Terms of Service

Last updated: September 1, 2022

Introduction

Welcome to Codesphere's Terms of Service! The first portion of our Terms of Service is an introduction, which is structured like an FAQ and lays out some high-level concepts before diving into other terms.

What documents make up the TOS?

We refer to the Terms of Service as the "TOS".

This page lays out the core of our TOS, but we also have other contractual documents that you can think of as additional terms for specific topics. Legally speaking, these other documents are incorporated by reference as if they were written here and form part of the overall TOS. Therefore, you should also review these other documents, which can be found at the links below:

Whom does this TOS apply to?

When we refer to "Codesphere" or we use pronouns like "we", "us" or "our", we are referring to Codesphere Inc. as well as its parents, affiliates and subsidiaries.

When we refer to the "User", we are talking about you, and we will also use words like "you" and "your" to refer to you. Who "you" are can get more complicated if you are using our services on behalf of a company, organization, or other entity. In that case, you are representing to us that you have the authority to bind your company, organization, other entity to this TOS and that you agree to be legally bound by this TOS on behalf of such entity (and "User", "you", and "your" then refer to such entity). If you aren't sure what this means or whether you are authorized to bind your company, organization, or entity to this contract, you should ask others in your organization to get clarification about authority.

What is the TOS?

This TOS is a binding contract between you and Codesphere, and covers all of the offerings, websites, products, services, features, content, applications and other things we offer to users like you.

We will periodically differentiate between our websites such as codesphere.com (which we will refer to collectively as the "Websites") and all of our other services, such as our cloud infrastructure and other paid services (which we will refer to collectively as the "Services").

As you will see later in the TOS, Section 3 (Website Terms) is specific to your use of the Websites and Section 4 (Service Terms) is specific to your use of the Services.

When does this TOS apply to me?

Now that we have some common language, we want to ensure you understand when and how the TOS applies.

First and foremost, you must understand that this is a binding legal contract that is required to use our Websites and Services. As such, you may only use our Websites and Services if you agree that you have read, understood, and consented to be bound by this TOS.

If you sign up for Services or create an account through our Websites, this TOS takes effect when you click "I accept" or other functionality indicating your acceptance of its terms. If you purchase Services through a separate written contract, this TOS is incorporated into that contract, whether it is called out or not. Regardless of these other methods, when you access or use our Websites and Services, this TOS applies and is legally binding on you and to your access and use. These are common examples, and this paragraph does not necessarily include all the other ways you can become bound to this TOS.

What happens with disputes under this TOS?

One requirement of our TOS is that you must agree to resolve disputes arising under this TOS through binding arbitration directly between you and Codesphere. In arbitration, a neutral arbitrator or panel of arbitrators will hear the arguments of both sides and decide on disputes in an expedient and cost-effective manner. You will still be able to pursue cases in court when those cases are for small claims, but all other claims will be subject to arbitration.

You should understand that this means neither you nor Codesphere will have the opportunity to resolve some disputes in court before a judge or jury. You will be unable to pursue claims in a conventional trial and will not be able to participate in a court-based class action or similar proceeding.

Terms & Conditions of the TOS

1. Eligibility & Registration

1.1 Before you use our Websites and Services, you must ensure that such use is in compliance with all laws, rules and regulations applicable to you. Your right to access the Websites and Services is revoked to the extent your use thereof is prohibited or to the extent our provision thereof conflicts with any applicable law, rule or regulation. You are responsible for making these determinations before using the Websites and Services. 1.2 The Websites and Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Websites and Services, you represent and warrant to us that: (a) you are 18 years of age or older; or (b) you otherwise have sufficient legal consent, permission and capacity to use the Websites and Services in applicable jurisdiction(s) as determined by you. 1.3 To access the Services and some features of the Websites, you must register for an account ("Account"). When you register for your Account, you may be required to provide us with some information about yourself, such as your name, email address, and a valid form of payment, and you may also provide optional information about yourself on a voluntary basis. Account information, and our use and disclosure thereof, is subject to the Privacy Policy and Data Processing Agreement. 1.4 We may, in our sole discretion, refuse to provide or continue providing the Websites and Services to any person or entity and change eligibility criteria at any time, including if you fail to comply with the TOS. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any Accounts or access to the Websites and Services at any time at our sole discretion.

2. Codesphere's Proprietary Rights

2.1 As between you and Codesphere, the Websites and Services are owned and/or provided by Codesphere. The names, logos, trademarks, trade dress, arrangements, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Websites and Services ("Materials") that we provide are protected by intellectual property and other laws. All Materials included in the Websites and Services are the property of Codesphere or its third party licensors. You may only use the Websites and Services as expressly authorized by us and as set forth in this TOS. You shall abide by and maintain all intellectual property notices, information, and restrictions contained in the Websites and Services. We reserve all rights to the Websites and Services not granted expressly in this TOS. 2.2 If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Websites and Services ("Feedback") then you hereby grant to us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Websites and Services and create other products and services. 2.3 You grant us permission to include your name, logos, and trademarks in our promotional and marketing materials and communications. 2.4 Some of the Materials provided by Codesphere are licensed under one or more open source, Creative Commons, or similar licenses (collectively, "Open Source Licenses"). Nothing in this TOS prevents, restricts, or is intended to prevent or restrict you from obtaining such materials under the applicable Open Source Licenses or to limit your use of such materials under those Open Source Licenses. 2.5 Subject to your complete and ongoing compliance with this TOS and our rights therein, Codesphere grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Websites and/or Services as described in and subject to this TOS.

3. Codesphere Community & User Content

3.1 Certain features of the Websites permit you to submit or upload content, including messages, reviews, media, images, folders, data, text, and other types of works (your "User Content") and to publish your User Content on our Websites. 3.2 By providing your User Content to or via the Websites, you grant Codesphere a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels. 3.3 By providing your User Content via the Websites, you grant to our other users a non-exclusive license to access and use your User Content as permitted by this TOS and the functionality of the Websites. 3.4 You are solely responsible for your User Content, and you agree Codesphere is not and will not be in any way liable for your User Content. By providing your User Content via the Websites, you affirm, represent, and warrant that:
  • you are the creator and owner of your User Content, or have the necessary licenses, rights, consents, and permissions to authorize Codesphere and users of the Websites to use and distribute your User Content as necessary to exercise the licenses granted by you in this TOS or otherwise required of you under this TOS;
  • your User Content, and use of your User Content as contemplated by this TOS, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade a right of privacy, publicity or other property right of any other person; or (iii) cause us to violate any law or regulation; and
  • you will indemnify us for any third party claims arising from your User Content.
3.5 We are under no obligation to edit or control your User Content or the User Content of others, and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any of your User Content at our discretion. 3.6 By submitting or uploading your User Content, you also agree to abide by the terms of any Open Source Licenses that may apply to your User Content.

4. Services Content

4.1 Our Services allow you to provide us with source code, files, software, processes, interfaces, data, text, settings, media, or other information for storage, hosting, or processing by the Services (your "Services Content"). Services Content includes Listing Information and Vendor Offerings. 4.2 Subject to this TOS, by providing your Services Content to or via the Services, you grant Codesphere a license to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Services Content solely for the purpose of providing the Services to you. 4.3 As between you and Codesphere, you retain any copyright and other ownership rights that you may hold in your Services Content. 4.4 Some of our Services allow third parties to access, use, or contribute to your Services Content, including via resale, your own products and services, or public-facing websites, applications, interfaces, and other manifestations of your Services Content. Such other users are collectively defined as your "End Users" for purposes of this TOS. For clarity, "End Users" in this context includes all such other users, regardless of whether they are intermediary parties, End Users of other End Users, or the like. You are responsible for your End Users' compliance with this TOS. 4.5 You are solely responsible for your Services Content, End Users and any activity by your End Users, and you agree Codesphere is not and will not be in any way liable for your Services Content, End Users and/or activity by your End Users. By providing your Services Content via the Services, you affirm, represent, and warrant that:
  • Your Services Content, and your or your End Users' use of your Services Content, will not violate this TOS (including the AUP) or any applicable law, regulation, rule, or third party rights;
  • You are solely responsible for the development, moderation, operation, maintenance, support and use of your Services Content, including when your Services Content is contributed by your End Users;
  • Your Services Content, and your or your End Users' use of your Services Content, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade a right of privacy, publicity or other property rights of any other person; or (iii) cause us to violate any law, regulation, rule, or rights of third parties; and
  • Except for the specific Services provided to you under this TOS or other express contract, you are solely responsible for the technical operation of your Services Content, including on behalf of your End Users.
4.6 You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of your Services Content, which may include the use of encryption technology to protect your Services Content from unauthorized access and routine archiving your Services Content. Codesphere does not promise to retain any preservations or backups of your Services Content. You are solely responsible for the integrity, preservation and backup of your Services Content, regardless of whether your use of Services includes a Codesphere backup feature or functionality, and to the fullest extent permitted by law, Codesphere shall have no liability for any data loss, unavailability, or other consequences related to the foregoing. 4.7 When purchasing Services, you may specify the geographic region and jurisdiction in which your Services Content will be stored. You consent to the storage of your Services Content in, and transfer of your Services Content into, the geographic region and jurisdiction you select. Unless otherwise agreed in writing between you and Codesphere, you agree that Codesphere may transfer and store your Services Content in other geographic regions or jurisdictions at its sole discretion. You represent and warrant that such storage and transfer are adequately consented to by you and permissible pursuant to applicable laws, regulations, rules, and third party rights.

