Introduction
This Agreement constitutes a binding contract between you and CodeTest Pvt Ltd. It governs your use of and access to the services, whether in connection with a paid or trial subscription.
If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind that entity and its affiliates to this Agreement.
1. Definitions
When used in this Agreement with capitalized initial letters, the following terms have the meanings set forth below.
Account: any accounts or instances created by or on behalf of Subscriber within the Services.
Affiliate: an entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
Agreement: this Master Subscription Agreement together with any Supplements, Additional Terms, and Order Forms.
API: the application programming interfaces developed and enabled by CodeTest that permit Subscribers to access certain functionality provided by the Services.
Confidential Information: information disclosed by either Party that is labeled confidential or that a reasonable person would understand to be confidential.
Documentation: written or electronic documentation describing the functionality of the Services.
Order Form: any service order form executed or approved by You with respect to your subscription to a Service.
Personal Data: information relating to an identified or identifiable natural person.
Services: the products and services ordered by You online or via an Order Form and made available online by CodeTest.
Service Data: electronic data submitted to and stored within a Service by Your use of such Service.
Subscription Term: the period during which You have agreed to subscribe to a Service.
We, Us, or Our means CodeTest Pvt Ltd.
2. General Conditions; Access to and Use of the Services
During the Subscription Term and subject to compliance with this Agreement, You have a limited right to access and use a Service consistent with the Service Plan(s) you subscribe to.
CodeTest will make the Services available and use commercially reasonable efforts to keep them available, except during planned maintenance or due to circumstances beyond our control.
You must maintain a high-speed internet connection and compatible browser software. You are responsible for your network connection and for keeping login credentials confidential.
You agree not to sublicense, resell, modify, reverse engineer, or use the Services in an unlawful manner. You may not use the Services for spam, malware, infringement, or any activity that interferes with the Services.
You are responsible for all activity under your Account and for compliance with applicable laws. CodeTest may suspend access if it detects malicious software or misuse.
Trial Services are available only for the trial period, and any Service Data entered during a trial may be lost unless you purchase a subscription or export the data before trial expiration.
3. Confidentiality; Security and Privacy
Each Party must protect the other’s Confidential Information from unauthorized use, access, or disclosure with no less than reasonable care.
CodeTest will maintain reasonable safeguards to protect Service Data and may only access it as necessary to provide the Services, respond to support requests, or comply with legal obligations.
If Service Data is personal data, the Customer is the data controller and CodeTest is the data processor under applicable data protection laws.
4. Intellectual Property Rights
Each Party retains its own intellectual property rights. Your right to use the Services does not grant additional IP rights in the Services or associated technology.
CodeTest retains all rights in the Services, software, and related components, and may use feedback you provide to improve the Services.
5. Third Party Services
Access or use of third-party services is governed by the terms of those services. CodeTest does not endorse, guarantee, or assume liability for third-party services.
Enabling third-party services may require sharing your Account and Service Data as necessary to facilitate the integration.
6. Billing, Plan Modifications and Payments
Unless otherwise stated, subscription charges are due in full at the start of the Subscription Term or when a Deployed Associated Service is purchased.
Upgrades are prorated over the remaining Subscription Term and charged immediately. No refunds are provided for downgrades during a Subscription Term.
You are responsible for taxes, and you must keep your billing information up to date.
7. Credits Policy
Credits may be issued at CodeTest’s discretion and have no cash value. They may only be used to offset applicable subscription charges and typically expire twelve months after issuance unless otherwise stated.
8. Cancellation and Termination
Subscriptions do not automatically renew. Renewals require notice at least 30 days before the end of the current Subscription Term unless otherwise provided in an Order Form.
No refunds or credits are available if you terminate before the end of your Subscription Term, except as required by applicable law or as described in this Agreement.
CodeTest may suspend or terminate access if you materially breach this Agreement, and may delete Service Data after 30 days unless requested otherwise.
9. Representations, Warranties and Disclaimers
Each Party represents that it has the power to enter into this Agreement.
CodeTest warrants that the Services will materially perform in accordance with the Documentation during the Subscription Term. Your exclusive remedy for breach of this warranty is as described in Section 8.5.
Except as explicitly provided, the Services are provided "as is" without any warranties of merchantability, fitness for a particular purpose, or non-infringement.
10. Limitation of Liability
Neither Party will be liable for indirect, incidental, consequential, or punitive damages, including lost profits, lost sales, lost data, or business interruption.
Except for breach of data privacy laws, confidentiality obligations, or indemnification obligations, aggregate liability is limited to the subscription charges paid during the 12 months prior to the event giving rise to liability.
11. Indemnification
CodeTest will defend and indemnify You against third-party claims that the Services infringe a valid intellectual property right, subject to notice and cooperation.
You will indemnify CodeTest for third-party claims arising from your breach of this Agreement or your use of the Services in violation of the Agreement.
12. Assignment, Entire Agreement and Amendment
Neither Party may assign this Agreement without the prior consent of the other, except to an Affiliate or in connection with a merger or sale of assets.
This Agreement, together with any Order Forms and Supplemental Terms, constitutes the entire agreement between the Parties and supersedes prior agreements.
13. Severability
If any provision of this Agreement is held unenforceable, that provision will be modified to the greatest extent permitted by law, and the remaining provisions will remain in effect.
14. Export Compliance and Use Restrictions
You agree to comply with applicable Indian export control and economic sanctions laws. You may not access the Services from a prohibited jurisdiction or provide access to anyone located there.
15. Relationship of the Parties
The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, or joint venture.
16. Notice
Notices may be delivered by courier, mail, or electronic mail. Notices to CodeTest should be sent to CODETEST PVT LTD at the address and email specified in the Agreement.
17. Governing Law
This Agreement is governed by the laws of the state of Telangana, India, and disputes may be resolved in courts located in Hyderabad, Telangana.
18. Federal Government End Use Provisions
If you are a Government of India department or agency, the Services are treated as Commercial Off-The-Shelf Software with only the rights specified in this Agreement.
19. Anti-Corruption
The Parties agree they have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with this Agreement.
20. Survival
Sections 1, 3.1, 4, and 9 through 20 survive termination of this Agreement.