Terms of Use

Effective Date: January 01, 2019 (v. 1.2.0)

Welcome to Code Pilot! Our mission is to enable you to do more with data using best practices preconfigured models, integration services from applied AI/ML experts, and web applications and monitoring tools to reduce the overall risk and increase the ROI of your AI solution. When you visit, view, use, or access our website mycodepilot.com, hub.mycodepilot.com, and any applicable subdomains thereof, or any applications, mobile applications, functionalities, content, materials, or other services provided by Code Pilot (collectively, the “Site”), whether as a guest or a registered user, you’re agreeing to the following terms and conditions, so please take a few minutes to read over the Terms of Use below.

1. INTRODUCTION

These Terms of Use, as may be amended from time to time, together with any documents, policies, or terms they incorporate by reference (collectively, these “Terms of Use”), are entered into by and between you and Code Pilot, Corp., a Delaware company (“Code Pilot”, “we”, or “us”). For purposes of these Terms of Use, “you” includes, individually and collectively, you (the user or Customer) and any individual, affiliate, or Business User that is visiting, viewing, using, or accessing the Site under your Plan. To the extent that you have entered into an enterprise license agreement, master sales order, master services agreement, or other written agreement fully executed and signed by an authorized representative of Code Pilot that contains terms that directly conflict with any terms of these Terms of Use, then the conflicted terms set forth in such other agreement will control.

You acknowledge and agree that by (i) visiting, viewing, using, or accessing the Site, (ii) clicking “Agree”, “Purchase”, “Submit”, or similar links, or (iii) signing or confirming a Sales Order or other agreement incorporating these Terms of Use, that you have read, understand, and agree to be bound by these Terms of Use, irrespective of whether you are a guest or a registered user of the Site. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT ACCESS OR USE THE SITE. CODE PILOT’S ALLOWANCE OF YOUR USE AND ACCESS TO THE SITE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE, TO THE EXCLUSION OF ALL OTHER TERMS.

2. PRIVACY POLICY

Your privacy is important to us, and we are committed to protecting your personal information. Any personal information submitted in connection with your use of the Site is subject to our privacy policy found at (the “Privacy Policy”), which is hereby incorporated by this reference. We will use information about you that we obtain either directly from you or that we obtain by nature of your use of the Site in accordance with our Privacy Policy solely in furtherance of providing you and improving the Site.

3. SITE ACCESS AND ACCOUNT REGISTRATION

To access the Site, you may be asked to provide certain account information and other details. This account information helps us to create and maintain a Code Pilot account for you, which is necessary for providing you the content, customer service, and network management that comes with the Site; as such, it is a condition of your use of the Site that all account information you provide is correct, current, and complete. You agree that all account information you provide is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

With regard to your username, password, any other piece of information you provide to us as part of our security procedures (collectively, “Account Information”), you agree to treat such Account Information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account Information is personal to you, and you agree not to provide any other person with access to the Site using your Account Information. You agree to notify us immediately (support@mycodepilot.com) of any unauthorized access to or use of your Account

Information or any other breach of security that you become aware of. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your Account Information or other personal information.

Except as provided herein, you may not transfer your Account Information to any other person and you may not use anyone else’s Account Information or account at any time. In cases where you have nevertheless authorized or registered another person to use your account or Plan, or where you have acted negligently in safeguarding your Account Information as set forth above, you agree you are fully responsible for (i) the acts and omissions of such person accessing the Site with your Account Information, (ii) controlling the person’s access to and use of the Site, and (iii) the consequences of any use or misuse by such person.

4. SERVICES

The scope and features of the Services may be determined by way of the Services set forth on a Sales Order or statement of work (“SOW”) executed by the Parties. A summary of Code Pilot’s Services, their associated scope and features, is as follows:

1.     Integrations: Customer will be provided with a variety of integrations to facilitate Customer’s use of Code Pilot. 

