Terms & Conditions
These Terms of Service (this “Agreement”) govern your access to and use of the CodeScan* Service (defined below as “the Services”). If you register for a free trial, evaluation or free Services, the applicable provisions of this Agreement also govern your access to such Services.
You agree to the terms of this Agreement by accepting them or by using the Services.
We periodically update the terms of this Agreement. If you have an active CodeScan account, we will notify you of updates via an email or a notification on the CodeScan platform. Unless the notice states otherwise, the updated terms of this Agreement will become effective and binding on the next business day after it is posted. You can find archived recent versions of the terms here.
“You” means you are accepting these Terms or Service on behalf of an entity you represent, or you are accepting the terms on behalf of yourself, individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these Terms of Service, and you agree to these Terms of Service on behalf of that entity. If you do not have such authority, are under 18 years of age, or do not agree to the terms set forth in this Agreement, you must not use the Services. “CodeScan", "we", "us" or “our” means the applicable CodeScan contracting entity as specified in the ‘CodeScan Entity and Law and Jurisdiction’ section below.
Direct competitors of CodeScan are prohibited from accessing or using the Services and the Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement is effective as of the date on which you accept it either by means of the Order Form or by utilizing the Services. The following also apply to your use of the Services:
By utilizing the services of the CodeScan software ("CodeScan"), a service by CodeScan AI, LLC. ("Company"), you acknowledge and agree to abide by these Terms and Conditions ("Terms"). If you are unwilling to comply with these Terms, please refrain from using our services.
CodeScan offers AI-driven code reviews and project code assessments. The services may only be used for lawful purposes, and in accordance with these Terms. You are accountable for all your communications, including the upload, transmission, and posting of information, and you will bear the consequences of their posting on or through the service.
Usage of our service may necessitate the creation of an account. It is your responsibility to maintain the security of your account and ensure that all provided contact information remains accurate and current.
If you have a paid subscription, your Order Form sets out the number of Developer subscriptions that you have agreed to purchase. You shall ensure that the maximum number of Developers does not exceed your Subscription Allocation. You may purchase additional Developer subscriptions in increments of 10 by notifying CodeScan or through the self-service function on your account and paying additional fees. CodeScan may track the number of Developers to verify that you are paying for the correct number of subscriptions and invoice you for any additional fees due.
Subject to your compliance with the terms of this Agreement, CodeScan will provide you with access to use the Services, Service Data, and the Documentation during the Term solely for your internal business operations in accordance with your Subscription Allocation.
If you have a paid subscription, this Agreement will remain in effect for the initial period stated on the Order Form and thereafter, will renew automatically for additional twelve (12) month periods until terminated by either you or CodeScan providing the other with notice of termination prior to the end of the Term (all such periods together referred to as the “Term”). If you are on a free plan, “the Term” is the period commencing on your acceptance of these Terms of Service and ending when either CodeScan or you terminate this Agreement as set out in the Termination section below.
This Agreement will apply to any new services, features, or functionalities that CodeScan may introduce from time to time, except to the extent that they are Added Options which may be subject to the additional terms to which you will be required to agree and additional fees which you will be required to pay before being permitted to use the Added Options.
The Service-Specific Terms set out in the Schedule below highlight some of the important things about using particular features and functions of certain individual Services. To the extent that your Order Form specifies any of those Services as being included in your subscription, the relevant additional Service-Specific Terms form part of these Terms of Service and apply additionally to your use and our provision of those Services.
CodeScan holds exclusive ownership over all Intellectual Property rights pertaining to any Products, Services, and Support provided. This includes but is not limited to text, software, graphics, and logos ("Content") displayed or performed on the service. The content is the property of CodeScan and/or third parties and is protected under United States and international copyright laws.
CodeScan grants the Client a worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable License for the Authorized Use of CodeScan's Intellectual Property rights in any Products, Services and any related Support. This License is valid for one (1) year from the Commencement Date, unless renewed. The Client agrees not to dispute or misuse any of CodeScan's Intellectual Property rights.
CodeScan AI, LLC. will make commercially reasonable efforts to ensure that the Services will be performed substantially in accordance with the Documentation. However, we will have no obligations to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than CodeScan AI, LLC. or CodeScan AI, LLC.’s duly authorised contractors or agents...
