in accordance with any other applicable law, in certain circumstances and subject to data processing agreements, you have rights in relation to the Personal Information we hold about you. We set out below an outline of those rights and how to exercise those rights. Please note that we may require you to verify your identity before responding to any requests to exercise your rights by providing details only known to the account holder. To exercise any of your rights, please contact us at [email protected] . Please note that for each of the rights below we may have valid legal reasons to refuse your request, in such instances we will let you know if that is the case.

For the purposes of GDPR, the data controller is: KODE Labs, Inc.

ACCESS – You have the right to know whether we process Personal Information about you, and if we do, to access data we hold about you and certain information about how we use it and who we share it with. In order to obtain information and access to data held by you, please contact us at [email protected]

PORTABILITY – You have the right to receive a subset of the Personal Information you provide us if we process it on the legal bases of our contract with you or with your consent in a structured, commonly used and machine-readable format and a right to request that we transfer such Personal Information to another party. If you wish for us to transfer the Personal Information to another party, please ensure you detail that party and note that we can only do so where it is technically feasible. We are not responsible for the security of the Personal Information or its processing once received by the third party.

CORRECTION – You have the right to require us to correct any Personal Information held about you that is inaccurate and has incomplete data completed. When you request correction, please explain in detail why you believe the Personal Information we hold about you to be inaccurate or incomplete so that we can assess whether a correction is required. Please note that while we assess whether the Personal Information we hold about you is inaccurate or incomplete, you may exercise your right to restrict our processing of the applicable data as described below.

ERASURE – You may request that we erase the Personal Information we hold about you in the following circumstances:

  • where you believe it is no longer necessary for us to hold the Personal Information;
  • we are processing it on the basis of your consent and you wish to withdraw your consent;
  • we are processing your data on the basis of our legitimate interest and you object to such processing;
  • you no longer wish us to use your data to send you marketing; or
  • you believe we are unlawfully processing your data.

If we receive an erasure request from you we will use commercially reasonable efforts to

erase your Personal Information in a timely manner in accordance with applicable law,

provided that we may retain any Personal Information that is the subject of a lawsuit or legal review, or is necessary for us to retain for our internal record keeping for audit purposes. For any Personal Information we do not erase we will continue to treat it in accordance with this Privacy Policy until we no longer need it or are required to keep it, at which time it will be erased.

RESTRICTION OF PROCESSING TO STORAGE ONLY – You have a right to require us to stop processing the Personal Information we hold about you other than for storage purposes in the following circumstances:

You believe the Personal Information is not accurate for the period it takes for us to verify whether the data is accurate;

We wish to erase the Personal Information but you want us to simply restrict the use of that data;

We no longer need the Personal Information for the purposes of the processing but you require us to retain the data for the establishment, exercise or defense of legal claims; or

You have objected to us processing Personal Information we hold about you on the basis of our legitimate interest and you wish us to stop processing the Personal Information while we determine whether there is an overriding interest in us retaining such Personal Information.

OBJECTION – You have the right to object to our processing of data about you and we will consider your request. Please provide us with detail as to your reasoning so that we can assess whether there is a compelling overriding interest in us continuing to process such data or we need to process it in relation to legal claims. You also have the right, at any time, to object to our processing of data about you in order to send you marketing, including where we build profiles for such purposes and we will stop processing the data for that purpose.

WITHDRAWAL OF CONSENT – Where you have provided your consent to us processing your Personal Information, you can withdraw your consent at any time by emailing us at [email protected]

FOR CALIFORNIA CONSUMERS

Depending on your residency, you may have certain data subject rights. These rights vary by state and country, but they may include the right to: (i) request additional disclosures about the Personal Information we collect, use, and disclose; (ii) obtain a copy of Personal Information; (iii) request deletion of Personal Information; and (iv) opt out of the sale of Personal Information if we were to sell Personal Information. We will not discriminate against you for exercising any of your rights under the California Consumer Privacy Act (“CCPA”). However, we may offer you certain financial incentives permitted by the CCPA that can result in different prices, rates, or quality levels when that difference is reasonably related to the value provided to us by the data. Participation in a financial incentive program requires your prior opt in consent, which you may revoke at any time. 

