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Test classes are your strongest ally against the typical challenges in Apex development. With Code Robot, you can create them in minutes and save yourself hours of work. You will have more test cases and (most importantly) more realistic test code.
CODE ROBOT Master Subscription Agreement
BY INSTALLING AND USING CODE ROBOT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE CODE ROBOT APPLICATION ("SOFTWARE") FROM CODE ROBOT LLC, SEATTLE.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.
THIS AGREEMENT IS EFFECTIVE WHEN YOU INSTALL THE APPLICATION (“EFFECTIVE DATE”).
CODE ROBOT LLC offers a no-cost trial of its Software with no further obligation. The software will notify you when the free usage threshold has been exceeded and restrict its capabilities automatically. At the end of your free trial, you can purchase licenses and pay CODE ROBOT LLC the applicable subscription fees to use the Software.
1. License Grant & Restrictions
1.1 Subject to the terms of this Agreement, CODE ROBOT LLC hereby grants to you a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Software by the number of Users for which you have paid the applicable subscription fee, in accordance with the Documentation and solely for your internal business purposes allowed by the Software. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former users who no longer require ongoing use of the Software.
CODE ROBOT LLC and its licensors reserve all rights not expressly granted to you in this Agreement.
1.2. If you wish to add additional Users, you should contact CODE ROBOT LLC. Once the parties agree to the quantity and price of the Additional Use, CODE ROBOT LLC shall make the Software available for the Additional Use on the terms and conditions set forth in this Agreement. With respect to Additional Use: (i) the term of any additional Users’ access to the Software will be coterminous with the preexisting subscription term (either initial term or renewal term), and (ii) you will be responsible for any additional fees for the Additional Use.
1.3. You shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Software for a third party’s benefit unless such use has been authorized by CODE ROBOT LLC; (ii) transfer, assign, distribute or otherwise commercially exploit or make the Software or Content available to any third party not authorized by CODE ROBOT LLC; (iii) modify or make derivative works based upon the Software or the Content; (iv) create Internet “links” to the Software or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (v) reverse engineer or decompile the Software; (vi) interfere with or make use of the Software in any manner not consistent with the Documentation, or (vii) access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
2. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Software, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software, and will notify CODE ROBOT LLC promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CODE ROBOT LLC immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Software user or provide false identity information to gain access to or use the Software. You will not attempt to or use your access to the Software to knowingly interfere with or disrupt the integrity or performance of the Software or the data contained therein.
EXPORT RESTRICTIONS: THE SOFTWARE IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SOFTWARE. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
To receive Support Services, you must email email@example.com or post a case in My Account available on our website. Support Services will be provided for a commercially reasonable number of Support Incidents.
You acknowledge that the Software is dependent on availability of and proper performance of third party services, software, and internet technology, including salesforce.com, and we are not liable for performance issues or downtime of the Software to the extent caused by such technology. You are solely responsible for providing, at your own expense, all network access to the Software, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Software.
4. Intellectual Property Ownership
CODE ROBOT LLC and its licensors own all rights, title and interest, including all related Intellectual Property Rights, in and to the Software and the Content, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Software. The Code Robot name, the logo, and the product names associated with the Software are trademarks of CODE ROBOT LLC or third parties.
5. Fees, Billing, Renewal
Fees for the initial term of the Software are described in the associated Quote or Invoice. Any renewal charge for User-based licenses will be equal to the then-current number of total User licenses times the then-current fees. CODE ROBOT LLC can modify the prices by providing you at least 30 days prior notice before the next renewal term of the Agreement. CODE ROBOT LLC’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on CODE ROBOT LLC’s income. All amounts are quoted in and you must pay all amounts owed in U.S. Dollars.
CODE ROBOT LLC will issue an invoice to you shortly after the Effective Date and at least 30 days before the subsequent anniversary of the Subscription Start Date for renewal terms as specified in the Quote or Invoice. CODE ROBOT LLC may require you to pay for the Software with a valid credit card, and you hereby authorize us to charge such credit card for all Software for the initial subscription term and any renewal subscription term(s). Such charges shall be paid in advance, either annually or in accordance with any different billing frequency stated in the applicable Quote. If the Quote specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the Quote. Unless otherwise stated in the Quote, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. All payment obligations are non-cancelable and all amounts paid are nonrefundable. If you add Additional Users to the Software or allow use of the Software by more than the paid-for number of Users, CODE ROBOT LLC may invoice you for the additional applicable fees. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. You must provide CODE ROBOT LLC with complete and accurate billing and contact information.
In addition to any other rights granted to CODE ROBOT LLC herein, CODE ROBOT LLC reserves the right to suspend your access to and use of the Software if you fail to pay any undisputed amount owed on or before its due date. Overdue amounts are subject to a late charge of 1.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or CODE ROBOT LLC initiates termination of this Agreement, you will be obligated to pay the balance due on your account.
