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TERMS OF SERVICE


These Terms of Service (these “Terms”) describe your rights and responsibilities
with respect to your use of Coda’s mobile and/or web-based software platform
(the “Coda Platform”) and related services (the “Services”). “You” or “your” or
any variant thereof refers to you, if you are an individual entering into these
Terms on your own behalf, or the entity or other organization that you represent
in agreeing to these Terms. “Coda”, “We”, “our”, or “us” refers to Coda Project,
Inc. (or its successors or assigns).

These Terms and any Order Form(s) (defined below) and any and all applicable
supplemental terms incorporated by reference (including, without limitation, the
Developer Terms
⁠
, the
Packs Ecosystem Terms
⁠
) together form a binding “Agreement” between you and Coda. By signing up on
behalf of your entity or other organization, you represent and warrant that you
have all right, power, and authority to bind such entity or organization to the
Agreement.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE YOU UNDERSTAND EACH PROVISION. THESE
TERMS CONTAIN A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 17.13 (THE
“CLASS ACTION/JURY TRIAL WAIVER”) AND A MANDATORY ARBITRATION PROVISION IN
SECTION 17.12 (THE “ARBITRATION AGREEMENT”) THAT REQUIRES, UNLESS YOU OPT OUT
PURSUANT TO THE INSTRUCTIONS IN SECTION 17.12, THE EXCLUSIVE USE OF FINAL AND
BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND
US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE
TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO
SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL
AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS,
COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

By accessing or using the Services, or by clicking a button or checking a box
marked “I Agree” (or similar), you signify that you have read, understood, and
agree to be bound by these Terms, whether or not you are a registered user or
customer of the Services. If you subscribe to, or access or use the Services,
create a workspace, invite users to that workspace, or use or allow use of that
workspace after being notified of a change to these Terms, you acknowledge your
understanding of the then-current Agreement and signify that you have read,
understood, and agree to be bound by the Agreement on behalf of such
organization. Please make sure you have the necessary authority to enter into
the Agreement on behalf of yourself or the applicable entity or organization you
represent before proceeding. We reserve the right to modify these Terms in our
sole discretion.

Rights and Responsibilities of Coda.

Coda Platform. Coda will host and maintain the Coda Platform, on servers
operated and maintained by or at the direction of Coda.

Right to Monitor. Coda will have the right to review and monitor all use of the
Coda Platform to ensure compliance with the terms of the Agreement.

Support. Coda will provide reasonable technical support.

Your Responsibilities.

Set-Up. You will cooperate in setting up the Coda Platform as reasonably
requested by Coda. You will maintain accurate and up-to-date account credentials
and contact and notice information.

Access. You will be responsible for obtaining and maintaining, at your expense,
all the necessary computer hardware, software, modems, connections to the
internet and other items required to access the Coda Platform.

Account. Your account to access the Services (your “Account”) gives you access
to the Services and other functionality that we may establish and maintain from
time to time and in our sole discretion. We may maintain different types of
Accounts for different types of users, which may include Accounts for free use
of the Services or Accounts for paid aspects of the Services. Details of these
types of Accounts are set forth on our pricing page (located
here
⁠
). By connecting to Coda via a third-party service (e.g., Google, Apple, or
Microsoft sign-in), you give us permission to access and use your information
from that service, as permitted by that service, and to store your account and
log-in credentials for that service.

When creating your Account, you must provide accurate and complete information,
and you must keep this information up to date. You are solely responsible for
the activity that occurs on your Account, and you must keep your Account
password secure. You are responsible for all credentials (including usernames
and passwords) for all your Accounts, including administrator Accounts and
Accounts of your Authorized Users (as defined below). We encourage you to use
“strong” passwords with your Accounts. You must notify us immediately of any
breach of security or unauthorized use of your Account. We will not be liable or
responsible for any losses, damages, or liability caused by any unauthorized use
of your Account.

Managing Settings. You may control your profile and how you interact with the
Services by changing the settings in your Account. By providing us with your
email address you consent to our using the email address to send you
Services-related notices, including any notices required by law, in lieu of
communication by postal mail. We may also use your email address to send you
other messages, including updates regarding features of the Services, special
offers, and other marketing messages. If you do not want to receive such email
messages, you may opt out or change your preferences in your Account. Opting out
may prevent you from receiving email messages regarding updates, improvements,
or offers.

General Provisions

Subscriptions. A subscription allows you and your Authorized Users to access the
Services. A subscription may be procured through the Services interface, or in
some cases, via an order form entered into between you and Coda (each, an “Order
Form”). Subscriptions commence when we make the Services available to you and
continue for the term set forth in the Services interface (typically located in
your Account page or dashboard) or as set forth in the Order Form, as applicable
(the “Subscription Period”).

