Terms & Conditions

Effective Date January 14, 2019

Welcome to Codacity!

These Terms of Service (the “Terms”) wholly cover the use of and access to our website (https://www.codacity.com), any subdomain thereof, and any products and services (collective, the “Services”) that we may provide to You, the User. The Services are provided by Codacity LLC, (“Codacity”), currently located at 81 Prospect Street (c/o WeWork), Brooklyn, New York 11201, United States.

By using or accessing the Services, You are agreeing to these Terms (collectively, this “Agreement”), so please read them very carefully.

If You the “User” are using or accessing the Services for an organization, You’re agreeing to these Terms on behalf of that organization, and You represent and warrant that You can do so. If You do not agree to all the Terms, You may not use or access the Services.

  1. Definitions
    1. “User” refers to any person acting on their own behalf or on behalf of an organization who uses the Services
    2. “Your Products” refers to any website, application, routine, automation script, integration or other digital or technical service or product, regardless of whether it was wholly created or in part modified by Codacity for User according to User’s specifications.
  1. Your Content
    1. Users of the Services must create an account in order to request or purchase the Services. Each User is responsible for maintaining a secure password in order to access User’s account and safeguarding account access. User is fully responsible for any requests or purchases made under their account.
    2. Users of the Services may provide us with content, including but not limited to text, photos, images, audio, video, code, processes, documents and any other materials (the “User Content”). Your User Content remains Yours, except for the limited rights that allow us to provide, improve, promote and protect the Services as described in these Terms.
    3. When You provide User Content as part of the Services, You grant Codacity (including any third party providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of, communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights You may have under applicable data protection laws.
    4. We may choose to feature examples of the Services we have provided to You that may contain Your User Content, which may include names, trademarks, service marks or logos. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version or portion of the Services provided to You, including but not limited to names, trademarks, service marks or logos, for the limited purpose of Codacity marketing and promotional activities. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that You may have in or to Your User Content or names, trademarks, service marks or logos and any right of inspection or approval of any such use. You can opt out of being featured by emailing [email protected]. This Section does not affect any rights You may have under applicable data protection laws.
  1. Your Responsibilities
    1. You represent and warrant that You own all rights to Your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license Your User Content via the Services and in the manner required by this Agreement. If we use Your User Content in the ways described in this Agreement, You represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others’ intellectual property, trade secret or other rights. Please don’t copy, upload, download or share content unless You have the right to do so.
    2. You represent and warrant that Your use of the Services is not contrary to law, including but not limited to applicable export or import controls and regulations and sanctions.
    3. Your Products may have their own visitors, customers and users (“End Users”). You understand and agree that Your Products and Your End Users are Your responsibility, and You’re solely responsible for compliance with any laws or regulations related to Your Products and/or Your End Users. We’re not liable for, and won’t provide You with any legal advice regarding, Your Products or Your End Users. This does not limit or affect any liability we may have to You separately for any breach of the other provisions of this Agreement.
  1. Third Party Services, Sites, User Content
    1. The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make available to You their content and products. These Third Party Services may have their own terms and policies, and Your use of them will be governed by those terms and policies. We don’t control Third Party Services, and we’re not liable for Third Party Services or for any transaction You may enter into with them, or for what they do. Your security when using Third Party Services is Your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to You, suspend, disable access to or remove any Third Party Services. We’re not liable to You for any such suspension, disabling or removal, including but not limited to any loss of profits, revenue, data, goodwill or other intangible losses You may experience as a result (except where prohibited by applicable law).
    2. The Services may contain links to third party sites. When You access third party sites, You do so at Your own risk. We don’t control and aren’t liable for those sites and what those third parties do.
    3. The Services or Your Products created using the Services may contain User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of You or third parties; (d) that is harmful to Your or others’ computers or networks; (e) that is unlawful or illegal; or (f) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. By operating the Services, we don’t represent or imply that we endorse Your or other users’ User Content, or that we believe such User Content to be accurate, useful, lawful or non-harmful. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by You or other users. You’re responsible for taking precautions to protect Yourself, and Your computer or network, from User Content accessed via the Services.
  1. Our Intellectual Property
    1. The Services are protected by copyright, trademark and other US and foreign laws. This Agreement doesn’t grant You any right, title or interest in the Services, others’ User Content, our trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. You agree not to change, translate or otherwise create derivative works of the Services or others’ User Content.