6. Term: Yearly Contracts
This Agreement commences on the Effective Date and will continue for an initial term of 1 year (“Initial Term”) from the Subscription Start Date specified in the associated CODE ROBOT LLC Quote or Invoice unless terminated earlier as allowed in this Agreement. Upon the expiration of the Initial Term, the term of this Agreement will automatically extend for successive terms of 1 year at CODE ROBOT LLC ‘s then-current fees, provided that either party may terminate this Agreement or reduce the number of seats, effective upon the expiration of the Initial Term or the then-current extension period, by notifying the other party in writing at least 30 business days prior to the expiration of the Initial Term or then-current extension term, as applicable. In the case of free trials, notifications provided through the Software indicating the remaining number of days in the free trial shall constitute notice of termination. CODE ROBOT LLC reserves the right to terminate any trial period, at any time without notice.
If you are in breach of this Agreement, CODE ROBOT LLC may suspend your access to and use of the Software until you have cured the breach. Additionally, either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach within 30 days after written notice of such breach. Upon the termination of this Agreement for any reason: (a) any amounts owed to CODE ROBOT LLC by you under this Agreement before such termination will become immediately due and payable; (b) each party will return to the other all property of the other party in its possession or control, and (c) CODE ROBOT LLC will terminate your access to or use of the Software. The rights and duties of the parties under Sections 1.3, 2, 4-13 and 15 will survive the termination or expiration of this Agreement.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
9. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, CODE ROBOT LLC AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE OR ANY CONTENT, AND THE SOFTWARE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CODE ROBOT LLC AND ITS LICENSORS.
10. Mutual Indemnification
You shall indemnify and hold CODE ROBOT LLC, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of, or in connection with a claim arising from or related to CODE ROBOT LLC ‘s access to, or possession, manipulation, processing, or use of the Customer Data or User Details as is necessary to provide the Software.
If any action is instituted by a third party against you based upon a claim that the Software, as provided, infringes a United States patent, copyright or trademark, then CODE ROBOT LLC will defend such action at its own expense on behalf of you and will pay all damages attributable to such claim which are finally awarded against you or paid in settlement of such claim. CODE ROBOT LLC may, at its option and expense, and as your exclusive remedy hereunder: (a) procure for you the right to continue using the Software; (b) replace or modify the Software so that it is no longer infringing but continues to provide comparable functionality; or (c) terminate this Agreement and your access to the Software and refund any amounts previously paid for the Software attributable to the remainder of the then-current term of this Agreement. CODE ROBOT LLC will have no liability to you for any infringement action that arises out of a breach of the terms and conditions of this Agreement by you or of the use of the Software (i) after it has been modified by you or a third party without CODE ROBOT LLC’s prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by CODE ROBOT LLC where the combination is the basis for the infringing activity. THIS SECTION SETS FORTH THE ENTIRE OBLIGATION OF CODE ROBOT LLC AND YOUR EXCLUSIVE REMEDY AGAINST CODE ROBOT LLC OR ANY OF ITS SUPPLIERS FOR ANY INFRINGEMENT CLAIM.
A party seeking indemnification under this Section will (a) give written notice of the claim promptly to the other party; (b) give the other party sole control of the defense and settlement of the claim; and (c) provide to the other party all available information and assistance.
11. Internet; Delays
YOU ARE SOLELY RESPONSIBLE FOR PROVIDING INTERNET ACCESS IN ORDER TO ACCESS AND USE THE SOFTWARE. THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CODE ROBOT LLC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
12. Limitation of Liability
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE FROM YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SOFTWARE, OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”).
The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Disclosure pursuant to this Section (iii) shall not render Confidential Information as non-confidential or remove such Confidential Information from the obligations of the confidentiality obligations set forth in this Section.
The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section.
This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all substantially all of the assets of a party, or (iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by Washington State law without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Software shall be subject to the exclusive jurisdiction of the state and federal courts located in Seattle, Washington USA. No text or information set forth on any other purchase order, preprinted form or document (other than an associated CODE ROBOT LLC quote or invoice, if applicable) shall modify the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between you and CODE ROBOT LLC. The failure of CODE ROBOT LLC to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by CODE ROBOT LLC in writing. This Agreement, together with any associated CODE ROBOT LLC quote or invoice, comprises the entire agreement between you and CODE ROBOT LLC and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein, including any previously executed electronic version of an CODE ROBOT LLC subscription agreement, commonly known as a clickthrough or EULA. All notices, required or permitted under this Agreement must be delivered in writing by courier, facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at its address set forth in this Agreement. Notice hereunder will be effective (a) upon receipt or 3 days after being deposited in the mail as required above with the postal authority of the receiving party’s country, whichever occurs sooner, or (b) if delivered by email, upon receipt of email if delivered by email with a fax confirmation sent on the same day. Any notice to CODE ROBOT LLC will be delivered to CODE ROBOT LLC, 113 Cherry St #78663, Seattle, WA 98104. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure.