Effective: July, 2024

Welcome to CodeHost, an Online Software Marketplace that lists and promotes to Buyers the Digital Services and Products developed by Suppliers, in exchange for a commission. The Digital Services and Products will be accessible to Buyers globally, with the exception of those in blacklisted countries (please click here to check the countries list where the Online Software Marketplace will be available insert link).

1. DEFINITIONS

For a glossary of definitions used in these Terms of Service, please click here.

2. GENERAL INFORMATION

Terms of Service

These Terms of Service (“Terms of Service”) are entered into and agreed to by CodeHost Inc, a company registered and organized under the laws of Delaware, having its headquarters at 1201 Orange Street, Suite 600, Wilmington, New Castle County, Delaware 19801 (referred to as “CodeHost”, “we” and “us”) and its Users (“you” or “your”).

These Terms of Service describe the terms and conditions applicable to your access and use of the Online Software Marketplace.

Access and use of the Online Software Marketplace is subject to these Terms of Service and any other rules or policies that are published on the Website that apply to specific services you benefit of, including but not limited to: the Privacy and Cookie Policy. These are legally binding agreements governing the relationship between CodeHost and any User or visitor of the Website.

Please, read these Terms of Service carefully before using the Website and contact us at [email protected] if you have any questions, requests for information, or complaints. By accessing the Website, you are agreeing to the terms and conditions described in these Terms of Service, including the policies referenced in these Terms of Service. If you do not accept these Terms of Service, please, do not use the Website, do not click “Sign up as a Supplier/Buyer” (or similar) and/or do not otherwise use the services provided by CodeHost.

You agree that by creating an Account, you are agreeing to enter into a legally binding contract with CodeHost and indicate your unconditional acceptance of these Terms of Service. The Terms of Service are available for you to store and reproduce for individual use.

As a User or a visitor of our Services, the collection, use and sharing of your personal data is subject to the Privacy and Cookie Policy, as these may be subsequently updated. For more information about when, where, and why we collect personal data, how we use it, the conditions under which we may disclose it to others, and your rights in respect of your personal data, please refer to our Privacy Policy.

USE BY CHILDREN

We do not offer our Services for use by children and, therefore, we do not knowingly collect personal information from, and/or about children under the age of eighteen (18). If you are under 18, you may not use the Online Software Marketplace, or provide any information to the Online Software Marketplace without the involvement of a parent or a guardian. If we become aware that you provide personal information in violation of applicable laws, we reserve the right to delete it. If you believe that we might have any such information, please contact us at [email protected]

Amendments to these Terms of Service

CodeHost is entitled to amend these Terms of Service at any time. Any changes to these Terms and Services shall become effective on the date indicated by CodeHost and shall be made available by publishing it on the Website and sending a notification to the e-mail address assigned to the Account of the User.

Upon first logging into your Account, after a change of the Terms of Service occurs, you will be notified of the changes made to the Terms of Service once you access the Website and you will be required to accept the amended Terms.

If the changes to the Terms of Service are not accepted, you may terminate the contractual relationship with us, by ceasing using the Online Software Marketplace or by giving notice to us of your intention to terminate the Terms of Service at [email protected]. In such latter case, termination will occur within 15 days after the User is notified of the changes to the Terms of Service.

By continuing to use the Services following amendment of these Terms of Service, you consent to be bound by the Terms of Service as amended.

3. OUR SERVICES

CodeHost Services

You may be accessing and using the CodeHost Website as (i) a Supplier, (ii) a Buyer, or (iii) a visitor simply reviewing the content that is publicly available on the Website.

Our platform:

• allows Suppliers to list, upload (in some cases), sell or rent their Digital Services and Products to Buyers who are looking to buy or rent software for their needs. CodeHost will promote the Digital Services and Products to Buyers and charge a commission if a deal is closed in accordance with the Payment section below;
• creates an environment for Buyers around the world that are looking to buy or rent software for their needs.

All licensing terms described in the "Listing and Selling Process" chapter below will be agreed upon directly between the Supplier and the Buyer through a separate contract. CodeHost serves solely as the platform where Buyers and Suppliers can meet, negotiate terms, agree on pricing, and arrange for services and warranties. For facilitating these interactions, CodeHost charges the fees described under the section Payment below. CodeHost is not a party to the contracts between Buyers and Suppliers and holds no responsibility or liability for any agreements, including licensing, terms, services, or warranties agreed upon between the Buyer and the Supplier.

The Digital Services and Products that will be listed on the Online Software Marketplace are: i. Source Code ii. SaaS iii. White Label Software iv. Software Technicians.

On the Online Software Marketplace, Suppliers have two ways to list their Digital Services & Products: i. Free Listing: Suppliers can list their Digital Services & Products at no cost. CodeHost will provide the basic service of listing the products without any additional marketing activities. ii. Paid Listing: Suppliers can opt to pay a Listing Fee to list their products. With this option, CodeHost will prioritize the listing and perform a series of marketing activities to ensure a wider reach to Buyers. In this case, any transaction between the Buyer and Supplier, including the billing process will be performed directly on the Supplier’s website. Suppliers must choose their preferred listing option during the product submission process. CodeHost is committed to delivering the respective services associated with each listing type, but it does not guarantee any specific outcomes regarding product visibility or sales. Regional market restriction: By default, CodeHost lists the Digital Services & Products for a global audience (mentioned above). Suppliers can restrict their product availability in certain countries by deselecting the respective countries within the listing process. Coop Advertising CodeHost, in collaboration with selected Suppliers, will engage in marketing activities outside of the CodeHost platform. These activities may include, but are not limited to, online marketing campaigns such as Google Ads, social media promotions, and other digital marketing strategies. The costs associated with these marketing campaigns will be shared between CodeHost and the participating Suppliers. The specific terms of cost-sharing, including the proportion of expenses covered by each party, will be agreed upon in advance and documented in a separate agreement between CodeHost and the participating Suppliers. By participating in these collaborative marketing efforts, Suppliers agree to comply with the agreed-upon terms and to contribute their share of the marketing expenses as outlined in the separate agreement.

4. USE OF THE ONLINE SOFTWARE MARKETPLACE Eligibility and entry requirements

CodeHost is designed as a B2B marketplace. Access to CodeHost is not open to Consumers, but only to legal persons or partnerships with legal capacity who, when concluding legal transactions via CodeHost, is acting in the exercise of their commercial or independent professional activity, including freelancers, authorities, public corporations, companies, sole proprietorships, non-profit organizations and educational institutions.

Natural persons acting as representatives of a business must be at least 18 years old and have the capacity to enter into legally binding contracts under applicable law. Use of website By accessing and using the CodeHost Website, you acknowledge that you are responsible for your actions. You represent and warrant, to the best of your knowledge: (i) That you have all necessary rights, power and authority to enter into these Terms of Service and to fulfill your contractual obligations hereunder; (ii) That any and all information you provide, including, without limitation, as part of any registration or application or to gain access to the Website, is true, accurate and not misleading and that you will not allow any other person or entity to use your Account; (iii) That the information you upload, post, e-mail, transmit, or otherwise make available to us or on our Website, including without limitation reviews, trademarks, logos, screenshots and videos is accurate and free of third-party encumbrances ; (iv) That you will not collect from our Website the personal information of other Users for the purpose of transmitting unsolicited commercial mass mailings, "spamming” or any other unlawful purpose; (v) That you will not access our Website by any means other than through interfaces expressly authorized by us and these Terms of Service. (vi) That you will not frame this website or any of the pages on this Website, or use any other framing technique to enclose any portion or aspect of the Website, or mirror or replicate any portion of the Website; (vii) That you will not use “deep linking” to any other pages in a manner that would incorrectly suggest endorsement or support of CodeHost or suggests you are the owner of any intellectual property belonging to CodeHost; (viii) That you will not use any technology (including spiders or crawlers) to search and gain any information from this Website. (ix) That you will not copy, reproduce, upload, post, display, republish, distribute, or transmit, any part of the content in any form whatsoever; (x) That you will not modify, translate into any language or computer language, or create derivative works from, any content or any part of this Website; (xi) That you will not reverse engineer any part of this Website; (xii) That you will not use the Website to make any false, fraudulent or speculative listings in anticipation of demand; (xiii) That you will not disguise the information transmitted through the website; (xiv) That you will not use or access the Website in any way that, in our reasonable judgment, adversely affects the performance or function of the Website or any other computer systems or networks used by CodeHost; (xv) That you will not upload or transmit to the Website or use any device, software or routine that contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that may damage, interfere or attempt to interfere with, intercept, the normal operation of our website, or appropriate the Website or any system, or take any action that imposes an unreasonable load on our computer equipment, or that infringes upon the rights of a third party; (xvi) That you will not use any device, software, or routine that interferes, or attempts to interfere, with the normal operation of our Website, or take any action that imposes an unreasonable load on our equipment. At our discretion, we may, but are not obligated to, monitor and terminate User activity on our Website, and/or edit or remove listed Digital Services and Products, that violates or otherwise fail to comply with these Terms of Service or the applicable legislation. Verification of Buyers and Suppliers

We believe in a safe, accessible, and inclusive digital future and we put our best efforts for our Users to securely access and use the Online Software Marketplace. For this purpose, CodeHost utilizes Sumsub.com, a third-party verification service, to verify both Suppliers and Buyers, thus ensuring a secure and trustworthy transaction process. Sumsub.com is a secure verification platform that is efficient, compliant and free of country-specific barriers. The verification performed by Sumsub.com includes identity verification, address verification, AML (Anti-Money Laundering) screening, bank account verification, liveness and face match, corporate verification for Suppliers as well as continuous ongoing monitoring. By using the Online Software Marketplace and accepting these Terms of Service, you agree to undergo identity verification and any necessary compliance checks conducted by Sumsub.com. This process is essential to ensure the security and integrity of our platform. You acknowledge and consent to the collection, processing, and storage of your personal data by Sumsub.com in accordance with their privacy policy and applicable laws and regulations. Also, you represent and warrant that all information and documents provided are true and accurate. CodeHost does not undertake to make any additional verification on the trueness and accuracy of such information or documents and undertakes no liability in relation to such. We do not control and are not responsible for any information provided by any User with the aim of completing and creating its Account and verification process.
You understand and agree that CodeHost may, in its sole discretion, review and rely on the information that you, as an User provide as part of your information, including when creating your Account on the Website and also as part of the Digital Services and Products accessed or provided and may decide to suspend or terminate your User Account or to investigate a complaint about an User, but that CodeHost shall not be responsible or liable in any way if any information about any person, including without limitation any User, is not accurate, timely or complete or for any consequence of the suspension or termination of your Account. Privacy

You may use the Website without providing personally identifiable information, as an anonymous User. To use the Services, we may require you to provide us with consensually personal data. Please refer to our Privacy Policy for additional information on our practices for handling, processing and securing user’s personal data. When you choose to create an Account, you agree that you will provide accurate, complete, and up-to-date data as requested on the forms that collect information from you.

Your Account

To become a registered User you must register on our Website for login credentials to be provided or enabled by CodeHost. You agree that you are responsible for protecting your login credentials from unauthorized use, and you are responsible for all activity that occurs under those login credentials. You agree to notify us immediately if you believe that any of your login credentials have been or may be used without your permission so that appropriate action can be taken. Users must accept these Terms of Service to complete the registration process. You may not (i) share your login credentials with any third party nor (ii) transfer your Account to any third party. CodeHost is not responsible for any loss or damage caused by, or expense incurred by you as a result of, your failure to safeguard your login credentials. You agree that you shall not rent, resell, or re-market the Website, or provide access to your Account to any third party. You are responsible and will ensure that all the information entered when creating the Account is correct, complete and up-to-date. Within the Website, a legal person has the right to create a single Account (which entitles the legal person to be a Buyer, a Supplier or both). You may use the Website without a registered user status, only as a visitor. This shall not preclude the application of these Terms of Service and other Codehost’s applicable documents and policies to your use of the Website. To list products as a Supplier or to purchase them as a Buyer on the Online Software Marketplace, it is mandatory to register an Account. Without a registered Account, you will not be able to make any transactions on the Website. Account registration requires providing accurate and complete information as specified in the registration form. Upon creating an Account you must provide at least your name, surname, company name and email address. The processing of any personal data account is subject to our Privacy Policy.