  • The CCPA requires specific disclosures for California residents.
  • Categories of Personal Information We Collect
  • Identifiers, such as your name, alias, address, phone numbers, or IP address;
  • Demographic information, such as language;
  • commercial information, such as subscription and monetization activities;
  • Internet or other electronic network activity information;

Geolocation data, such as the location of your device or computer, for example if you enable location services to enable us comply with applicable laws; and inference data, such as information about your preferences.

  • Categories of Personal Information Transferred to Third Parties
  • Identifiers, such as your name, address, or phone numbers;
  • Demographic information such as your language;
  • commercial information, such as the details of subscription and monetization activities; 
  • Internet or other electronic network activity information; and
  • geolocation data.
  • Business Purpose for Which Information May Be Used or Disclosed

Protecting against security threats, abuse, and illegal activity. We use and may disclose information to detect, prevent and respond to security incidents, and for protecting against other malicious, deceptive, fraudulent, or illegal activity. 

Maintaining our services. We use information to ensure our services are working as intended, such as tracking outages or troubleshooting bugs and other issues that you report to us.

Auditing and measurement. We use information for analytics and measurement to understand how our Services are used, as well as to fulfill obligations to our partners like publishers, advertisers, developers, or rights holders. We may disclose non-personally identifiable information publicly and with these partners, including for auditing purposes.

Research and development. We use information to improve our services and to develop new products, features and technologies that benefit our users and the public. 

Use of service providers. We share information with service providers to perform services on our behalf, in compliance with our Privacy Policy and other appropriate confidentiality and security measures. 

Legal reasons. We also use information to satisfy applicable laws or regulations, and discloses information in response to legal process or enforceable government requests, including to law enforcement.

HOW TO SUBMIT A REQUEST

To submit an access or deletion request, contact us at [email protected] . All requests must be labeled “California Access/Removal Request” on the email subject line or post. All requests must state that you personally posted such content and provide a description of the content or information you want removed and information reasonably sufficient to permit us to locate such content or information. We are not responsible for notices that are not labeled or sent properly, and we may not be able to respond if you do not provide adequate information. Please allow 30 days for a response. To help protect your privacy and maintain security, we may take steps to verify your identity before granting you access to your Personal Information or complying with your request. To the extent permitted by applicable law, we may charge a reasonable fee to comply with your request. Additionally, in some circumstances, such as if you request that we delete your data, we may not be able to complete a request for a good or service because we will not have the required information to deliver it.

CHOICE/OPT-OUT (MARKETING COMMUNICATIONS FROM US, EMAIL, PHONE, COOKIES)

You always have the opportunity to opt out of our marketing communications with you or change your preferences by emailing us at [email protected] or by using the unsubscribe link (if any) found at the bottom of a marketing email to opt out of receiving future emails. Some communications from us are considered transactional or service communications, and our Services are provided to you upon the condition that you receive these communications from us. You must cancel your account and/or order for our Services, as applicable, if you do not wish to receive any transactional or service communications.

CHANGES 

We may update this Privacy Policy from time to time in order to reflect, for example, changes to our practices or for other operational, legal, or regulatory reasons. 

CONTACT 

If you have any questions about this Privacy Policy or about accessing, changing, or deleting your Personal Information, or closing your Account with any one of our Services, please visit  our Site or contact us at [email protected] indicating the details of the Personal Information you want to access, change or delete or which Service(s) you wish to close from the email account registered with us.

If you have an inquiry regarding our privacy practices or desire to access your personal data in our possession, we encourage you to contact us at [email protected].

For questions or opinions regarding this Privacy Policy, please contact us via email at [email protected].