If you choose a paid-subscription plan, you agree to pay CodeScan fees in accordance with the relevant pricing plan. Details of those fees are set out on our Pricing Page at https://codescan.ai (which do not include VAT).
Depending on the pricing plan chosen by you, our third-party payment processor will (and you hereby authorize it to) bill your payment card for the applicable fee in advance on or shortly after the date you subscribe for a paid plan and each month or anniversary thereafter, until terminated by you or CodeScan. The fees are non-cancellable and non-refundable, except as expressly stated otherwise in these Terms of Service.
If you move to a higher tier of a paid plan, the change will take effect immediately and CodeScan will charge you for the additional fees associated with the new paid plan on a pro-rata basis. If you move to a lower tier of a paid plan, the fee change will take effect in the next billing cycle. You acknowledge that you will not receive a refund for the then-current billing cycle if you move to a lower tier of a paid plan, or to a non-payment subscription plan.
CodeScan reserves the right not to provide you with the Services until the relevant fee has been received in full and cleared funds.
CodeScan also reserves the right to change our fees or payment plans at any time. If you do not agree to such change,
Upon receipt of a purchase order for a Product or Support, the Company will process the order and issue an Activation Key. Order processing initiates the Commencement Date for the License of the purchased Product. The total price for the purchased Product and/or Support is payable via wire transfer on or before the Due Date as indicated on the relevant invoice. Failure to fully settle the invoice by the Due Date may result in deactivation of the Activation Key, cessation of Support, or termination of this Agreement. All payments made are non-refundable.
The Company provides a dedicated Support team, available via the Service Desk for assistance with any Editions in use. Maintenance and Online Support are offered for all editions, with support specifically for the latest version or the then-current LTS version of their Edition. Unless otherwise stated, Support, barring Maintenance and Online Support, is billable, with the client responsible for incurred expenses. Support is provided primarily through the Service Desk and occasionally via alternative methods at the discretion of the Company. Physical premises support is not provided.
Both CodeScan and the Client may be given access to Confidential Information from the other party in order to perform their respective obligations under this Agreement. CodeScan will not access the Client's customer information or network without explicit permission. Confidential Information does not include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party's lawful possession before the disclosure.
Both CodeScan and the Client agree not to disclose confidential information obtained as a result of this Agreement to any third party without the prior written consent of the disclosing party. These confidentiality provisions apply worldwide and remain effective for two (2) years following the expiration or termination of this Agreement.
The Company will not access personal information beyond the limited extent that the Client chooses to disclose. The Company complies with all applicable data privacy laws. The Company does not sell the Client's personal information.
You agree to defend, indemnify and hold harmless the Company and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the service, by you or any person using your account and password, or b) a breach of these Terms.
Nothing in this agreement excludes the liability of either party:
Neither party shall be liable whether in tort, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.
Except for your liability under the Indemnification section above (which will not be subject to any limit), the total aggregate liability of either party arising in connection with the performance or contemplated performance of this Agreement shall be limited to the greater of USD $100, or the total fees paid by you for the Service during the 12 months immediately preceding the date on which the claim arose.
CodeScan will not be liable for our failure to find, fix and monitor Issues, any ‘false positives’ incorrectly identified by the Services as requiring consideration of a remediation; or for any damage or loss suffered as a result of a recommended remediation deployed. Nor shall CodeScan have any responsibility for any damage caused by errors or omissions in any content or omissions in any information, instructions, or scripts provided by you in connection with the Services or any action taken by us at your direction.
All other warranties, conditions, representations or other terms implied by statute or common law in relation to the Services, Documentation, Service Data, and Platform are excluded to the fullest extent permitted by law.
In no event shall the Company, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the service; (ii) any conduct or content of any third party on the service; (iii) any content obtained from the service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
The Company reserves the right to modify these Terms and Conditions at any time. If changes occur, the Company will make the revised terms available on our website, and an update notification will be sent to all users.
If you do not have a paid subscription to the Services, we may suspend, limit, or terminate the Services and terminate this Agreement for any reason at any time without notice, and you may terminate this Agreement at any time by deleting your account by means of the Service, or asking us to do so via email to support@codescan.ai.