Listing and Selling Process

With regard to Suppliers In order to list Digital Services & Products on the Online Software Marketplace, the Suppliers will need to provide details such as functionality, full description, demo link, user manual, interface screenshots and other relevant information that describes the Digital Service & Product. Licensing:

1. Source Code: Suppliers are obliged to upload their terms and conditions and a privacy policy related to the Digital Services & Products listed. These can be uploaded together with the Digital Services & Products description or can be accessed through a link. These documents must be easily accessible to Buyers and must comply with all applicable laws and regulations. By purchasing and using the Source Code, Buyers acknowledge and agree to adhere to these conditions and any other terms specified by the Supplier. Suppliers may offer the following rights to Buyers:

• Full rights to use and resell
• Rights to modify or integrate and resell
• Rights to use as standalone and unauthorize to resell
• Rights to integrate into other software for internal use without any rights to resell The Supplier is responsible for the integrity of the code, free of viruses, trojans, malware or any other malicious functions. The Supplier is responsible for removing any sensitive data such as API keys, secrets, passwords, or any other data from the software database, if applicable.

2. SaaS Suppliers are obliged to upload their terms and conditions and a privacy policy related to the Digital Services & Products listed. These can be uploaded together with the Digital Services & Products description or can be accessed through a link. These documents must be easily accessible to Buyers and must comply with all applicable laws and regulations. By purchasing and using the SaaS services, Buyers acknowledge and agree to adhere to these conditions and any other terms specified by the Supplier.

When purchasing SaaS offerings through our Online Software Marketplace, Buyers are granted rights to use the Digital Services & Products in accordance with the selected subscription plan. These rights do not include access to the source code of the Digital Services & Products.

Additionally, Buyers are not granted any rights to resell the Digital Services & Products. Buyers must comply with all terms and conditions stipulated by the Supplier, which are provided at the time of purchase or through the Supplier's documentation.

3. White Label Software Suppliers are obliged to upload their terms and conditions and a privacy policy related to the Digital Services & Products listed. These can be uploaded together with the Digital Services & Products description or can be accessed through a link. These documents must be easily accessible to Buyers and must comply with all applicable laws and regulations. By purchasing and using the White Label Software, Buyers acknowledge and agree to adhere to these conditions and any other terms specified by the Supplier. Both the Buyer and the Supplier have the option to perform software customization as agreed upon between the parties. The Supplier is responsible for the ongoing maintenance and support of the White Label Digital Services & Products purchased. This includes ensuring business continuity and uptime of the software when hosted on Supplier servers, in accordance with the terms and conditions provided. The Buyer has the right to use the White Label Digital Services & Products as a standalone application, with the option to use it as their own application for their customers. The Buyer has the right to integrate the White Label Digital Services & Products into other software for internal use, or as their own application for their customers. The Buyer's rights to use the White Label Digital Services & Products are governed by the selected subscription plan. Access to the source code is typically not included unless otherwise specified in the subscription plan. The Buyer must comply with all terms and conditions specified by the Supplier, which govern the use, customization, and operation of the White Label Digital Services & Products. In some cases, there may be a one-time initial set-up fee for configuring the Digital Services & Products, such as server configuration or implementation services. The Buyer has the right to use the White Label Digital Services & Products in accordance with the subscription plan chosen, which outlines the scope of services, features, and usage rights.

4. Software Technicians

The Online Software Marketplace grants access to software specialists, who may be engaged on an on-demand, task-based, or project-based basis, billed at hourly rates. Estimates and quotes for services shall be provided by the software specialists and are subject to negotiation between the specialists and the clients. CodeHost will provide the necessary tools and platform functionalities to facilitate communication, negotiation, project management, and billing between the parties.

The Online Software Marketplace acts solely as an intermediary between Suppliers and Buyers. As such, the Online Software Marketplace cannot be held responsible or liable for any non-conformity, defects, or issues related to the Digital Services and Products provided by Suppliers. Any claims, disputes, or concerns regarding the Digital Services and Products must be addressed directly to the respective Supplier in accordance with their terms and conditions.

With regard to Buyers

Buyer Actions:

The Buyer enters the CodeHost site, searches for, and finds the desired Digital Services & Products. The Buyer presses the "Buy" button to purchase the Digital Services & Products and make an Order. By pressing the ”Buy” button the Buyer confirms that it has reviewed and agrees to the Supplier’s terms and conditions/contract as made available on the Website. The Buyer pays for the Digital Services & Products. The Buyer’s payment is transferred to a CodeHost collector account administered by Stripe until the Buyer confirms receipt of the Digital Services & Products.

CodeHost Actions:

CodeHost instructs the Supplier that a Buyer has purchased the Digital Services & Products and provides the Supplier with the Buyer's contact information. If the Digital Services & Products are uploaded on CodeHost, CodeHost allows the Buyer to download them immediately after purchase. CodeHost releases the funds from the collector account to the Supplier, minus the agreed commission, once the Buyer confirms receipt of the Digital Services & Products. If the Digital Services & Products are not uploaded on CodeHost, CodeHost contacts and informs the Supplier of the purchase and provides the Supplier with the Buyer's contact information to finalize the deal. For SaaS Products Based on a Subscription Plan, the process described above will be repeated for each payment installment (monthly, quarterly, annually) until the contract between the Supplier and the Buyer ends.

Payment

Sales and Subscription Terms

1. One-Time Purchase (Deal) - Digital Services & Products Not Uploaded on CodeHost:

The Buyer pays the cost of the product in a one-time payment. The cost is set by the Supplier when listing the Digital Services & Products. Funds are held in a collector account until the Digital Service & Product is delivered to the Buyer (including access to the code). Upon Buyer confirmation of receipt, funds are released to the Supplier, minus CodeHost's one-time commission fee.

2. One-Time Purchase (Deal) - Digital Services & Products Uploaded on CodeHost:

The Supplier receives funds immediately after purchase, minus CodeHost's one-time commission fee. The Digital Service & Product may be downloaded by the Buyer instantly after purchase.

3. SaaS Subscription Purchase (Monthly/Quarterly/Yearly):

The Buyer pays for the Digital Services & Products as per the chosen subscription plan. Funds are held in a collector account until access to the Digital Service & Product acquired by the Buyer is granted to the Buyer by the Supplier. After the first payment installment, subsequent subscription payments are automatically deducted based on the subscription duration plan. CodeHost releases funds to the Supplier for each payment installment, minus the subscription commission fee applied to each monthly/quarterly/yearly payment. In case of payment failure, the Supplier is notified to suspend access until payment is resolved. Access is reinstated upon payment.

4. Initial Set-Up Fee (Optional):

In some instances, the Supplier may charge an initial set-up fee, clearly stated in the product description in addition to the Digital Services & Products cost. CodeHost applies its commission fee to the initial set-up fee, if applicable.

Fees Charged by CodeHost to Suppliers:

1. Sales Commission: A one-time commission fee is applied to the sale of Digital Services & Products that are one-time deals. The commission fee amounts to 7% of the value of the Digital Services & Products, respectively 5% of the value of the Digital Services & Products in case the Supplier is an IT Start-up.
2. Subscription Commission: Monthly/Quarterly/Yearly commission fee applied to subscription (SaaS) sales for the duration of the contract.
3. Technical Support Commission: Suppliers can offer additional technical support via CodeHost, with service costs agreed upon by the Buyer and Supplier. CodeHost applies a commission fee to the Supplier for billed technical support services.
4. Listing Fee: Suppliers that choose to pay a Listing Fee, for having listing priority and additional marketing services will not owe an additional Commission to CodeHost, as the ones mentioned under sections 1,2, and 3 above. Please check Annex 3 to see the value of the commissions applied by CodeHost. We use third-party payment services (Stripe) to bill you through an online account payment which will directly process your credit/debit card information. Your payment information, such as your credit or debit card number and other card information is handled by a specialized, third-party payment processor and never reaches CodeHost’s infrastructure. Please read more about privacy security in our Privacy Policy. These payment services enable your transfer and receipt of funds as payment for the Digital Services & Products on the Website. All payments made by the Buyers for the Digital Services & Products on our platform will be stored in a collector account administered by Stripe. This account ensures the secure and efficient handling of funds until the necessary conditions for releasing the payment to the Supplier are met, in accordance with our payment and escrow procedures. By using the Online Software Marketplace, you agree to the use of Stripe for payment processing and the terms associated with their services.

Invoicing The Supplier will issue an invoice to the Buyer for the Digital Services & Products delivered, and the Buyer is obliged to provide all the necessary information for the invoice issuance in compliance with the applicable legislation. The Seller will send the Buyer the invoice for the Order containing Digital Services & Products sold on the Online Software Marketplace exclusively in electronic format, by adding the invoice to the Buyer's Account or via email to the address provided by the Buyer in their Account. For the correct communication of the invoice related to the Order, the Buyer is responsible for updating their Account information whenever necessary and accessing the information and documents related to each Order available in their Account.

Refund

As a general rule, the Buyer cannot withdraw or ask for a refund further to making an Order. Any right of withdrawal for B2B transactions would need to be explicitly stated in the contract between the Supplier and the Buyer. The terms and conditions governing withdrawal, cancellations, or refunds should be clearly outlined and mutually agreed upon in the contract between the Buyer and the Supplier. With regard to the services rendered by CodeHost to Suppliers, to the fullest extent permitted by law, any refunds and withdrawals at any time are at our sole discretion only.

5. RIGHTS AND LIMITS

Your License to CodeHost In case you are a Buyer, CodeHost hereby grants to you, on the Terms set forth herein, a non-transferable, sub-licensable, non-exclusive, limited right to access and use the Services, the Website solely for your non-commercial, personal use and subject to these Terms of Service and other policies and restrictions that we may post on our Website from time to time.
In case you are a Supplier, CodeHost hereby grants you, on the Terms of Service set forth herein, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Services and the Website solely for the delivery of your Digital Services & Products to your Buyers and subject to these Terms of Service and any other policies and restrictions that we post on our Website from time to time. You agree not to view, copy, or procure content or any other information from the Website by automated means (such as scripts, bots, spiders, crawlers, or scrapers), or to use other data mining technology or processes to frame, mask, extract data or other materials from the Website and Software (except as may be a result of standard search engine or Internet browser usage), unless formally authorized by CodeHost under separate written agreement. No materials or content from the Website may be copied, reproduced, modified, republished, downloaded, uploaded, posted, transmitted, or distributed in any form or by any means without CodeHost’s prior written permission and/or the permission of the owner of such content or as expressly provided in these Terms of Service.

In using the Online Software Marketplace, you undertake not to:

(i) breach any applicable local, state, national or international law, including, but not limited to any data, privacy, or export control laws, or regulations, and your use of the Online Software Marketplace will not involve any of the following (which are listed as an example): death threats, terrorist threats, threats of harm to another individual, multi-level marketing schemes, "ponzi schemes", invasion of privacy, credit card fraud, racketeering, and other common illegal activities;

(ii) transmit, upload, or otherwise publish or make available any of your data or content that is in any way illegal, aggressive, harmful, threatening, abusive, harassing, tortious, defamatory, offensive, vulgar, obscene, libelous, invasive of another's privacy, hateful, or promotes race, ethnicity, sex, gender, religion, nationality, physical disability, sexual orientation or age discrimination;

(iii) transmit, upload or list, any software, material, document or file that you do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment or other contractual relationship, or under nondisclosure agreements);

(iv) infringe any patent, trademark, trade secret, copyright or other proprietary rights of any third-party by using the Online Software Marketplace;

(v) use the Online Software Marketplace to upload, transmit, or otherwise make available any malware, including without limitation, virus software, rootkits, password crackers, adware, key-stroke capture programs, and other computer code, files or programs used in malicious activity and created to interrupt, destroy or limit the functionality of any computer software or hardware;

(vi) use, or encourage, promote, facilitate or instruct others to use, the Online Software Marketplace for any illegal, harmful or offensive use, or for transmitting, storing, displaying, distributing or otherwise making available content that is illegal, harmful, or offensive;

(vii) use the Online Software Marketplace to send or receive mass unsolicited email (SPAM), including direct sending and receiving of such messages, support of such messages via web page, splash page or other related websites, or the advertisement of such services, or to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation, otherwise than as allowed under these Terms of Service;

(viii) use the Online Software Marketplace for fraudulent or terrorist activities, including activities for advocating human violence and hate crimes based upon religion, ethnicity, or country of origin, or to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by a European government as a foreign terrorist organization pursuant to applicable law;

(ix) use the Online Software Marketplace for storage, distribution, fabrication, or use of malware, including without limitation virus software, rootkits, password crackers, adware, key-stroke capture programs and other programs normally used in malicious activity;

(x) use the Online Software Marketplace to perform any activity associated with phishing or systems designed to collect personal information (name, account numbers, usernames, passwords, etc.) under false pretenses. Splash pages, phishing forms, email distribution, proxy email or any relation to phishing activities will result in immediate removal of your Content and closing of your account.

