Effective Date: January 01, 2019 (v. 1.2.0)
3. SITE ACCESS AND ACCOUNT REGISTRATION
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 (firstname.lastname@example.org) 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.
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
6. PROPRIETARY MATERIALS
(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.
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.
8. REPRESENTATION, WARRANTIES, AND COVENANTS
(a) Your Representations and Warranties. You represent and warrant that:
(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.
(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
(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.
(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.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12. CHANGES TO TERMS OR THE SITE
(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.
(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
(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
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 email@example.com.