Acceptable Use Policy

This Acceptable Use Policy (“Policy”) contains terms and definitions contained in the KODE LABS INC. (“KODE”) Platform Agreement (“Agreement”). KODE reserves the right to modify this Policy at any time without notice. KODE will post a revised version of the policy on our Web site. Any such modifications shall be effective and applied prospectively from the date of posting.

Use of KODE’s Services is subject to the following terms. In addition to complying with the Agreement, you agree not to use or allow third parties to use Services provided to you for any of the following purposes:

  • To use KODE Services for anything other than its intended purpose, or to attach unauthorized devices to the Service designed to unlock, descramble, unencrypt, or otherwise manipulate Services provided by KODE, its partners or vendors; or to reverse engineer Services to find limitations or vulnerabilities.
  • Furnishing false or incorrect data on the order form contract (electronic or paper) including fraudulent use of credit card numbers or attempting to circumvent or alter the processes or procedures to measure time, bandwidth utilization or other methods to document use or access of KODE’s products or services.
  • To engage in or encourage illegal activity, violate or encourage violation of the legal rights of others, or otherwise undertake or encourage any unlawful, invasive, infringing, defamatory, indecent, obscene, threatening, harassing (whether through language, frequency, or size of messages), abusive, immoral or fraudulent purpose including transmitting or distributing trade secrets or infringing on any party’s intellectual property rights including violation of Digital Millennium Copyright Act or use tools or techniques in violation of any law or regulation. This includes any activities that are prohibited by state or federal law of your applicable jurisdiction. Please consult an attorney if you are unsure of the legal status of your activities.
  • To take actions of a destructive or deceptive nature, such as the distribution of viruses, spyware, worms, Trojan horses; or to utilize Services to obtain unauthorized access to KODE’s or a third parties equipment, property, network or account; or to take actions such as impersonation, defamation, or harassment.
  • To interfere with the use of Services by customers or other authorized users, such as using any program/script/command, or sending messages of any kind, designed to interfere with, or to disable a user’s session; or to interfere with any aspect of the Services or KODE’s ability to manage Services; or to cause or attempt to cause a security breach, such as accessing data of which you are not an intended recipient, or logging into a server or account that you are not expressly authorized to access; or to use Services in any fashion so as to disrupt or harm other services, such as participating in a denial-of-service attack or overloading a service, port scans, flood pings, packet spoofing and forged routing information; or to execute any form of network monitoring that will intercept data not intended for you; or to circumvent user authentication or security of any host, network or account; or to use or access, or attempt to use or access, any KODE service that you are not contracted to use or access.
  • To make the Services available to anyone outside the premises to which the Services are delivered, or to resell the Services directly or indirectly, or to create substitute services through the use of or access to Services, except as explicitly approved in writing by KODE.
  • To generate or facilitate uninvited e-mail or to use Services for the purpose of sending unsolicited bulk commercial email or messages, solicitations, or any other high volume e-mailing functions or to distribute, advertise or promote software or services that have the primary purpose of encouraging or facilitating unsolicited e-mail; or to take any action that might cause KODE to be put on any blacklist such the SBL (Spamhaus Block List) as maintained by Spamhaus (http://www.spamhaus.org/) or other similar organizations, or perform activities that would cause portions of the Internet to block mail or refuse to route traffic to any portion of KODE’s IP space.
  • To solicit any mail or e-mail address with the intent to harass or collect replies; or to create or forward “chain letters” or other “pyramid schemes” of any type.
  • To fail to comply with KODE’s procedures relating to the activities of customers on KODE-provided networks and facilities.

KODE has no obligation to monitor services, but may do so and disclose information (with or without notice to you) regarding use of the Services if KODE, in its sole discretion, believes it is reasonable to do so, including to satisfy laws, regulations or other governmental or legal requirements or requests, or to operate Services properly, or to protect itself or its subscribers.

KODE reserves the right to install and use, or to have you install and use, any appropriate devices to prevent violations of this Policy, including devices designed to filter or terminate access to the Service. By accepting and using the Service, you consent to allowing us to collect service information and routing information in the normal course of our business, and to use such information for general business purposes.