(xi) sublicense, resell, rent, lease, transfer or assign, except as permitted by these Terms of Service, the Online Software Marketplace or its use, or offer the Online Software Marketplace on a time share basis to any third party;

(xii) disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other Users' ability to use the Services in accordance with their purpose;

(xiii) intentionally use the Online Software Marketplace in a manner intended to interfere with or to disrupt the proper use of the Online Software Marketplace by other Users or servers or networks connected to the Online Software Marketplace, or breach any regulations, rules or policies of networks connected to the Online Software Marketplace;

(xiv) modify, adapt, or hack the Online Software Marketplace or use the Online Software Marketplace in a non-authorized manner; In order to guarantee the proper use of the Online Software Marketplace as granted by these Terms of Service, to the extent permitted by applicable law, CodeHost has the right to gather any and all information regarding your use of the Online Software Marketplace and any and all of your data and content associated with your Account during your usage of the Online Software Marketplace.

Any breach of the terms of these Terms of Service and particularly, any breach of the provisions of this Section RIGHTS AND LIMITS entitles CodeHost to immediately terminate your Account and to pursue any and all legal available remedies. In addition, CodeHost reserves the right to reject the creation of or to terminate your Account, upon its sole discretion and based on notification sent to you, should it be considered by CodeHost that your behavior and/or intended use of the Online Software Marketplace is not compatible with the permitted use, the terms of these Terms of Service or any other CodeHost policies communicated to you. You remain solely responsible for the way you choose to use the Online Software Marketplace and for the data associated with your Account, as well as for your content. You must evaluate, and bear all risks associated with such use of the Online Software Marketplace and of your data. CodeHost reserves the right, yet does not assume the obligation to investigate any violation of these Terms of Service or misuse of the Online Software Marketplace. CodeHost may investigate violations of these Terms of Service or misuse of the Online Software Marketplace and may remove, disable access to, or modify the data associated with your Account or any of your content or resources that violates these Terms of Service. You will be notified of this action by email sent to the email address associated with your Account. CodeHost may report any activity that it suspects that violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. CodeHost reporting may include disclosing your data or appropriate customer information. CodeHost may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these Terms of Service. If you become aware of any violation of these Terms of Service, you need to immediately notify CodeHost and provide CodeHost with assistance, as requested, to stop or remedy the violation. To report any violation of these Terms of Service, please contact CodeHost at [email protected]. All rights not expressly granted herein are reserved to CodeHost.

Direct Interactions

CodeHost does not take part in direct interactions between Suppliers and Buyers except when we consider it advisable: a. to ensure compliance with these Terms of Service; b. to improve our Services; or c. to manage a complaint filed by either a Supplier or a Buyer;

Representations and Warranties

Supplier-Specific Representations.

If you utilize the Online Software Marketplace as a Supplier, (i) you represent and warrant that you are capable of fulfilling any offers contained in the Digital Services and Products listed; (ii) you warrant that you will keep all your Digital Services and Products up to date on the Website by notifying CodeHost of any changes that would affect the accuracy of such Digital Services and Products listed; (iii) You hereby grant to CodeHost the right to view and distribute your Digital Services and Products to Users; (iv) You acknowledge and agree that CodeHost may display advertisements in connection with your Digital Services and Products without any payment obligation to you; (v) You agree to use good faith efforts to provide Buyers professional-quality Digital Services and Products; (vi) you are legally eligible to provide Digital Services and Products; (vii) you have complied and will comply with all laws and regulations that are applicable to you; (viii) you operate an independent enterprise with respect to which you have obtained all business licenses or are authorized as an authorized natural person and have all permits necessary; (ix) you will pay the legally required taxes related to the incomes obtained by you further to using the Website for selling/renting your Digital Services and Products; Suppliers will be solely liable for any breach of the representations above and for any damages resulting from such breach and CodeHost expressly disclaims any liability in relation to any representation issued by a Supplier in accordance with the above terms or otherwise towards any Buyer.

Buyer-Specific Representations.

If you utilize the Online Software Marketplace as a Buyer, (i) you agree to honor the commitments you make to the Supplier via the Website, including paying for the Digital Services and Products ordered; (ii) you agree that you will not circumvent or manipulate the billing process, nor fail to deliver payment for items purchased by you on the Website; and (iii) you represent that you are fully entitled and allowed to access the Services offered through the Website, (iv) you agree not to use Services for any purpose that violates any applicable law or regulation.

WEBSITE CONTENT

Users have a personal, non-transferable, non-exclusive and non-sub-licensable right to access and use the content of this Website subject to these Terms of Service. You may view, copy, download, and print content that is available on this Website, subject to the following conditions: i. The content may be used solely for internal informational purposes and/or in relation to the Services. No part of this Website may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose; ii. The content of another User may not be modified; iii. Copyright, trademark, and other proprietary notices may not be removed.

Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Website or any content displayed on this Website, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission and the permission of such third party or User that may own the trademark or copyright of material displayed on this Website.

CONTENT SUBMITTED BY USERS

We are not responsible or liable for the conduct of Users or for views, opinions and statements expressed in content submitted through our Website. We do not verify and pre-screen information posted online. We are acting as a passive conduit for such distribution and CodeHost may not be responsible for content posted by any Users. Any opinions, advice, statements, services, offers, or other information expressed or made available by Users are those of the respective author(s) or distributor(s) and not of CodeHost. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such content. You are responsible for ensuring that information submitted by you to this Website is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secrets, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of Content to this Website and in other ways in relation to the Services. We have the right in our sole discretion to edit or remove any information submitted to or posted through the Website. Without limiting the foregoing, we have the right to remove any material that CodeHost, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and you are solely responsible for the content that you post on the Website. If you believe that your intellectual property rights have been infringed, please submit your complaint to [email protected]. You may report all types of intellectual property claims including, but not limited to, copyright, trademark, and patent claims. We will make our best efforts to respond quickly to the concerns of rights owners about any alleged infringement, including intellectual property infringement. CodeHost may decide to terminate the Account of any User that subsequently or significantly infringes rights, including intellectual property rights of another User or of any third party.

LINKS TO THIRD-PARTY WEBSITES

The Website may contain links to non-CodeHost (third-party) websites. These links are provided to you as a convenience and/or ancillary for the Services use, and CodeHost is not responsible for the content of any linked website or the content available therein. Any non-CodeHost website accessed is independent of CodeHost, and CodeHost has no control over the content of that website. In addition, a link to any non-CodeHost website does not imply that CodeHost endorses or accepts any responsibility for the content or use of such a website. Use of any third-party website is subject to its terms of service and privacy policy. We request that our Users exercise caution and good judgment when using third-party websites or any other third-party resource.