5. Rules of Conduct

5.1 You must use the Websites and Services in accordance with our AUP, which is incorporated by reference. Accordingly, any use of the Websites and Services in violation of the AUP shall constitute a breach of this TOS. 5.2 You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees, any third party (including your contractors or agents), your End Users, your licensees, or your customers. 5.3 You are responsible for notifying your employees, agents, and others related to your use of the Websites and Services of the provisions of this TOS, including where the terms of the TOS are binding on them. 5.4 You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Websites or Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Websites or Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations. To the extent any portions of the Websites or Services are subject to Open Source Licenses, such Open Source Licenses apply regardless of this section. 5.5 We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) respond to any applicable law, regulation, legal process or governmental request; (ii) enforce this TOS, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public. 5.6 The Services are subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control ("OFAC"). By accessing the Services, you agree to comply with these laws and regulations. Specifically, you represent and warrant that you are not (a) located in any country that is subject to OFAC's trade and economic sanctions; or (b) an individual or entity included on any U.S. lists of prohibited parties including: the Treasury Department's List of Specially Designated Nationals List ("SDN List") and Sectoral Sanctions List ("SSI List"). Additionally, you agree not to – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any service received from Codesphere in contradiction with these laws and regulations. Failure to comply with these laws and regulations may result in the suspension or termination of your Account. 5.7 You agree to comply with all applicable export and import control laws and regulations in your use of the Services, and, in particular, you will not utilize the Services to export or re-export data or software without all required United States and foreign government licenses. You assume full legal responsibility for any access and use of the Services from outside the United States, with full understanding that such access or use may constitute export of technology and technical data that may implicate export regulations and/or require export license. 5.8 You shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information. You are solely responsible for any unauthorized access to your Account, and must notify Codesphere immediately of any such unauthorized access upon becoming aware of it. 5.9 You shall notify Codesphere if and when you learn of any security incidents or breaches affecting the Websites or Services, including unauthorized access to your Account or Account credentials, and shall aid in any investigation or legal action that is taken by authorities and/or Codesphere to investigate and cure the security incident or breach to the extent caused by your Account or your use of the Websites and Services. Our Data Processing Agreement includes more information about security incidents as they pertain to certain personal data.