No failure or delay in exercising or enforcing this Policy shall constitute a waiver of the Policy or of any other right or remedy. If any provision of this Policy is deemed unenforceable due to law or change in law, such a provision shall be disregarded and the balance of the Policy shall remain in effect.

The use of the KODE services is subject to additional terms and conditions, and you are prohibited from using the services if you do not have a current agreement in place with KODE. This Policy is incorporated into such agreement by reference.

Your failure to comply with this Policy may result in immediate suspension of the Services without prior notice.

Terms & Conditions

End User License Agreement

KODE Labs, inc. (“Kode”) has developed a software application and visualization tools for managing facilities data commercially known as “KODE Building OS” KODE is willing to provide a limited license of the software that accompanies this end user license agreement together with the printed or online documentation furnished by KODE in conjunction with it to you only on the condition that you accept all of the terms in this agreement.

Please read the terms and conditions of this agreement carefully before signing the proposal. By signing the proposal, you acknowledge that you have read and accepted this agreement, and agree to be bound by its terms and conditions. Such acceptance is either on your own behalf, or on behalf of any corporate entity which employs you or which you represent (‘corporate licensee’). In this license agreement, ‘you’ includes any corporate licensee. You agree that this agreement is as enforceable as anywritten negotiated agreement manually signed by you.

KODE Labs, inc. (“KODE”) has developed a software application and visualization tools for managing facilities data commercially known as “KODE building OS” KODE is willing to provide a limited license of the software that accompanies this end user license agreement together with the printed or online documentation furnished by KODE in conjunction with it to you only on the condition that you accept all of the terms in this agreement. Please read the terms and conditions of this agreement carefully before signing the proposal. By signing the proposal, you acknowledge that you have read and accepted this agreement, and agree to be bound by its terms and conditions. Such acceptance is either on your own behalf, or on behalf of any corporate entity which employs you or which you represent (‘corporate licensee’). In this license agreement, ‘you’ includes any corporate licensee. You agree that this agreement is as enforceable as any written negotiated agreement manually signed by you.

1. License grants and restrictions

1.1 Subject to the terms and conditions contained herein, KODE hereby grants you a non-exclusive, limited license to install, use and execute a single copy of the KODE Building OS software (the “Software”) on a server, which is identified by serial number or other means during the installation process (the “Designated System”), and to use the documentation furnished by KODE in conjunction with it, solely for your internal business use. You may not transfer the Software into a different hosting environment. For purposes of this Agreement, the “Software” shall be deemed to include the application interfaces, and related features for purposes of creating, editing, producing or making rules, relevant databases or analytic libraries for use in connection with the management of the building .

1.2 SaaS Operators. If you have entered into an end user license agreement with KODE to use the Software for commercial purposes such as, including without limitation, hosting the Software on your server to offer “Software as a Service” services (“SaaS EULA”), then the rights granted to you under this Agreement shall be subject to, or superseded by, the terms and conditions of such SaaS EULA.

1.3 No Other Rights Granted. Apart from the license expressly granted herein, no license or other right is granted by KODE to you under this Agreement, either directly or by implication, estoppel, or otherwise (including, but not limited to, the right to prepare derivative works of the Software). You shall have no right or access to the source code of the Software other than application programming interfaces (API’s), if any, for certain application program interfaces and features that are included with the Software. All rights not specifically granted to you in this Agreement are reserved by KODE.