NO IMPLIED ENDORSEMENTS

In no event shall any reference to any Digital Service and Product be construed as an approval or endorsement by CodeHost of that product or service. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third-party website does not imply that we endorse or accept any responsibility for the content or use of such a website.

SCOPE OF SERVICE CodeHost maintains this Website as a service to the Users that visit the Website, subject to these Terms of Service. We may alter, suspend, or discontinue this Website or the Services in whole or in part, at any time and for any reason, subject to the conditions provided herein. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. You acknowledge that the Website is evolving and that the form and nature of the Website, including the Services, may change from time to time.

RELATIONS BETWEEN CODEHOST AND USERS

CodeHost does not serve as an employer of any User. As such, CodeHost will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, workers’ compensation insurance, social security or payroll withholding tax in connection with your use of the Online Software Marketplace, unless otherwise provided by applicable law. You understand and agree that if CodeHost is found to be liable for any tax or withholding tax in connection with your use of the Online Software Marketplace, other than for the Commissions it collects, you will immediately reimburse and pay to CodeHost an equivalent amount, including any interest or penalties thereon. In all cases of use of this Website, Users are acting as independent contractors and not as CodeHost’s or any other party’s employee, agent, franchisee or servant. Accordingly, you will be solely responsible for all costs incurred by your organization/company. You shall not hold yourself out as having the authority to make contracts or promises on behalf of CodeHost.

Each Supplier controls the methods, materials, content and all aspects of the Digital Services and Products listed on the Website. The Suppliers establish their own prices for the Digital Services and Products. CodeHost does not interfere in any way with the establishment of the prices agreed by the parties in relation to the Digital Services and Products. Buyers are responsible for selecting the right Digital Service and Product for their needs. Buyers should review and investigate each Supplier’s Account information, and experience, as well as reviews from other Buyers.

ASSIGNMENT

You may not assign or transfer these Terms of Service in whole or in part to any third party. These Terms shall bind and ensure to the benefit of the parties to these Terms of Service and their respective successors, permitted transferees, and permitted assigns.

FEEDBACK AND REVIEWS

You acknowledge and agree that CodeHost may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Online Software Marketplace and to provide/receive Feedback from Users with whom you have transacted.

Feedback regarding CodeHost. By submitting any feedback you provide us written consent to use your Feedback in the improvement and promotion of the Online Software Marketplace; you agree that submitting feedback is gratuitous, unsolicited, and without restriction and will not place us under any fiduciary or other obligation and that we are free to use the feedback without any additional compensation to you, and/or to disclose the feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting your feedback submission, CodeHost does not waive any rights to use similar or related ideas previously known to CodeHost, developed by its employees, or obtained from sources other than you. You agree that we may, in our sole discretion, use the feedback you provide to us in any way, including in future enhancement and modifications to our Website. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the feedback in any manner for any purpose, or without it in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide compensation to you or any third party.

Feedback regarding Suppliers. You acknowledge that feedback provided to you, as a Supplier, may consist of reviews left by Buyers in relation to the Digital Service and Products they acquired. Buyers can write reviews to describe their experience with the purchased product or service. In order to prevent fake reviews, only Buyers who have made a verified purchase can leave reviews. The review can be issued 30 days after the purchase. The support team can manually review reported reviews to ensure they comply with the Website’s policies, but CodeHost does not undertake any obligation in this regard. Reviews must comply with the platform's content policies, avoiding offensive language, false information, or irrelevant reviews. The Website can use automated filters to detect and remove inappropriate language or spam content, however, CodeHost does not monitor or censor these opinions or investigate any remarks posted by Buyers for accuracy or reliability unless a Supplier brings the posting to CodeHost’s attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory or have been unlawful in any way. CodeHost is not legally responsible for any reviews, even if that information is defamatory or otherwise legally actionable. Other users can rate the usefulness of reviews or report them if they find them inappropriate. You agree to report violations or abuses of our feedback and review system immediately by contacting customer service at [email protected].

INTELLECTUAL PROPERTY RIGHTS

All intellectual property in the design and layout of this Website belongs to and is vested in CodeHost or its licensors. You may not copy, use or license any part of this Website unless you have CodeHost’s prior consent or as otherwise allowed under these Terms of Service. You may not otherwise use or reproduce any of this Website or the material contained within it in any manner other than those listed herein without first obtaining the prior written permission of CodeHost. You further acknowledge and agree that, as between you and CodeHost, CodeHost owns and shall continue to own all rights, titles, and interests in and to the Website, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws and international treaties. These Terms do not grant you any ownership interest in or to the CodeHost Website, but only a limited right of use, that is revocable in accordance with the provisions of these Terms of Service. Except for the limited rights and the limited, non-exclusive, non-transferable, and non-sub-licensable license to use the Website and as authorized in these Terms of Service no other license is granted hereunder and no other use is permitted. Unless otherwise stated in these Terms of Service, all content contained on this Website is the property of CodeHost and/or its affiliates or licensors and is protected from unauthorized copying and dissemination by European copyright law, trademark law, international conventions and other intellectual property laws. The service marks and trademarks of CodeHost, including without limitation CodeHost and the CodeHost logos are service marks owned by CodeHost and its Affiliates. Any other trademarks, service marks, logos and/or trade names appearing via the Website are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. CodeHost grants you permission (which may be revoked at any time for any reason or no reason) to use the Website as provided herein and in accordance with these Terms of Service and solely for your own personal, non-commercial use (except as provided herein), provided you do not remove any trademark, copyright or other notice contained on such pages. No other use is permitted. CodeHost reserves all of its statutory and common law rights against any person or entity who violates this paragraph. You may not link or frame to any pages of the Website or any content contained therein, whether in whole or in part, without prior written consent from CodeHost. You may like or follow codeHost or share links to the Website via social networking technology referenced on the Website. Any rights not expressly granted herein are reserved. Except as expressly authorized by CodeHost or by content providers, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the content of others, in whole or in part, by any means. You must not remove or modify any copyright or trademark notice, or other notice of ownership.