(a)     API. Code Pilot has created and maintains a REST API that includes API end points for data anaylsis. Code Pilot provides the end points and API tokens and will support and provide Customer scripting to such end points and tokens. The API tables that support our API endpoints update at least once every 24 hours. There are no restrictions on how frequently such API endpoints can be hit, but Code Pilot reserves the right to block IPs if such access becomes excessive in Code Pilot’s sole opinion.

2.     Onboarding: Unless otherwise outlined in a SOW between the Parties, Customer must engage with Code Pilot to commence Onboarding on the start date of the Sales Order and such work shall be completed within ninety (90) days. Onboarding includes the following Services:

One on-site onboarding workshop

Technical project plan*

Assigned Data Science Consultant*

Assigned Enterprise Program Manager*

Continuing team training and enablement

(a) Customer shall have a revocable, nontransferable, term license to use the copy of the materials provided hereunder for its internal use only. All other rights in the materials remain in and/or are assigned to Code Pilot. The Parties will cooperate with each other and execute such documents as may be appropriate to achieve the objectives of this Section.

(b) Customer acknowledges that Code Pilot may develop for itself, or for others, content similar to the materials and processes developed in performing the Services, and nothing contained herein precludes Code Pilot from developing or disclosing such materials and information, provided that the same does not contain or reflect Customer confidential information.

(c) Services provided by Code Pilot hereunder are for use by Customer only and for the purposes described herein. In no event will Customer allow third parties to  access  or use the materials provided by Code Pilot hereunder. Pricing for Services is based  on the number of Business Users in Customer’s Plan and is subject to change. Services provided are non-cancelable and associated fees paid or payable are non-refundable  and cannot be used as a credit towards any other amounts due to Code Pilot.

(d) In the event of a conflict between these Professional Services Terms and any Sales Order or SOW executed by the Customer, the provisions of the Sales Order or SOW shall take precedence over provisions of these Professional Services Terms.

5. FREE TRIAL / PREVIEW

Your subscription plan may begin with a free trial (for individuals) (“Free Trial”), a free team trial (for businesses that checkout online) (“Team Trial”), or a free or paid pilot (for businesses that checkout through a sales-guided process) (“Pilot”). The length of your Free Trial, Team Trial, or Pilot will be set out during Checkout; however, we reserve the right, in our absolute discretion, to determine your eligibility for a Free Trial, Team Trial, or Pilot, and to withdraw or to modify your Free Trial, Team Trial, or Pilot at any time without prior notice and with no liability. As a Free Trial, Team Trial, or Pilot user, you acknowledge and agree that your use and access, and the use and access of your Business Users, of the Site is subject to these Terms of Use.

6. PROPRIETARY MATERIALS

(a) Use of Code Pilot’s Proprietary Materials. The Site contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of Code Pilot and licensors of Code Pilot (collectively, “Proprietary Materials”), including without limitation source code, video, text, software, photos, graphics, images, music, and sound. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Materials. Proprietary Materials may only be accessed through the Site, and not by or from any other site or means. The applicable License granted you by these Terms of Use is a right of access through the Site only, and does not grant to you any right to download or store any Proprietary Materials in any medium, other than (i) that downloadable content that may be provided for certain training courses, including exercise files, course slides, and sample code, (ii) files that are automatically cached by your web browser for display purposes, and (iii) if we provide desktop, mobile, or other applications for download, a single copy of such application for your computer or mobile device solely for your own, personal use, provided you agree to be bound by an applicable end user license agreement for such application (collectively, the “Authorized Downloadable Materials”). Authorized Downloadable Materials are held by you pursuant to a limited revocable right only, and are subject to all restrictions described herein, including the prohibition on further transfer, sale, creation of derivative works, or exploitation in any manner.

(b) Reservation of Rights. Code Pilot reserves all intellectual property rights to the Proprietary Materials, other than as specifically granted under the applicable License granted you under these Terms of Use. No posting, copying, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Materials in any form or by any means, for any purpose, is permitted without our express written permission.

(c) Code Pilot Copyright and Marks. The entire Site is © 2018 - 2019 Code Pilot, Corp.. All Rights Reserved. Complying with all applicable copyright laws is your responsibility. “Code Pilot” and other Code Pilot marks and logos are service marks and trademarks of Code Pilot. 

(d) Equitable Relief. You acknowledge that a breach of any proprietary rights described in these Terms of Use may cause us irreparable damage, for which the award of damages would not be adequate compensation. Consequently, you agree that we may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.

7. MOBILE AND OTHER DEVICES

If you use a mobile device or Code Pilot-provided mobile application to access the Site, the following additional terms and conditions (“Mobile Terms”) also apply: 

(a) You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Site. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status, and details.

(b) You understand that wireless service may not be available in all areas at all times and may be affected by product, software, coverage, or service changes made by your service provider or otherwise. Additional terms and conditions may apply to your use of our mobile applications based on the type of mobile device that you use.

(c) YOUR ACCESS TO OR USE OF THE SITE VIA YOUR MOBILE DEVICE CONFIRMS YOUR AGREEMENT TO THESE TERMS OF USE, INCLUDING BUT NOT LIMITING THESE MOBILE TERMS.

8. REPRESENTATION, WARRANTIES, AND COVENANTS

(a) Your Representations and Warranties. You represent and warrant that:

(i) You are (i) 18 years of age or older or an emancipated minor, and (ii) are fully able and competent to form a binding contract with Code Pilot by entering into these Terms of Use. 

(ii) You are solely responsible for all service, telephony, data charges, and other fees and costs associated with your access to and use of the Site, including without limitation maintaining all internet, browser software and extensions, computer hardware, telephone, and other equipment required for such access.

(b) Authority. You and Code Pilot each represent, warrant, and covenant that it has the full power and authority to: (i) enter into an agreement subject to these Terms of Use; (ii) perform its obligations hereunder, and that its performance hereunder does not conflict with, limit, or be contrary to any other agreement; (iii) and that by so doing, it does not violate any applicable laws or any contractual relationship.

(c) Code Pilot Intellectual Property. We represent, warrant, and covenant that: (i) we have and will have all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with our performance under these Terms of Use to grant you the License and rights granted hereunder; and (ii) neither the Site (including the Proprietary Materials), nor the provision or utilization thereof as contemplated under these Terms of Use, will infringe, violate, trespass or in any manner contravene or breach or constitute the unauthorized use or misappropriation of any intellectual property of any third party.

(d) Reliance and Functionality. Code Pilot does not warrant that the content or functions of the Site will meet your requirements or that the operation of the Site will be uninterrupted or error free. The content and materials presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from or related to any reliance placed on such materials by you, your Business Users, or any other visitor to the Site, or by anyone who may be informed of any of its contents. The Site (including without limitation our blogs and Interactive Features) may include content provided by third parties, including materials provided by other users, bloggers, or third-party licensors, syndicators, aggregators, and reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Code Pilot, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Code Pilot. We are not responsible or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

(e) Availability of Site. You recognize that the traffic of data through the Internet may cause delays during your use of or access to the Site, and accordingly, you agree not to hold us liable for delays that are ordinary in the course of Internet use. You further acknowledge and accept that the Site may not be available on a continual 24-hour basis due to such delays, delays caused by our upgrading, modification, or standard maintenance of the Site, or any other delays outside of our control.

(f) Third-party services, links, SSO, OAuth, etc. If any portion of the Site contains services (e.g., discussion forums), links, resources, or materials provided by third parties, including without limitation URL links, discussion forum engines, single-sign on services (SSO), OAuth resources (e.g., Facebook, GitHub, LinkedIn, etc.), or capabilities to share to social media websites, these are provided for your convenience only. This may include links contained on courses or in advertisements, including banner advertisements and sponsored links on the Site. We have no control over the contents, software, or privacy practices of these third-party services, links, resources, or materials, and accept no responsibility for them or for any loss or damage that may arise from your use of them—if you access or use them, you do so entirely at your own risk.

9. TERMINATION; CANCELLATION POLICY

(a) Code Pilot’s Rights of Termination. You agree that we may deactivate your account or terminate your Plan if we believe that you have (a) breached these Terms of Use; (b) infringed the intellectual property rights of a third party; (c) posted, uploaded or transmitted unauthorized User Content; or (d) violated or acted inconsistently with these Terms of Use, our Privacy Policy, the Mobile Terms, the Professional Services Terms, or any other applicable code of conduct. You agree that any such deactivation or termination for the foregoing reasons may be effected without prior notice to you and that Code Pilot will not be liable to you or any third party for any deactivation of your account or termination of your Plan. 

(b) You acknowledge and agree that Code Pilot may retain and store your information on Code Pilot’s systems for archival purposes notwithstanding any termination or cancellation of your account or Plan.

10. INDEMNIFICATION

(a) Indemnification. You agree to defend, indemnify and hold harmless Code Pilot, its directors, employees, licensors, independent contractors, providers, subsidiaries, and affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns (each, a “Code Pilot Indemnitee”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) (hereinafter, “Claims”) arising out of or relating to: (i) your violation of these Terms of Use, the Mobile Terms, or the Professional Services Terms; (ii) your User Content or Feedback posted to the Site; (iii) any use by you of the Site’s material, content, services, or products other than as expressly authorized in these Terms of Use; or (iv) your use of any information obtained from the Site. 

(b) Indemnification Procedure. You agree to cooperate as fully as reasonably required in the defense of any Claims, including asserting any available defenses. We reserve the right, at our own expense, to assume the exclusive defense and control of any Claims or matter otherwise subject to indemnification by you and you may not in any event settle any Claims without our prior written consent.

11. NO WARRANTY; LIMITATIONS ON LIABILITY

(a) No Warranty. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. NEITHER CODE PILOT NOR ANY PERSON OR ENTITY ASSOCIATED WITH CODE PILOT MAKES ANY PROMISE, WARRANTY, OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER CODE PILOT NOR ANY PERSON OR ENTITY ASSOCIATED WITH CODE PILOT PROMISES, REPRESENTS OR WARRANTS THAT THE SITE OR CONTENT OBTAINED THROUGH THE SITE OR ANY PORTION THEREOF WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ITS CONTENT OR MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. CODE PILOT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. 

(b) Limitation on Liability. IN NO EVENT WILL CODE PILOT, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU, ANY OF YOUR AFFILIATES OR BUSINESS USERS, OR ANY THIRD PARTY WITH RESPECT TO THE SITE OR THE SUBJECT MATTER OF THESE TERMS OF USE UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF FORESEEABLE, FOR: (i) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THE AMOUNT YOU HAVE PAID TO CODE PILOT FOR THE SITE IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO LIABILITY ARISING; (ii) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, OR LOSS OF GOODWILL; (iii) DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iv) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (v) FOR ANY ACTIONS OF, OR SERVICES PROVIDED BY, THIRD-PARTY SERVICE PROVIDERS OR INDEPENDENT CONTRACTORS (INCLUDING MENTORS) PROVIDING SERVICES ON BEHALF OF CODE PILOT OR VIA THE SITE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. CHANGES TO TERMS OR THE SITE

(a) Changes to these Terms. We reserve the right to change or modify these Terms of Use, our Privacy Policy, or any documents, policies, or terms they incorporate by reference in our sole discretion and at any time. Any such change or modification will be effective immediately upon posting to the Site; however, any changes to Section 15(c) (Governing Law and Jurisdiction) will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Site. We will take reasonable steps to notify you of any changes or modifications, but you agree to review the Site periodically to be aware of any changes or modifications. Notwithstanding anything to the contrary, your continued use of the Site and any other Code Pilot-provided services will be deemed your conclusive acceptance of all such changed or modified terms and conditions. 