2. Your responsibilities

Except as expressly provided in this agreement, you shall (I) use all commercially reasonable efforts to ensure that your employees comply with the terms of this agreement; (ii) not modify, enhance, decrypt, extract, adapt, translate, alter, delete, disassemble, decompile or otherwise reverse engineer the software or any part thereof, or any application enabler or grant any other person or entity the right to do so or take any action that would assist any other person or entity in doing so and will promptly notify KODE of any information that any other person or entity is or is attempting to copy, reverse engineer, disassemble, decompile, translate or modify the software ; (iii) not insert, delete, replace, change or otherwise alter any files in the software or application enabler; (iv) not modify, change, prepare derivative works of or otherwise alter any binary code files included with the software; (v) not loan, rent, lease, give, sublicense, transfer, publish, disclose, display, provide access to, or otherwise make available the software, in whole or in part, to any other third party or entity; (vi) not modify any application programming interface, including modifying any application programming interface by creating additional classes within any interface or otherwise causing the addition to or modification of the classes in an interface, (vii) not incorporate any code included with the software or any documentation in any developer product, and (viii) obtain and maintain, at your own expense, all computer hardware, software, and other communication equipment necessary to use the software.

3. Technical support, software maintenance and training

KODE shall have the obligation to provide technical support, training and software maintenance services to you in connection with the Software. This includes regular updates, software corrections, bug fixes, and new functionality to the Software, which may include service packs to correct defects and add functionality (collectively “Updates”). Any such Updates provided to you are and shall remain the exclusive property of KODE. Such Updates shall be considered Software, and subject to the terms and conditions in this Agreement.

4. License fees

The license fees paid by or for you to KODE, its affiliates, distributors or resellers, are paid in consideration of the rights granted under this Agreement.

5. Ownership and confidentiality

5.1 Ownership by KODE. KODE retains all right, title and interest, in and to the Software (and any portions thereof), other than Third Party Software. You acknowledge that the Software uses trademarks, copyrights, trade secrets and other proprietary material the rights to which are owned or licensed by KODE, its affiliates, third party licensors or suppliers, and that such proprietary rights are protected by law, including U.S. copyright laws, patent laws and international treaty provisions. You shall not have or obtain any right, title, or interest to the Software except as provided in this Agreement, and further shall secure and protect the Software consistent with the maintenance of KODE’s proprietary rights therein. You agree that you shall not contest or challenge, or take any action inconsistent with or that may damage or impair KODE’s ownership or rights in and to the Software, and further that you shall not contest or challenge, or take any action inconsistent with, or that may damage or impair the ownership or intellectual property rights of, KODE in the Software, or of KODE’s licensors with respect to the Third Party Software. You shall not use the Software except as is expressly authorized in this Agreement.

5.2 Confidentiality. You acknowledge that the Software contains valuable trade secrets of KODE and you agree to use your best efforts to maintain the confidentiality of the Software using at least the same degree of care you use with your own confidential information, but no less than reasonable care.

6. Warranties and limitations

6.1 Disclaimer of Software Warranty. The software is licensed “As is” and you receive no additional express or implied warranties. Kode and its suppliers expressly disclaim any and all other warranties of any kind or nature concerning the software, whether express, implied or statutory, including without limitation, any warranty of title, merchantability, quality, fitness for a particular purpose, accuracy, non-infringement or the results to be obtained from use, to the fullest extent allowed by applicable law. Kode expressly disclaims any warranties that may be implied from usage of trade, course of dealing, or course of performance. Further, without limiting the generality of the foregoing, kode makes no warranties or representations as to performance of the software, and specifically disclaims any warranty that (1) the software will operate in combination with other items, equipment, software, systems or data except, (2) the operation of the software will be uninterrupted or error free, or (3) errors in the software, if any, will be corrected. No oral or written information or advice given by kode, or its agents or employees shall create or form the basis of any warranty of any kind.

6.2 limitation of liability. In no event shall kode, its affiliates, suppliers or third party licensors, or their respective members, officers, directors, shareholders, agent, employees, representatives, successors and assigns be liable for indirect, special, incidental, consequential, or punitive damages or penalties (including damages for lost profits, lost business, lost data, business interruption, and the like), however it arises, including, but not limited to, the use by you of the software, whether for breach of contract or in tort, even if kode has been advised of the possibility of such damages.

6.3 limitation of remedies. Notwithstanding any term or provision to the contrary in this agreement, in no event shall kode’s monetary liability in connection with this agreement or the software, to you exceed $100.00.