    2. You may request from time to time special customizations to Services, or provide feedback, requests, ideas or suggestions (“Feedback”) to us. In doing so, You agree that we may use Your Feedback without any restriction or obligation to You, even after this Agreement is terminated. This Section does not limit or affect any rights You may have under applicable data protection laws.
    3. We may provide templates or other products featuring demo content, including without limitation text, photos, images, graphics, audio and video (“Demo Content”), to provide You with ideas or inspiration. Unless we tell You otherwise, Demo Content (or any portion of it) may not remain on Your Site or be distributed, publicly displayed, publicly performed or otherwise published.
    4. We may release products and features that we’re still testing and evaluating. Those Services will be marked as beta, preview or early access (or a similar phrasing), and may not be as reliable as our other Services.
  1. Our Rights
    1. We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to You (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable Your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to Your Account or parts, some or all of the Services; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where You live, we may revoke Your right to use the Services in that jurisdiction).
    2. Sometimes, ownership of an Account or Services is disputed between parties. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to You, to determine rightful Account or Services ownership and to transfer an Account or Services to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or Services until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.
  1. Privacy
    1. Our Privacy Policy explains how we collect, use and share Your personal information for our own purposes. Be sure to read it carefully, but note it is not part of this Agreement and can change. It is really important that You comply with data protection laws when using the services, such as when You collect others’ personal information or use cookies or similar technologies (including those we include for You at Your request, such as for web analytics).
    2. By using the Services, You confirm that You have read and understood our Privacy Policy. However, it is not a contractual document and does not form part of this Agreement and we may change it from time to time.  
  1. Paid Services and Fees
    1. You can access certain portions of the Services by submitting a fee payment (“Paid Services”). We’ll tell You about fees for Paid Services before charging You. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell You about those fees before charging You. Our fees will appear on an invoice that we provide via the Services, unless otherwise indicated. Please note that different Paid Services have different fees, and canceling one Paid Service may not cancel all Your Paid Services.
    2. To access Paid Services, User will make a request in writing to us via the Services or select a set of services and submit a request based on them. Codacity will review and prepare, or revise, a set of one or more solutions suited to User specifications. User will be presented with the opportunity to review the proposed Paid Services and the price for Paid Services. User may choose to approve or reject with or without feedback, at which point Codacity will attempt to revise according to feedback, or discontinue the request from further action. If User approves, User will agree to make payment for each line item of Paid Services stated and provide us with any stated prerequisites needed from User prior to Codacity commencing delivery of Paid Services.
    3. AFTER CODACITY INFORMS USER OF THE COMPLETION OF EACH LINE ITEM OF PAID SERVICES ASSOCIATED WITH A GIVEN REQUEST, USER WILL HAVE SEVEN (7) WEEKDAYS TO REVIEW TO ENSURE SATISFACTORY EXECUTION STRICTLY ACCORDING TO THE TERMS SPECIFIED FOR EACH LINE ITEM. IF USER INDICATES THAT CORRECTION MUST BE MADE ACCORDING TO THE TERMS OF A LINE ITEM OF PAID SERVICES, THEN CODACITY WILL INVESTIGATE AND CORRECT ACCORDINGLY AS SOON AS POSSIBLE. IF USER DOES NOT SUBMIT ANY CORRECTIONS WITHIN SEVEN (7) WEEKDAYS VIA THE SERVICES, THE PAID SERVICES WILL AUTOMATICALLY BE MARKED AS SATISFACTORILY COMPLETED AND ANY CORRECTIONS SUBMITTED AFTER THIS TIME WILL BE MADE AT ADDITIONAL COST TO USER.
    4. AFTER YOU APPROVE OUR PROPOSED LIST OF PAID SERVICES FOR A GIVEN REQUEST AND HAVE PAID FOR ONE OR MORE OF THE LISTED SERVICES, YOU WILL NOT BE ISSUED A REFUND EXCEPT AT OUR SOLE DISCRETION, OR IF LEGALLY REQUIRED.
    5. We may change our fees at any time. We’ll provide You with advance notice of these fee changes via the Services. New fees will not apply retroactively. If You don’t agree with the fee changes, You have the right to reject the change by canceling the applicable Paid Service before Your next payment date.
    6. If You contact Your bank or credit card Codacity to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate Your Account. If You have questions about a payment made to us, we encourage You to contact Customer Care before filing a Chargeback. We reserve our right to dispute any Chargeback.
    7. We use a third party payment processor (the “Payment Processor”) to bill You through a payment account linked to Your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Our current Payment Processors are Stripe and PayPal, and Your payments are processed by Stripe or PayPal in accordance with Stripe and PayPal’s terms of service and privacy policy. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method You provide with Your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.
    8. Third Party Services purchased via the Services may be subject to different refund policies that those Third Party Services determine, and they may be non-refundable. The purchase terms and conditions for such Third Party Services may be displayed during the purchase process, such as through a link to the purchase terms and conditions. It’s Your responsibility to verify Your ability to purchase, cancel or obtain a refund for a Third Party Service. Unless otherwise stated in this Agreement, we don’t offer refunds for purchases of Third Party Services.
  1. Warranty Disclaimers
    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CODACITY MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. CODACITY ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CODACITY, SHALL CREATE ANY WARRANTY. CODACITY MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES WILL: (A) BE TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. HOWEVER, CODACITY WILL PROVIDE THE SERVICES WITH REASONABLE CARE.
    2. UNDER CERTAIN CIRCUMSTANCES, SOME JURISDICTIONS DON’T PERMIT THE DISCLAIMERS IN SECTION 11.1, SO THEY MAY NOT APPLY TO YOU. HOWEVER, THE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS AND NOTHING IN THIS AGREEMENT AFFECTS YOUR STATUTORY RIGHTS OR RIGHTS UNDER MANDATORY LAWS. THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
    3. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES.
  1. Limitation of Liability
    1. YOU ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CODACITY AND ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR OTHER INTANGIBLE LOSSES; (C) ANY DAMAGES RELATED TO YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE PARTS, SOME OR ALL OF YOUR ACCOUNT, YOUR PRODUCTS OR PARTS OR ALL OF THE SERVICES, INCLUDING WITHOUT LIMITATION INTERRUPTION OF USE OR CESSATION OR MODIFICATION OF ANY ASPECT OF THE SERVICES; (D) ANY DAMAGES RELATED TO UNAVAILABILITY, DEGRADATION, LOSS, CORRUPTION, THEFT, UNAUTHORIZED ACCESS OR, UNAUTHORIZED ALTERATION OF, ANY CONTENT, INFORMATION OR DATA, INCLUDING WITHOUT LIMITATION USER CONTENT AND YOUR DATA; (E) ANY USER CONTENT OR OTHER CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY USING THE SERVICES, INCLUDING WITHOUT LIMITATION DEFAMATORY, OFFENSIVE OR UNLAWFUL CONDUCT OR CONTENT; OR (F) ANY THIRD PARTY SERVICES OR THIRD PARTY SITES ACCESSED VIA THE SERVICES. THESE LIMITATIONS APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CODACITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
    2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CODACITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES AND THESE TERMS EXCEED THE COST OF THE SPECIFIC SERVICE(S) PROVIDED TO YOU THAT ARE DIRECTLY RESPONSIBLE FOR ALLEGED LIABILITY.
  1. Indemnification
    1. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS CODACITY AND ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL DAMAGES, LOSSES, LIABILITIES, COSTS, CLAIMS, DEMANDS, FINES, AWARDS AND EXPENSES OF ANY KIND (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF OR RELATED TO: (A) YOUR BREACH OF THIS AGREEMENT; (B) YOUR USER CONTENT AND YOUR PRODUCTS; (C) ANY CLAIMS BY, ON BEHALF OF OR AGAINST YOUR END USERS; (D) YOUR VIOLATION OF ANY LAW OR REGULATION OR THE RIGHTS OR GOOD NAME OF ANY THIRD PARTY; AND (E) ANY CLAIMS FROM TAX AUTHORITIES IN ANY COUNTRY IN RELATION TO YOUR PRODUCTS’ OPERATIONS, INCLUDING WITHOUT LIMITATION YOUR SALES TO INDIVIDUAL CONSUMERS (INCLUDING DISTANCE SALES) AND OTHER OPERATIONS FOR WHICH CODACITY MAY BE HELD JOINTLY AND SEVERALLY LIABLE. YOUR INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION SHALL NOT APPLY TO THE EXTENT DIRECTLY CAUSED BY OUR BREACH OF THIS AGREEMENT.
  1. Dispute Resolution
    1. If a dispute arises that cannot be resolved satisfactorily between both parties, the parties will try in good faith to settle it through mediation conducted by the American Arbitration Association OR a mediator to be mutually selected.
    2. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, either party may take the matter to court.
    3. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations aren’t allowed.
  1. Additional Terms
    1. Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later.
    2. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
    3. You may not delegate, transfer or assign this Agreement or any of Your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect.
    4. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.
    5. We may modify this Agreement from time to time, and will always post the most current version on our site. If a modification meaningfully reduces Your rights, we’ll notify You (by, for example, sending You an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will never apply retroactively. By continuing to use or access the Services after any modifications come into effect, You agree to be bound by the modified Agreement and price changes. If You disagree with our changes, then You should stop using the Services and cancel all Paid Services.
    6. We are not in breach of this Agreement or liable to You if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.
    7. User agrees not to knowingly hire or solicit Codacity’s employees during performance of this Agreement and for a period of one (1) year after termination of this Agreement without Codacity’s written consent.
    8. This Agreement will be governed by the laws of the State of New York.
    9. All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows:
      1. When delivered personally to the recipient’s address as appearing in the either the User’s account information or Codacity’s address listed in this Agreement;
      2. Three days after being deposited in the United States mails, postage prepaid to the recipient’s address as appearing in the introductory paragraph to this Agreement; or
      3. When sent by fax or electronic mail. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt.
  1. Confidentiality
    1. During the term of this Agreement and for one (1) year afterward, Codacity will use reasonable care to prevent the unauthorized use or dissemination of User’s confidential information. Reasonable care means at least the same degree of care Codacity uses to protect its own confidential information from unauthorized disclosure.
    2. Confidential information is limited to information clearly marked as confidential, or disclosed orally that is treated as confidential when disclosed and summarized and identified as confidential in a writing delivered to Codacity within 15 days of disclosure.
    3. Confidential information does not include information that:
      1. Codacity knew before User disclosed it;
      2. is or becomes public knowledge through no fault of Codacity;
      3. Codacity obtains from sources other than User who owe no duty of confidentiality to User; or
      4. Codacity develops independently.
  1. Codacity as Independent Contractor
    1. Codacity is an independent contractor, and neither Codacity nor Codacity’s staff is, or shall be deemed, User’s employees. In its capacity as an independent contractor, Codacity agrees and represents, and User agrees, as follows:
    2. Codacity has the right to perform services for others during the term of this Agreement subject to non-competition provisions set out in this Agreement, if any.
    3. Codacity has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.
    4. Codacity has the right to perform the services required by this Agreement at any place or location and at such times as Codacity may determine.
    5. Codacity will furnish all equipment and materials used to provide the services required by this Agreement.
    6. The Services required by this Agreement shall be performed by Codacity, or Codacity’s staff, and User shall not be required to hire, supervise, or pay any assistants to help Codacity.
    7. Codacity is responsible for paying all ordinary and necessary expenses of its staff.
    8. Neither Codacity nor Codacity’s staff shall receive any training from User in the professional skills necessary to perform the services required by this Agreement.
    9. Neither Codacity nor Codacity’s staff shall be required to devote themselves full-time to the performance of the Services required by this Agreement.
    10. User shall not provide insurance coverage of any kind for Codacity or Codacity’s staff.
    11. User shall not withhold from Codacity’s compensation any amount that would normally be withheld from an employee’s pay.
  1. Entire Agreement
    1. This Agreement constitutes the entire agreement between You and Codacity regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement, unless otherwise explicitly agreed to in writing between You and Codacity that are incorporated by reference into this Agreement. You agree that You have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when You use other services, including Third Party Services. This Agreement creates no third party beneficiary rights.
  1. Term & Termination
    1. This Agreement commences on the date it is executed when User agrees to it as part of providing Services based on User’s request and shall continue until full performance by both parties, or until earlier terminated by one party under the terms of this Agreement.
    2. Each party shall have the right to terminate this Agreement by written notice to the other if a party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after written notice of such breach is sent to the other party.
    3. If Codacity terminates this Agreement because of User’s default, all of the following shall apply:
      1. User shall immediately cease use of the Codacity Content;
      2. User shall, within 10 days of such termination, deliver to Codacity all copies and portions of the Codacity Content and related materials and documentation in its possession furnished by Codacity under this Agreement;
      3. All amounts payable or accrued to Codacity under this Agreement shall become immediately due and payable; and
      4. All rights and licenses granted to User under this Agreement shall immediately terminate.
Jonathan J. JudgeTerms & Conditions