(b) Changes to the Site. Code Pilot may at any time, without notice or liability, change or eliminate any content or feature of the Site or any portion thereof, or restrict the use of any portion of the Site. Your only right with respect to any dissatisfaction with any service-related change or elimination is to cease use of the Site. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any reason.

13. GENERAL

(a) Non-Waiver. Failure by Code Pilot to enforce any provision(s) of these Terms of Use will not be construed as a waiver of any provision or right.

(b) Severability. If any provision of these Terms of Use is found to be illegal, void, or unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions of these Terms of Use.

(c) Governing Law and Jurisdiction. These Terms of Use are governed by and will be construed in accordance with the laws of the State of Texas, without reference to

(i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties,

(ii) the United Nations Convention on Contracts for the International Sale of Goods, or

(iii) other international laws. Should any dispute arise with regard to these Terms of Use, the parties agree to first work in good faith to resolve such dispute, and neither party may commence any action with regard to such dispute until thirty (30) days have passed from the time such party has provided written notice to the other party of the nature of such dispute, provided that nothing herein will prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms of Use.

(d) Dispute Resolution. Should any dispute arise with regard to these Terms of Use, the parties agree to first work in good faith to resolve such dispute, and neither party may commence any action with regard to such dispute until thirty (30) days have passed from the time such party has provided written notice to the other party of the nature of such dispute, provided that nothing herein will prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms of Use.

(e) Notice. Any notice which may be required to be given under these Terms of Use, will be given:

(i) by Code Pilot to you via e-mail to the e-mail address you maintain in your account settings or by notifying you electronically by displaying the notice in the Site;

(ii) by you to us in any commercially reasonable manner, including certified mail, return receipt requested, e-mail, or any other customary means of communication at the applicable mailing address set forth below, as may be updated from time to time. Any notice given otherwise than in accordance with this Section will be deemed ineffective.

Code Pilot, Corp.

111 Congress Avenue, Suite 400

Austin, Texas 78701

Attn: Executive Team

Email: contact@mycodepilot.com

All other feedback, comments, requests for technical support, or other communications relating to the Site should be directed to the Code Pilot support team by emailing support@mycodepilot.com.

(f) No Agency. Nothing in these Terms of Use will be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor, or employee of the other. Neither Code Pilot nor any other party to these Terms of Use has, or may hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that is binding on the other, except as provided for herein or authorized in writing by the party to be bound.

(g) Assignment. We may freely transfer or assign any portion of our rights or delegate our obligations under these Terms of Use. You may not assign or otherwise transfer your rights, obligations, or duties under these Terms of Use, in whole or in part, without our prior written consent, in our sole discretion. Any attempted transfer or assignment of these Terms of Use without the prior written consent of Code Pilot will be null and void ab initio. These Terms of Use will be binding upon and will inure to the benefit of the permitted successors and assigns of each party to these Terms of Use.

(h) Miscellaneous. These Terms of Use, our Privacy Policy, together with each Sales Order, and/or the Professional Services Terms, as applicable, constitute the sole and entire agreement between you and Code Pilot with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. The section titles used herein are displayed for convenience only and have no legal effect. Nothing in these Terms of Use confers any third-party beneficiary rights or remedies. The inclusion of your purchase order number on any Sales Order, invoice, or other Code Pilot-provided document is for reference purposes only and is not an acceptance by Code Pilot of your terms or conditions contained therein or elsewhere. The terms on any such purchase order or similar document submitted by you to Code Pilot will have no effect and are hereby rejected. If any dispute should arise between the parties hereto regarding the terms or subject matter of these Terms of Use or the enforcement or breach of such terms, then the party prevailing in such dispute, whether by out-of-court settlement or final judicial determination, will be entitled to recover from the non-prevailing party all costs and expenses of such dispute incurred by such prevailing party, including without limitation reasonable attorneys’ fees.

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