7. Assurances by you

There can be no assurances whatsoever that control systems such as the Software will protect any individual or his or her property from harm. Appropriate safety precautions must always be taken when reacting to information generated by software in connection with the operation or maintenance of equipment connected to the Software. KODE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY INJURY OR DAMAGE TO ANY PERSONS OR PROPERTY RESULTING FROM THE USE BY YOU OF THE SOFTWARE. Further, you represent and warrant that you will take appropriate precautions, establish appropriate procedures and post appropriate notices to ensure that persons and property are not harmed in the event of an error, malfunction or unexpected operation of the Software.

8. High risk applications

You will make reasonable business efforts to ensure that the Software is not used in any application in which the failure of the Software could lead to death, personal injury or severe physical or property damage, including, without limitation, environmental damage, (collectively, “High-Risk Applications”), including but not limited to the operation of nuclear facilities, mass transit systems, aircraft navigation or aircraft communication systems, air traffic control, weapon systems and direct life support machines, unless otherwise permitted by KODE in writing. Without limiting any disclaimer of any express or implied warranty under this Agreement, KODE expressly disclaims any express or implied warranty or condition of fitness of the Software for High-Risk Applications.

9. Indemnification

You shall indemnify and hold harmless KODE, its affiliates, suppliers or third party licensors, or their respective members, officers, directors, shareholders, agent, employees, representatives, successors and assigns, from and against all losses, claims, damages or other causes of any nature or kind whatsoever (including reasonable attorney’s fees) arising directly or indirectly out of third party claims concerning (i) a breach of any of your obligations, covenants, representations or warranties contained herein; (ii) your selection of, transactions and/or agreements with any party that is a KODE reseller or distributor, systems integrator or trainer, or any other third party; (iii) any derivative work or product developed by you that is based on the APIs, as permitted under this Agreement; (iv) any combination of the Software, or any component of it, with any product, equipment, device, software, hardware, system, data or other technology not supplied by KODE, (v) the negligence or intentional misconduct of you or your officers, employees, agents, contractors or customers, or (vi) any property or economic damages or personal injury or death arising from or related to the use of the Software. You agree not to interpose any cross-claim, third party claim or similar claim against KODE based on a claim, suit, action or proceeding threatened or commenced against you related to the Software and arising out of any matter other than a matter, if any, for which KODE has agreed to indemnify you under a separate agreement signed by KODE.

10. Term and termination

10.1 Term. This Agreement is effective upon your execution of the proposal or receipt of a purchase order number by you.

10.2 Termination. You may terminate this Agreement at any time by paying the balance of the contract or due to a continued material breach of this Agreement by KODE. A termination due to a continued breach requires a 30-day prior written notice of termination by you to KODE, stating the cause, and the breach not cured to your satisfaction within the said 30-day term by KODE. KODE may terminate this Agreement upon a material or continuing breach of this Agreement by you by the giving of 30 days prior written notice of termination, stating the cause therefore, with termination becoming effective at the close of said 30-day term if the breach is not then cured to the satisfaction of KODE.

10.3 No Refunds. Notwithstanding the reason for termination of this Agreement by you or KODE, under no circumstances will KODE be obligated to provide any refunds of any portion of any amounts paid by you in connection with this Agreement or the Software.

10.4 Survival. All provisions of this Agreement except for rights granted under Section 1 will survive termination and continue in effect.

11. Trademarks and proprietary notices

11.1 Trademarks. Under no circumstances may you use any trademark or service mark of KODE to identify, or otherwise in connection with, goods or services provided by you except as expressly agreed to by KODE in writing.

11.2 Proprietary Notices. You acknowledge that the Software may contain certain proprietary notices (included but not limited to trademark and copyright notices), trademarks, service marks, and logos of KODE, its affiliates, suppliers, third party licensors and other third parties, and you agree not to remove, modify (including adding to), minimize, obscure or block such notices, trademarks, service marks or logos.

12. General terms

12.1 Assignment. You may assign this Agreement or your rights and obligations under this Agreement to a purchaser of the hardware on which the Software is installed, provided (i) you provide such purchaser with a copy of this Agreement and (ii) the purchaser agrees in writing to comply with all of the terms and conditions of this Agreement. KODE may assign this Agreement without your consent.

12.2 Export. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import the Software. The Software may not be used, sold, resold, sublicensed, diverted, transferred, reshipped, or otherwise exported or re-exported: (i) in, into or through any country designated as a terrorist supporting country by the U.S. government or any of its agencies; (ii) in, into or through any country for which the U.S. has an embargo or with which the U.S. or any of its agencies maintains comprehensive trade controls; (iii) to or by a national or resident of the countries described in (i) or (ii); or (iv) to or by any party included in the United States Department of Commerce’s Denied Persons List, Entity List or Unverified List; or the United States Department of the Treasury’s Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers, or Specially Designated Terrorists List; or the United States Department of State’s Designated Foreign Terrorist Organizations or Debarred Persons List; or is otherwise designated by the U.S. government or any of its agencies as a party with which it is unlawful to do business.

12.3 Equitable Relief. You acknowledge that any breach of your obligations hereunder with respect to the Software or the confidential information of KODE, including, without limitation, Section 5.1 and 5.2 above, will cause KODE irreparable injury for which it has no adequate remedy at law. You further agree that KODE will be entitled to seek and obtain equitable relief, including preliminary injunctions and temporary restraining orders, to prevent any unauthorized use of the Software and confidential information, without posting of bond or other security, in addition to all other remedies available to it under this Agreement or other applicable law.

12.4 Entire Agreement. Except as expressly set forth in this Agreement, this Agreement comprises the entire agreement between the parties relating to its subject matter and this Agreement supersedes all prior agreements and understandings, written or oral, express or implied. This Agreement can be amended or modified only by a writing executed in advance by duly authorized representatives of each of the parties hereto. In the event any foreign ministry or other governmental entity or agency makes any changes, deletions or modifications to this Agreement, holds any provision herein unenforceable or imposes any conditions or restrictions on either party to this Agreement which affects its ability to fully perform, KODE shall have the right to immediately terminate this Agreement. By signing the proposal sent to you with pricing options, you represent and warrant that all consents, approval or authorizations of third parties, foreign ministries or any governmental entities or agencies, required as a condition or otherwise necessary for you to enter into and perform its obligations under this Agreement have been duly obtained.

12.5 Waiver. A waiver of any breach of default of this Agreement shall not create a waiver of the term or of any subsequent breach of default.

12.6 Governing Law; Choice of Venue. The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the substantive laws of the state of Michigan with respect to claims governed by state law and the laws of the United States with respect to claims arising under the laws of the United States, without regard to conflicts of laws principles and excluding the Convention on Contracts for the International Sale of Goods. Any action arising from or relating to this Agreement or the conduct of the parties pursuant hereto shall be commenced and heard solely within a federal or state court of competent jurisdiction found within the boundaries of the United States District Court for the Wayne County Court of Michigan, and KODE and you each consent to personal jurisdiction and venue in any such court.

12.7 Severability. Should any term or provision of this Agreement be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term shall be modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of law and the remainder of this Agreement (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.

12.8 Government Use. The Software is provided with restricted rights. With respect to any acquisition of the Software by or for any unit or agency of the U.S. Government (“Government”), the Software shall be classified as “Commercial Computer Software,” as that term is defined in the applicable provisions of the Federal Acquisition Regulation (“FAR”) and supplements thereto, including the Department of Defense (“DoD”) FAR Supplement (“DFARS”). If the Software is supplied for use by DoD, the Software is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 252.227-7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252.227 7013(c), as applicable. If the Software is supplied for use by a federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14 (ALT III), as applicable

12.9 Binding on Successors. This Agreement shall be binding upon you, your successors and assignees.

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