6. Payments and Billing

6.1 We use third-party payment processors (the "Payment Processors") to bill you through the payment account(s) linked to your Account (your "Billing Information"). The processing of payments may be subject to the terms, conditions and policies of the Payment Processors in addition to this TOS. We are not responsible for acts or omissions of the Payment Processors. You agree to pay us, through the Payment Processors or as otherwise agreed to by Codesphere, all sums for Services you select or use at applicable prices in accordance with our pricing and billing policies and you hereby authorize us and applicable Payment Processors to charge all such sums (including all applicable taxes) to the payment method(s) specified in or linked to your Account (your "Payment Method"). 6.2 You must provide current, complete and accurate information for your Account and Billing Information, and must promptly update all such information in the event of changes (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify us or our Payment Processors if your payment method is canceled (e.g., for loss or theft) or otherwise inoperable. Changes to such information can be made in your account settings. 6.3 By entering into this TOS and using the Services, you agree to be billed on a recurring basis and to be automatically charged by us or our Payment Processors using your Payment Methods upon invoicing. If your Payment Method or payment of fees is subject to other terms and conditions, as set forth in order forms, invoices or otherwise, then those other terms and conditions apply in addition to this TOS. You may also be billed an amount up to your current balance at any time to verify the accuracy of your account information. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any Accounts or access to the Websites and Services at any time at our sole discretion, including for nonpayment, late payment, or failure to charge your Payment Methods upon invoicing. 6.4 You are responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest and back-payments relating to your purchase of the Services, including but not limited to national, state or local sales taxes, use taxes, value-added taxes (VAT) and goods and services taxes (GST) (collectively, "Taxes"). Unless otherwise stated, our pricing policies do not include and are not discounted or enhanced for any such Taxes. If we become obligated to collect or pay Taxes in connection with your purchase of the Services, those Taxes will be invoiced to you as part of a billing process or collected at the time of purchase. In certain states, countries and territories, we may determine if your purchase of Services is subject to certain Taxes, and if so, may collect such Taxes and remit them to the appropriate taxing authority. If you believe that a given Tax does not apply or that some amount must be withheld from payments to us, you must promptly provide us with a tax certificate, withholding receipt, tax identifier (e.g., VAT ID) or other adequate proof, provided such information is valid and sufficiently authorized by all appropriate taxing authorities. You must also provide us with any tax identification information that is necessary for us to comply with our tax obligations, as we determine from time to time. You will be solely responsible for any misrepresentations made or non-compliance caused by you regarding Taxes, whether with respect to us or other parties, including any penalties, fines, audits, interest, back-payments or further taxes associated with such misrepresentations or non-compliance. 6.5 We may offer Service credits from time to time, and any provision of such credits is governed by the disclosures, terms and policies concerning the credits. You acknowledge and agree that all credits, whether previously offered or otherwise, are revocable or subject to early expiration at any time and for any reason or no reason by us, including for abuse, misrepresentation of Account information, unauthorized transfer, or illegal conduct by you.

7. Third Party Services

The Websites and Services may include links to third party websites, services or other resources on the Internet, and third party websites, services or other resources may include links to our Websites and Services as well. Our service providers are subject to contract terms designed to ensure that these service providers process personal data only for the purposes of providing services to Codesphere and in accordance with our commitments to Business Users and applicable data protection laws. When you access third party resources on the Internet, you do so at your own risk. These third party resources are not under our control, and, to the fullest extent permitted by law, we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such resources. The inclusion of any such link does not imply our endorsement or any association between us and any third party. To the fullest extent permitted by law, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party resource. We also permit certain Vendors to make available Vendor Offerings available on the Codesphere Marketplace. Use of any Vendor Offerings may require you to agree to certain terms and conditions directly with the Vendor, and Codesphere may not be a party to such agreement. It is your responsibility to protect your system from risks such as viruses, worms, Trojan horses and other security risks that may be presented by the third party resources or Vendor Offerings described in this section.

List of Third Party Services

System name Nature of Data Data subject Where is the data stored?
File Storage of Workspace CEPH hosted on Equinix Storage servers Customers Germany - Frankfurt Equinix FRA-FR2
Master Data Azure SQL Customers, IDE Users Germany - Frankfurt, Azure - Germany West Central
Payment Data Stripe Customers Possibly any country where Stripe does business
User Tracking Data Azure SQL Website Users, IDE Users Germany - Frankfurt, Azure - Germany West Central
User Session Recordings PostHog Website Users, IDE Users Google Cloud Platform's data centers in the USA and the EU
Server Logs Loki (backed by CEPH), Kubernetes Codesphere Servers Germany - Frankfurt Equinix FRA-FR2
Realtime Collaboration Data Firebase IDE Users USA
E-Mail (Transactional) SendGrid Customers SendGrid's US-based data centers (Herndon, VA; Las Vegas, NV; Chicago, IL)
Managed Services DigitalOcean Customers DigitalOcean datacenter location selected by user on service creation.
Scheduling and Appointment Data Calendly Customers Data centers primarily in the United States
E-Mail (Marketing) SendGrid Customers SendGrid’s US-based data centers (Herndon, VA; Las Vegas, NV; Chicago, IL)