SaaS TERMS of USE

These SaaS Terms of Use apply to the Customer’s use of the Platform and the Software provided by Code Maestro Inc. (“Vendor”) as specified in any invoice  sent to the Customer. By using the Platform and the Software, Customer agrees to be bound by them in relation to all use of the Platform and the Software.‍

1. INTERPRETATION

Account means a unique account created for You to access our Service or parts of our Service.

Agreement means these Terms of Use together with any Subscription Forms agreed between the parties and any ancillary agreements as the case may be.

Authorised Users means  those employees, contractors, subcontractors, and agents who are authorised by Customer to use the Services.

Business Day means a weekday other than a public or bank holiday in the USA.

Confidential Information has a meaning as provided in these Terms of Use.

Customer (also “You” and “Your”) means an individual accessing or using the Platform, Software and the Services, or the company, or other legal entity on behalf of which such individual is accessing or using the Platform, Services and the Software, as applicable.

Customer Content means any data or materials of any kind in electronic or tangible form, including without limitation graphics, application, data files, provided/uploaded/generated to the Platform by the Customer in connection with this  Agreement. 

Effective Date means the date as set out on the Subscription Form.

Intellectual Property Rights means all past, present, and future rights, which may be created and exist wherever  in the world, including the following rights: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in intellectual property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights defined above. 

Platform   refers to Code Maestro coding co-pilot for game development, accessible from https://www.code-maestro.com/, managed by Vendor and used to provide Services under these Terms of Use, including the Software. 

Services mean specific Vendor’s internet-accessible service that provides limited access and use of Vendor’s Software and the Platform  on a term-use basis. The  Services do not include Support. 

Software means the object code version of the software  to which Customer is provided access on the Platform as part of the Services, including any updates or new versions. 

Subscription Term  means the period during which Customer will have an on-line access to the Platform and use of the Software through Vendor’s  Services. 

Support means support in the use of, identification and resolution of errors in the Services. 

Term means the term of these Terms of Use. 

Vendor (hereinafter also referred to as either "We", "Us" or "Our") means Code Maestro Inc., registered at: 919 North Market Street, Suite 950 in the city of Wilmington, zip code 19801.

2. SERVICES

2.1. During the Subscription Term Vendor  grants to the Customer and its designated Authorised Users  a non-exclusive, non-transferable, non-assignable, limited  right (license) to use the  Services and access the Platform solely for internal business purposes on the terms and conditions set forth herein. 

2.2. Customer acknowledges that this  Agreement doesn’t provide for any obligations on the Vendor’s side to transfer to Customer any copies of the Software as part of the  Services. 

2.3. Customer shall not, and shall not permit anyone to: (i) copy and republish the  Software, Platform and  Services, (ii) make the  Services and the Platform available to any person other than an  Authorized User, (iii) modify or create derivative works based on the  Services and the Software, (iv) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the  Services or in the Documentation, (v) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the  Services, or (vi) access the Platform and   Services  in order to create a similar product or competitive product. 

Subject to the limited license granted herein, Vendor  shall own all right, title and interest in and to the Software,  Services, and other deliverables provided under this  Agreement, including all modifications, improvements, upgrades, derivative works and intellectual property rights therein.

2.4. The rights and restrictions stipulated herein shall apply to Customer’s employees, representatives, contractors, as applicable, to use and access while using the Platform in connection with their relationship to Customer. 

3. CUSTOMERS OBLIGATIONS and ACCEPTABLE USE

3.1.  Customer will be responsible for providing its own Internet access to the  Platform. During the Term  Customer may access and use the Platform pursuant to the terms of any outstanding Subscription  order, including such features and functions as the Subscription order requires. 

3.2.  Customer shall be solely responsible for the acts and omissions of its Authorised Users. Vendor shall not be liable for any loss of data or functionality caused directly or indirectly by the Customer’s Authorised Users.

3.3. Customer shall: (a) notify Vendor immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Vendor immediately and use reasonable efforts to stop any unauthorized use of the  Services that is known or suspected by Customer, nand (c) not provide false identity information to gain access to or use the  Services on the Platform. 

3.4. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the  Services, including those laws related to data privacy and the transmission of technical or personal data. Customer acknowledges that Vendor exercises no control over the content of the information transmitted by Customer or  its Users through the Services. 

3.5. Subject to the terms and conditions of this Agreement, Customer shall grant to Vendor a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the Services to Customer. Customer shall be solely responsible for the Customer Content and shall indemnify Vendor against all possible claims of third parties in connection with breach of any intellectual property rights with regard to the Сustomer Content uploaded, performed, displayed, stored and transmitted by means of the Platform and the Services. 