If you have a paid subscription to the Services, you or we may terminate by giving thirty (30) days’ notice before the end of the then current Term via email to support@codescan.ai.
Without affecting any other right or remedy available to us, we may terminate this agreement with immediate effect by giving written notice to you if (i) you commit a material or persistent breach of these terms.
On termination of this Agreement: (i) the rights granted to you under this Agreement Shall immediately terminate; and (ii) you shall pay any and all fees outstanding, delete all copies of the Service Data and cease all use of the same; and immediately uninstall, delete or remove from all computer equipment in your possession or control, and destroy or return to CodeScan all copies of, any software used in the provision of the Services including CodeScan’s CLI tool;
Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
Neither party shall be held in default or be liable under this Agreement (except for payments due) for inability to fulfill its obligations due to circumstances beyond their control such as natural disasters, epidemic, accidents, strikes, lock-outs, war, acts of God, and any failure or delay of any transportation, power, or communication system.
(a) This Agreement spans one (1) year on (1) month, depending on the active subscription, from the Commencement Date for each purchased Product or Support. The Client can renew this Agreement by renewing or ordering a new Product or Support before or on the expiration date of the original Product or Support.
(b) Both the Company and the Client can terminate this Agreement through a written mutual agreement at any time. The Client can also terminate this Agreement unilaterally, without reason, by providing at least three (1) months' prior written notice to the Company. The Company also reserves the right to terminate this Agreement unilaterally at any time.
The Service may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.
Your use of the service is at your sole risk. The service is provided on an "AS IS" and "AS AVAILABLE" basis. The service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
(a) This Agreement contains the only terms and conditions applicable. The Client may not seek to impose or negotiate special amendments or additions to this Agreement either at the time of order placement, or at any point before or after the order is placed.
(b) Not having read the terms and conditions hereunder before placing an order does not exempt the Client from adherence to this Agreement, nor obligate the Company to accept any amendments or additional terms and conditions, written or verbal, that the Client may seek to apply. This clause also applies to any Evaluations or Trials.
(a) This Agreement represents the entire contractual relationship between the Parties, superseding all prior oral or written communications, proposals, conditions, representations, and warranties. It prevails over any conflicting or additional terms found in any price quotation, purchase order, acknowledgment, or other communication between the Parties.
(b) The English version of this Agreement is the only legally binding version. Translations into other languages are not legally binding.
(c) If these terms and conditions are modified or changed, the amendments will be posted on the Company's Website at https://codescan.ai/terms-conditions and shall automatically take effect upon posting. It is the Client's responsibility to periodically check this site for updates.
You may not assign or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Notwithstanding the foregoing, no consent is required for you to assign your rights and obligations under this Agreement to an Affiliate or to a successor in interest through merger, reorganization, consolidation, or acquisition, provided that you provide us with notice of the assignment. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
There are no third party beneficiaries under this Agreement.
To contact us for technical issues, please email support@codescan.ai. For legal notices, please contact legal@codescan.ai. A notice sent by email shall be deemed to have been received at the time of transmission.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
If any provision of this Agreement or any Order Form, shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of this Agreement or any Order Form is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
This Agreement, the Documentation, and each respective Order Form contain the entire agreement of the parties with respect to the Services specified in each Order Form, and there are no other promises or conditions in any other agreements, whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties with respect to those Services provided under this Agreement, or specified in each Order Form (if applicable). The parties agree that any term or condition stated in a purchase order provided by You or in any other order documentation provided by You is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the applicable Order Form, (b) this Agreement, and (c) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
(a) These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions. Any legal suits, actions, or proceedings relating to these Terms or your use of the service or applications shall be instituted in the federal courts of the United States or the courts of the State of California.
(b) Notwithstanding the foregoing, any dispute, controversy or claim arising under this Agreement, including its formation, validity, interpretation, performance, breach, or termination, shall first be submitted to mediation in accordance with the WIPO Mediation Rules in effect at that date. If not settled through mediation within ninety (90) days, it shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules in effect at that date upon the filing of a Request for Arbitration by either party.
The following additional terms apply:
CodeScan License Compliance Management is the function of the Services which enables you to create sets of rules that can be applied in respect of License Information applicable to the Protected Asset. "License Information" means the license information identified by the Services as being associated by the CodeScan License Compliance Management with any dependency in or content of the Protected Asset.