COPYRIGHT INFRINGEMENT

Since we respect content owner rights, it is CodeHost’s policy to respond to alleged infringement notices that comply with the WIPO Copyright Treaty (WCT) (1996). If you believe that any materials on our Website infringe your copyright, you may request that they be removed. Please notify CodeHost via e-mail at [email protected] […]. For your complaint to be valid under the WCT, your request must bear the signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Website;
4. Information reasonably sufficient to permit CodeHost to contact you, such as your address, telephone number, and email address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to [email protected] subject “WTC Notice”. If you knowingly misrepresent that materials available on the Website is infringing your or any third-party intellectual property rights, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorney’s fees. Please note that this procedure is exclusively for notifying CodeHost that your copyrighted material has been infringed. The preceding requirements are intended to comply with CodeHost’s rights and obligations under the WTC but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the WTC and other applicable laws. In accordance with the WTC and other applicable laws, CodeHost may also at its sole discretion limit access to the Website and/or terminate the Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

CONFIDENTIALITY

You may obtain direct access via the use of the Online Software Marketplace to certain confidential information of CodeHost, its affiliates or Users, including but not limited to personally identifiable information, technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You agree to hold Confidential Information in strict confidence and not use the Confidential Information except for the purposes set forth in these Terms and not disclose such confidential information to any third party. All rights, title and interest in the Confidential Information remains with CodeHost, its affiliates and its respective Users. No obligation is imposed upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from CodeHost or other User, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms of Service; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; or (d) you are required to disclose in response to a valid order by a court or other governmental body, or as otherwise required by law, or as necessary to establish the rights of either party under these Terms of Service and is disclosed after prior notice to CodeHost adequate to afford CodeHost the opportunity to object to the disclosure.

DISCLAIMER OF WARRANTY

Use of the Online Software Marketplace is entirely at your own risk. CodeHost disclaims all liability in connection with any interactions, correspondence, transactions, and other dealings that you have with any Users found on or through the Website (including on or via linked websites or advertisements). These are solely between you and the third party or the respective User (including issues related to the content of third-party advertisements, payments, services, delivery of goods, warranties (including product warranties), privacy and data security, and the like. Under no circumstances will CodeHost be liable for any loss or damage caused by your reliance on information in any content on this Website. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through this Website. You acknowledge that the Website text, images, and other information on or accessible from this Website are provided ”as is" and are based in part on listings provided by Suppliers, which are not verified by CodeHost, and that any Digital Services and Products acquired through the use of the Website is at your sole risk and discretion. CodeHost and its affiliates and licensors are not liable or responsible for any results generated through the use of the Website. We provide no warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement of the Digital Services and Products. Specifically, but without limitation, CodeHost does not warrant that: (i) the information available on this Website is free of errors; (ii) the functions of the Digital Services and Products (including but not limited to mechanisms for the downloading and uploading of content) provided by this Website will be uninterrupted, secure, or free of errors; (iii) defects will be corrected, or (iv) this Website or the server(s) that makes it available are free of viruses or other harmful components. Neither CodeHost nor its affiliates or licensors is responsible for the conduct, whether online or offline, between Users. In addition, each Buyer is responsible for selecting their Supplier and negotiating a contract and the fess applicable to the Digital Services and Products and CodeHost does not warrant any goods or services purchased by a Buyer. CodeHost does not provide any warranties or guarantees regarding any Supplier’s professional accreditation, registration or license or quality of its Digital Services and Products. CodeHost expressly disclaims any liability or claims that may arise between Users. You are solely responsible for your interactions with all other Users and any disputes that arise from those interactions with other Users. CodeHost is not obliged but may attempt to assist in resolving disputes between Users.

LIMITATION OF LIABILITY a) Disclaimer. In no event shall CodeHost be liable to any User of this Website or any other person or entity for any direct, indirect, special, incidental, consequential or exemplary damages (including, but not limited to, damages for loss of profits, loss of data, loss of use, or costs of obtaining substitute goods or services) arising out of the use, inability to use, unauthorized access to or use or misuse of the Website or any information contained thereon, whether based upon warranty, contract, tort (including negligence), or otherwise, even if has been advised of the possibility of such damages or losses, except for acts committed intentionally or through gross negligence.

b) Limitation. You agree CodeHost’s total cumulative liability in connection with these Terms of Service, the Website or any listing or services, whether in contract, tort, or otherwise, shall not exceed the amounts, if any, you paid in commissions to CodeHost for the Services in the then- prior three months.

INDEMNIFICATION

By using the Online Software Marketplace, you agree to indemnify, hold harmless and defend CodeHost and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives from any claims, damages, losses, liabilities, and all costs and expenses of defence, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Website, including but not limited to ( a) acts and/or omissions on or off the Website; (b) violation of any rights of another, including without limitation any alleged infringement of intellectual property or other right of any person or entity relating to the Website; (c) breach of these Terms of Service; (d) disputes with or between other Users; (e) use and/or misuse of the Website, including without limitation any information, content and/or materials thereon; (f) violation of any applicable law or regulation; (g) inaccurate, untimely, incomplete or misleading User information, including without limitation with respect to registration, profile or eligibility; (h) misstatements and/or misrepresentations; (i) use of links to third party websites, including without limitation such’ websites' availability, terms of use, privacy policy, information, content, materials, advertising, products and/or services; (j) User information and any acts or omissions with respect to such User information; (k) use of any information in third-party reports; (l) use of third-party payment processing services; (m) use of phone support services; and/or (n) use of any services or products or any contracts or arrangements made or provided based on information, content and/or materials obtained on or through the Website. You further agree that you will cooperate as requested by CodeHost in the defence of such claims. CodeHost reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Users, and you shall not, in any event, settle any claim or matter on behalf of CodeHost without the written consent of CodeHost.
In the event that you have a dispute with any User/s, you hereby release CodeHost (and its officers, directors, agents, investors, subsidiaries, employees, contractors and any other third parties related to the Services) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown, arising out of or in any way related with such disputes.

REPORTING ILLEGAL CONTENT IN ACCORDANCE WITH THE DIGITAL SERVICES ACT

Any User has at its disposal, according to the Digital Services Act, a contact form through which you can report illegal content. The Digital Services Act (DSA) refers to illegal content, products, services and activities, represented in particular by: unsafe and/or illegal products, deception or fraud, infringements of intellectual property, data protection and breach of privacy, and platform services.

In order to be analyzed, the notification through which you report illegal content must include a series of minimum elements, namely: i. a sufficiently justified explanation of the reasons why the information in question is claimed to constitute illegal content; ii. a clear indication of the location of the illegal content, for example, the exact URL or URLs or, if necessary, additional information that allows the identification of the illegal content within the Online Software Marketplace platform; iii. the name and email address of the individual or entity submitting the notification; iv. a statement confirming that the individual or entity submitting the notice has a good faith belief that the information and representations contained in the notice are accurate and complete; Without the transmission of this information, the notification will be considered incomplete, with the possibility of remaining unanswered.