3.6. Customer understands and agrees that the Platform must not be used at any point in time by more than a number of Authorised Users specified in the Subscription form, provided that Customer will be entitled to add or remove Authorised  User licenses on the terms hereof. 

3.7. Without prejudice to Vendor’s other rights in law or equity, Vendor reserves the right, without a liability to Customer, to suspend or disable Customer’s or any Authorised Users access to the Services where Customer and/or its Authorised Users are  in material breach of the terms hereof,  and fail to remedy such breach within 30 days of being notified by Vendor to do so.  Customer shall not thereby be entitled to claim any refund or compensation for such suspension, provided however that where such breach of same would have a material adverse impact on Vendor’s ability to provide the Services or the integrity and security of the Platform, no remedy period shall be granted to Customer prior to Vendor’s exercising the suspension rights herein.‍

4. SUBSCRIPTION FEES. PAYMENT. REFUND

4.1. The Customer agrees to pay all fees associated with their use of the Services and the Platform in accordance with the pricing published at https://www.code-maestro.com/promo or otherwise notified by Vendor at the time the Subscription order is placed. Fees are due and payable in full upon submission of the Subscription order, unless otherwise agreed. 

4.2. All pricing is subject to change, but any such changes will not affect fees applicable to a Subscription order already placed and confirmed by the Customer. By proceeding with a Subscription order, the Customer confirms their acceptance of the applicable fees as published or communicated at that time.

4.3. The Services are provided on a subscription basis, with fees payable in advance for each one-month subscription term ("Billing Cycle"). The Customer agrees to pay the applicable subscription fees on a monthly-rolling basis, where payment is due in full at the beginning of each Billing Cycle.

4.4. Unless cancelled by the Customer in accordance with the cancellation terms herein, the subscription will automatically renew at the end of each Billing Cycle for a successive one-month term at the then-current applicable rate.

4.5. The Customer authorizes the Company (or its third-party payment processor) to automatically charge the designated payment method on file at the beginning of each Billing Cycle for the full subscription fee due. Failure to complete timely payment may result in suspension or termination of access to the Services.

4.6. The fees are non-refundable. All fees are stated in United States Dollars, and must be paid by Customer to Vendor in United States Dollars. Vendor reserves the right to change the fees and/or to institute new charges and fees at the end of the initial Subscription term or then-current renewal term. Customer will pay all taxes and duties (including withholding tax) assessed in connection with this Agreement.‍

5. SUPPORT

5.1. Vendor will use commercially reasonable efforts to cause the Services and  Platform to continuously improve and evolve with changes in the industry as may be reasonably determined by Vendor  (or otherwise provided in the Subscription Order), at no additional fee or expense to Customer.

5.2. Vendor shall provide Support  to Customer as may be reasonably requested by the latter during the Term hereof.  Vendor shall provide Support in line with the industry best practices and due skills and care.

5.3.  Support  may not be  provided by Customer in case:

• the requested Support  amounts to general training in the use of the Platform and the Services;
•  the technical issue could have been resolved by Customer’s Authorised User/s independently after a general training session on use of the Platform and Services;
•  the technical issue is a consequence of improper use of the Services and the Platform;
• Support services are requested in connection with any alterations to the configuration of the  Services and the Platform, made without a prior written consent of Vendor. 

5.4.  Vendor shall have the right to occasionally suspend the  Services in connection with scheduled maintenance to the Platform. Vendor shall give to Customer  (where possible) a prior written notice (email deemed sufficient) of scheduled maintenance no later than 24 hours before the maintenance commencement. 

5.5. Notwithstanding anything contrary to the above, Vendor reserves the right to suspend the  Services if the Customer’s actions cause an overload of the Platform,  compromising its stability, performance, or availability for other users, which shall be communicated to the Customer as soon as practically possible. Such a suspension shall not constitute a termination of this Agreement  or result in any penalties or liabilities on the Vendor’s part. 

6. WARRANTIES and DISCLAIMER

6.1. Vendor represents and warrants that:

(a) Vendor is the owner of or licensee of all rights necessary and appropriate to perform the  Services and grant the rights hereunder to the  Platform and the Services; 

(b) Vendor has the power and authority to enter into this  Agreement; 

(c) the  Services will be performed in a timely, professional and workman-like manner in accordance with industry standards, and with a degree of care, skill and expertise as is required for the provision of services of a similar nature; 

(d)  Vendor  will reasonably repair or replace any non-conformity associated with the  Platform or the Services so that each are in compliance with this Agreement;

(e) Vendor will not violate any laws or regulations, or any agreements with any third party as a result of performing its obligations under this  Agreement; 

(f) there are neither pending,  nor threatened, nor to the best of Vendor’s knowledge, contemplated, any suits, proceedings, actions, or claims which would materially effect or limit the rights granted to Client under this Agreement.

VENDOR DOES NOT GUARANTEE THAT THE  SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT Vendor WILL CORRECT ALL THE SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT VENDOR DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE  SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, OR OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

6.2.  The Customer represents and warrants that it has the power and authority to enter into this   Agreement and  it has accurately identified itself and its Authorised Users and has not provided any inaccurate information about itself or Authorised Users to or through the Platform. 

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Vendor retains all right, title, and interest in and to the Platform and the Software, including without limitation all software used to provide the Platform and all graphics, user interfaces, logos, and trademarks reproduced through the Platform. This Agreement does not grant Customer any intellectual property license or rights in or to the Platform or any of its components. Customer recognizes that the Platform and its components are protected by copyright and other laws.

7.2.  Customer acknowledges and agrees that the  Platform, derivatives thereof, ideas, methods of operation, modifications, changes, enhancements, conversions, upgrades, additions and modules included in the Platform are proprietary material which contain valuable trade secrets of Vendor.

7.3. Vendor acknowledges and agrees that, as between the Parties, Customer exclusively owns all right, title, and interest in and to Customer’s Confidential Information and the Customer Data, including all Intellectual Property Rights therein, irrespective of whether such Customer Data is stored or processed through or in the Services or the Platform. 

7.4. Customer grants the Vendor a non-exclusive, royalty-free, and worldwide license to use the Customer’s name, logo, and/or trademarks in the Vendor's marketing materials, promotional content, public announcements, case studies, and website, provided that such use is truthful and does not misrepresent the Customer’s relationship with the Vendor. 

8. INDEMNIFICATION and LIABILITY

8.1.  Under no circumstances shall Vendor be liable to the Customer for any special, indirect, incidental, consequential or punitive damages of any kind or nature whatsoever, arising out of or in any way related to this Agreement, the Services, including but not limited to lost goodwill, lost profits, loss of data or software, work stoppage or impairment of other goods, and whether arising out of breach of warranty, breach of contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such damage or if such damage could have been reasonably foreseen and notwithstanding any failure of essential purpose of any exclusive remedy provided herein.

8.2. Vendor shall be liable for typical, foreseeable damages arising in connection with this Agreement and thereunder exclusively as follows:

• for any damages induced by intent and/or gross negligence.
• for a material breach of any obligation hereunder. A material breach shall only occur if the breached obligation is a promise for the execution of the Agreement. 

8.3. Vendor’s aggregate liability arising out of or related to this Agreement, whether in contract, tort, or under any other theory of liability, shall not exceed the total amount paid by Customer under the  Subscription order.  The limitations of liability specified in this Agreement will survive and apply even if any limited remedy specified in this Terms of Use  is found to have failed of its essential purpose.

8.4. Indemnification. Subject to the terms, conditions, express representations and warranties provided in this Agreement the Customer  agrees to indemnify, save and hold harmless Vendor from any and all damages, liabilities, costs, losses or expenses (including reasonable attorneys’ fees and costs) which may be incurred as a result of any claim, suit or proceeding brought or threatened against the Vendor by a third party  based on allegations that Vendor  infringed any third party Intellectual Property Rights in  the Services an/or infringed confidentiality obligations, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or willful misconduct of Vendor provided always that the Customer  notifies Vendor as soon as possible of the claim or dispute and no later than five (5) days after becoming aware of the claim or dispute, and does not make any statements or admissions or settlements that would compromise Vendor;s ability to manage the claim.

8.5. In the event of any action, suit, arbitration, or proceeding arising from or based on this Agreement or the subject matter hereof, Vendor shall be entitled to recover from the Customer, in addition to any other award or recovery, its outside attorneys' fees and costs incurred in connection with any such action, suit, arbitration, or proceeding and in connection with the collection of any award or other enforcement of any decision, ruling, judgment, award, or settlement.

8.6. Nothing in this  Agreement is intended to limit or exclude any liability for death or personal injury as a result of negligence or fraud or fraudulent misrepresentation or any other matter that cannot be excluded by law. 

9. TERM and TERMINATION

9.1. These Agreement shall become effective on the date the Customer completes the purchase of the Services by submitting the Subscription form and making the initial payment ("Effective Date").

9.2. The Agreement shall remain in effect on a rolling monthly basis, automatically renewing each month unless terminated in accordance with these Terms. Each renewal shall constitute a continuation of the original term under the same terms and conditions, unless otherwise modified by mutual agreement or by updated terms properly notified by the Company.

9.3. Vendor may terminate the Agreement and the Services immediately upon a notification of the Customer  in the event the Customer  fails to discharge any Fees due and owing despite written (electronic notification deemed sufficient) notice to discharge the same.

9.5. Customer shall be entitled to terminate the Subscription order at any time, save that the Services shall run for the period indicated on a Subscription  form. 

9.6. Vendor shall have the right to terminate any Subscription order Subscription Order  immediately upon a material breach by the Customer (including non-payment, breach of confidentiality, IP rights).

9.7. On termination of the Subscription order and this Agreement  for any reason:

•  all licences and rights of access granted under the Subscription Order shall immediately terminate;
• Customer shall not be entitled to any refund. 

10. CONFIDENTIALITY and DATA PROTECTION

10.1. Vendor agrees to keep all Customer Data in the strictest confidence, and to the extent Customer Data is accessed and/or received by the Software it shall be deemed as Confidential Information for the purposes of this Agreement.

10.2.  Both Vendor and You acknowledge and agree that:

10.2.1. the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

10.2.2. it owes an obligation of confidence to the Discloser concerning the Confidential Information;

10.2.3. it must not disclose the Confidential Information to a third party except as permitted in this Agreement;

10.2.4.  all Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

10.2.5. any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

10.3. A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:

10.3.1. any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.

10.3.2. any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

10.3.3. any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.

10.3.4. The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:

•  any actual, suspected, likely or threatened breach of a term of this Agreement; or
•  any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

10.4. Vendor and the Customer will comply with all applicable requirements of the Data Protection Legislation.

10.5.  To the extent that Vendor acts as a Data Processor of Customer Personal Data in the course of making the Software available to the Customer, Vendor shall:

- Process the Customer Personal Data only in accordance with the written instructions of Customer from time to time unless required to do so by law and subject to notifying the Customer;

-  take reasonable steps to ensure the reliability of its employees, staff, officers and agents who may have access to, or be involved in, the Processing of the Customer Personal Data and that such employees, staff, officers and agents only process the Customer Personal Data in accordance with this Agreement;

- ensure that Vendor’s personnel who have access to and/or process the Customer personal data are obliged to keep it confidential or are under an appropriate statutory obligation of confidentiality;

- ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful Processing of Customer personal data and against loss or destruction of, or damage to, Customer personal data, appropriate to the harm that might result from unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the Customer personal data to be protected, having regard to the state of technological development and the cost of implementing any measures.

10.6. Vendor shall collect, use, and share Your personal data in connection with the use of the Platform  and the Services in line with the Privacy Policy located at: https://www.code-maestro.com/. 

11. FORCE MAJEURE

11.1. Neither party shall have any liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, provided that the party notified of such an event and its expected duration. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, the party not affected may terminate the Subscription order and this Agreement by giving one calendar month written notice to the other party. 

12. MISCELLANEOUS

12.1. Except as otherwise provided in these Terms of Use, the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. 

12.2. All notices to be given hereunder shall be transmitted in writing by electronic communication. The Parties agree not to be liable towards each other for the loss that might ensue on either or both sides on account of the use of electronic communication, including the acts and omissions of the service provider. Each Party shall do or omit all that may be expected from each of them in order to prevent aforementioned risks from. 

12.3. These Terms of Use constitutes the entire agreement between the Parties in connection with the subject matter thereof; it incorporates, replaces, and supersedes all prior agreements, promises, representations, understandings, and negotiations, written or not, between the Parties in connection therewith.

12.4. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. In the event any one or more of the provisions of this Agreement are unenforceable, the remainder of the Agreement will be unimpaired. Any unenforceable provision will be replaced by a mutually acceptable provision that comes closest to the intention of the Parties at the time the original provision was agreed upon.

12.5. All communications during performance of this Agreement can be conducted by the Parties via emails, messengers and other electronic means of communication. The Parties hereby acknowledge the binding force of such communications. 

12.6. If any conflict exists between the terms and conditions of this Agreement and any provision of the Subscription Order, provisions of the applicable Subscription Order shall prevail with regard to the matters contemplated therein.

12.7. These Terms of Use and any Subscription order  shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes, claims, or controversies arising out of or relating to this contract shall be resolved exclusively in the state or federal courts located in the State of Delaware. The parties hereby consent to the jurisdiction and venue of such courts and waive any objections to the convenience of such forums. 

Contact Us

If you have any questions about these Terms of Use,  You can contact Us:

By email: support@code-maestro.com

By visiting this page on our website: https://www.code-maestro.com/