You acknowledge and agree that:
CodeScan Infrastructure as Code is a function which enables you to scan configuration files and settings associated with Protected Asset and set and manage preferences. "IaC Information" is information regarding configuration associated with the Protected Asset, produced by means of CodeScan Infrastructure as Code.
You acknowledge that:
The “API” is the application program interface made available by CodeScan to you as an optional part of the Services for the purposes of connecting your CodeScan account with other facilities operated and controlled by you. You may use the API during the Term, solely for the purposes of your use of the Services for your internal business operations. No warranty or representation is made as to the API’s continued availability, or its compatibility with any software or technical protocols or standards.
The API is intended to be used as an interface between the Platform and an external application or repository operated and controlled by you. CodeScan may rate-limit, throttle or otherwise restrict API use to prevent what it considers (in its absolute discretion) to be abuse, security issues or excessive use. CodeScan shall use reasonable endeavours when applying such restriction to return a descriptive error message, but the nature of the restriction may make this impractical.
The “CLI tool” is the CodeScan client-facing code, more particularly described in the Documentation, which authenticates a machine with a particular CodeScan account. CodeScan’s CLI tool reports to CodeScan an event for each command you issue, including, but not limited to, the version of the CLI tool, the versions of surrounding tools such as Node, Maven, Bundler and npm, the organization ID, the arguments and inputs provided to the CLI, and details about duration, success and failure of CLI actions. This information is used by CodeScan for analytical purposes and to improve the Services. It allows CodeScan to better understand how the CLI tool is used, and informs CodeScan’s product development decisions.
You hereby agree to CodeScan’s collection and use of data as described in this section. You may opt out of this by setting the disable-analytics configuration item, as explained in the FAQ page at https://codescan.ai/policies/tracking-and-analytics/ (or such other web address notified by CodeScan to the Licensee from time to time).
The CLI tool is distributed under Apache version 2.0 open source software license (https://www.apache.org/licenses/LICENSE-2.0.txt). Use of the CLI tool is subject to the terms of that license and is not subject to the restrictions in sections 2 and 4 of the main body of this Agreement.
CodeScan Code is a Static Application Security Testing (or ‘SAST’) feature and as such does not review code at runtime. Nor does it review code in the environment in which it is to be executed. As such, You acknowledge and agree that:
| Term | Definition |
|---|---|
| Added Option | Means any optional product, service, feature or functionality which CodeScan makes available to you subject to the agreement of additional terms |
| Confidential Information | All non-public information (however recorded or preserved) disclosed by a party to the other party after the date of this agreement, including but not limited to any information that would be regarded as confidential by a reasonable business person |
| Developer | Means an employee, agent or independent contractor who contributes, or has contributed, to the Protected Asset, including modification, programming and testing, recalculated on a rolling ninety (90) day basis |
| Documentation | The documents made available by CodeScan online via https://codescan.ai/docs or such other web address notified by CodeScan from time to time which sets out a description of the Services and the user instructions for the Services |
| Intellectual Property Rights | Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights |
| Issue | A vulnerability, security misconfiguration or other issue identified by the Services as potentially negatively affecting the security, integrity or functioning of any Protected Asset |
| Order Form | The online order process specifying the Services to be provided under this Agreement that is entered into between you and CodeScan and your Subscription Allocation |
| Personal Data | Any information relating to an identified or identifiable natural person |
| Protected Asset | Any code, configuration file, container image or other item relating to your software projects, in all cases in respect of which you use the Services during the term of this Agreement |
| Service Data | Information and data made available by CodeScan to you in connection with the Services |
| Services | The services and access to Software provided by CodeScan to you under this agreement as more particularly may be described in the Order Form and the Documentation |
| Software | The software applications provided by CodeScan as part of the Services |
| Subscription Allocation | The limits on the use of the Services comprised in your subscription (or, as the case may be, your free plan), as may be set out in an Order Form, including any limit on the number of Developers contributing to the Protected Asset |
| Virus | Any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices |
| Your Data | The data inputted by you, or CodeScan on your behalf for the purpose of using the Services or facilitating your use of the Services |