To report illegal content, Users or any rights holder can use the contact form on the Website, using "Reports of illegal content" as the reason.

In accordance with the provisions of the DSA, the Online Software Marketplace offers those who have submitted a notification of illegal content, for a period of at least six months from the date of the decision (it took on the notification), access to an internal complaint resolution system. This system involves the possibility of submitting complaints electronically and free of charge, in relation to decisions taken upon receipt of a notification or in relation to decisions taken on the grounds that the information provided by recipients constitutes illegal content or is incompatible with the general conditions of use of the Website.

Thus, you have the possibility to challenge the decisions made in connection with a notification sent, within the mentioned term, through the Contact Form, using the "Internal Complaint Resolution System" as the reason.

Complaints submitted through the internal complaint resolution system will be reviewed in a timely, non-discriminatory, diligent and non-arbitrary manner.

If a complaint contains sufficient reasons to consider that its decision not to act on the notification is unfounded or that the information to which the complaint refers is not illegal and not incompatible with the general conditions of use of the Website or contains information that indicates that the complainant's behavior does not justify the measures taken, CodeHost will cancel the initial decision without undue delay and will immediately inform the complainant.

You also have the right to opt for any extrajudicial dispute resolution body that will be certified by ANCOM in order to resolve disputes related to the decisions made by CodeHost, including complaints that have not been resolved through the internal dispute resolution system complaints.

NOTIFICATIONS

Unless you otherwise indicate in writing, CodeHost will communicate with you by email, regular mail, through your Account or by posting communications on the Website. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when we send it to the email address you have provided to CodeHost on this Website and is associated with your Account, or when we post such communication on this Website. You should keep your email address updated on this Website and in your Account, and you should regularly check this Website and your Account for postings and/or personal messages. All notices to CodeHost intended to have a legal effect concerning these Terms of Service must be in writing and delivered at the email address [email protected] with read receipt confirmation. To stop receiving specific communications from CodeHost, please, submit a notification to us by email at [email protected] in order to change the types and frequency of such communications.

GOVERNING LAW AND DISPUTE RESOLUTION

The Terms shall be governed by Delaware, United States law. In the event of any controversy or dispute between CodeHost and you arising out of or in connection with your use of the Website, the parties shall attempt, promptly and in good faith, to resolve any such dispute amicably by means of the internal complaint-handling system. If we are unable to resolve any such dispute within a reasonable time (not to exceed sixty (60) days), then any disputes between CodeHost and a User will be settled by Romanian common courts having jurisdiction over the CodeHost seat.

NON-SOLICITATION

The Website may not be used to solicit for any other business, website or service, except as allowed under the Website and in accordance with these Terms of Service. You may not solicit, advertise for, or contact in any form any Users for employment, contracting, or any other purpose not related to the Services facilitated through the Website without express written permission from CodeHost. You may not use the Website to collect usernames and/or email addresses and/or other data of Users by electronic or other means without the express prior written consent of CodeHost.

HEADINGS

The headings and captions used in these Terms of Service are used for convenience only and are not to be considered in construing or interpreting these Terms.

ENTIRE AGREEMENT. SEVERABILITY

These Terms of Service, together with any amendments and updates, shall govern the agreement between you and CodeHost concerning the Services. Any additional agreements you may enter into with CodeHost in connection with the Services shall supplement the Terms of Service. In the event of any inconsistency between the Terms of Service and any separate agreement, the later shall prevail over these Terms of Service. If any part of these Terms of Service is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

CONTACTS

For additional information and in case you have any questions about these Terms of Service, please contact us at [email protected]

Annex 1

The countries where CodeHost will be available will include Safe and Moderate Safe regions only, as detailed at https://dev.codehost.market/p/ip-countries

Annex 2 Definitions

All capitalized terms used herein will have the meanings set forth in these Terms of Service:

Term Definition

”Account” means the account you create on the CodeHost Website, having the credentials you have provided associated, which allows you to access the Online Software Marketplace as a unique User and which contains information about the Supplier/Buyer and the history of the Supplier/Buyer on the platform. ”Affiliate” any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with us. ”Buyer” any legal entity that creates an Account on the Website and places an Order. ”Consumer” any natural person or group of natural persons constituted in associations, who act for purposes outside their commercial, industrial or production, craft or liberal activity; ”Contract” represents the remote contract concluded between the Supplier and the Buyer, without the simultaneous physical presence of the Supplier and the Buyer. ”Digital Services & Products” means any software product or service listed on the Website by the Supplier (Source Code, SaaS or White Label Software, Software Technicians) to be sold or rented to the Buyer based on the contract concluded between the Seller and the Buyer; “Login Credentials” means the credentials (username and password) provided or enabled by CodeHost to the User in order to register an Account on the Website, based on the type of access applicable to the User’s use of the Website (whether Buyer or Supplier); ”IT Start-up” means a newly established company, in the first 2 years since its incorporation, that focuses on developing, providing, or utilizing information technology (IT) solutions. ”Online Software Marketplace” an e-commerce website that connects Suppliers with Buyers, managed by CodeHost; ”Order” means an electronic document that intervenes as a form of communication between the Supplier and the Buyer through which the Buyer transmits to the Seller, through the Website, its intention to purchase Digital Services and Products from the website; ”SaaS” a software licensing model, that allows access to software on a subscription basis using external servers. ”Software Technician” is a business that specializes in providing technical support and maintenance services for software applications and systems such as software installation, configuration, troubleshooting, repair, and ongoing support to ensure that software operates efficiently and effectively, consulting services to help clients optimize their software usage, integrate new software solutions, and resolve any technical issues that arise. ”Source Code” means the human-readable set of instructions and statements written in a programming language that developers use to create software programs and applications. ”Supplier” means the business that creates and develops Digital Services and Products “User” means a Buyer or a Supplier accessing or using the Online Software Marketplace or a visitor without creating an Account;

“Website” means codehost.market and its sub-domains and is an Online Software Marketplace intended to be used by Suppliers that develop Digital Services & Products to list, upload (in some cases), sell or rent their Digital Services & Products and Buyers that are looking to buy or rent software for their needs; ”White Label Software” a fully customizable software, enabling Buyers to rebrand it as their own;

  Annex 3 Commissions applied by CodeHost