Developmental Offerings. From time to time, we may look for testers to help us
test and trial our developmental products, services, updates, or features. Any
of the foregoing will be identified as “beta” or “pre-release,” or words or
phrases with similar meanings (each, a “Developmental Offering”). Developmental
Offerings are made available on an “as is,” and “as available" basis and, to the
extent permitted under applicable law, without any warranties or contractual
commitments. You are not required to participate in testing or trialing any
Developmental Offerings, and you do so at your own discretion and risk.

Feedback. You and your Authorized Users may choose to, or we may invite you and
them to, submit comments, feedback, or ideas about the Services, including
without limitation, about how to improve the Services or any of our other
products (“Feedback”). By submitting any Feedback, you agree that such
disclosure is gratuitous, unsolicited, and without restriction and will not
place us under any fiduciary or other obligations, and that we are free to use
the Feedback without any additional compensation, whether to you, any Authorized
User, or anyone else, and we are free to disclose the Feedback on a
non-confidential basis or otherwise to anyone. You further acknowledge that, by
acceptance of the Feedback, we do not waive any rights to use similar or related
ideas previously known to us, or developed by our personnel, or obtained from
sources other than you or your Authorized Users.

Changes to the Services. Subject to the terms of the Agreement, you acknowledge
and agree that we may modify or discontinue all or any part of the Services,
temporarily or permanently, including, without limitation, any programs,
platforms, tools, marketplace, galleries, or extensions, that we make available
in connection therewith, including, for example, termination or suspension of
access to and use of the Developer Platform and our Referral Program at any time
and for any reason, with or without prior notice. Upon such termination or
suspension for any reason or no reason, you continue to be bound by the
Agreement.

Disputes with Other Parties. You are solely responsible for your interactions
with our other users, developers, partners, and their authorized users. We
reserve the right, but have no obligation, to monitor and moderate disputes
between you and other users and participants on the Services. We shall have no
liability for such interactions, or for any action or inaction of another user,
developer, partner, and their authorized users.

Access to the Coda Platform.

Our License to You. Subject to the terms and conditions of the Agreement, during
the applicable Subscription Period, we grant you a limited, non-exclusive,
non-transferable, worldwide, freely revocable license to access and use, and to
permit your Authorized Users to access and use, the Services for your own
internal business purposes. We may terminate this license at any time at our
discretion. For Purposes of the Agreement, “Authorized User” means an individual
authorized by you to access the Services. Upon written notice to Coda, you may
permit your Affiliates to use the Coda Platform, in which case the Affiliate
will be considered an Authorized User hereunder. You are responsible for all of
the acts or omissions of your Authorized Users, and any Affiliates and its and
their respective Authorized Users. For purposes of the Agreement, “Affiliate”
means any entity that directly or indirectly controls, is controlled by, or is
under common control with you, where “control” means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of an entity, whether through the ownership of voting securities, by
contract, or otherwise, to use the Coda Platform. You must comply with the
Agreement and ensure that your Authorized Users comply with the Agreement. We
may review conduct for compliance purposes, but we have no obligation to do so.
The Services are not intended for and should not be used by anyone under the age
of 13. You must ensure that all Authorized Users are over 13 years old. You will
(a) inform Authorized Users of all relevant policies and practices that are
relevant to their use of the Services and of any settings that may impact the
processing of User Content (as defined below); and (b) obtain all rights,
permissions or consents from Authorized Users and any personnel that are
necessary to grant the rights and licenses in the Agreement and for the lawful
use and transmission of User Content and the operation of the Services. Each
Authorized User must have its own unique user account and may not share its user
account with any other person.

To the extent that we may make other software, software components or other
tools available, via a marketplace, gallery, stores or other channels, as part
of the Services, we grant to you a non-sublicensable, non-transferable,
non-exclusive, limited license for you and your Authorized Users to use the
object code version of these components, but solely as necessary to use the
Services and in accordance with the Agreement. All of our rights not expressly
granted by this license are hereby retained.

Use Restrictions. Except to the extent expressly permitted in the Agreement, you
and your Authorized Users will not, and will not permit any third party to: (i)
use the Coda Platform; (ii) modify or create any derivative work of any part of
the Coda Platform; (iii) market, sublicense, publish, distribute, reproduce,
assign, transfer, rent, lease or loan the Coda Platform; (iv) decompile, reverse
engineer, disassemble or otherwise determine or attempt to determine source code
(or the underlying ideas, algorithms, structure or organization) of any object
code contained in the Coda Platform; or (v) use the Coda Platform for commercial
time-sharing or service bureau use.

Reservation of Rights. We own and will continue to own the Services, including
all related intellectual property and other proprietary rights related to the
Services. Coda reserves all rights to the Coda Platform not otherwise expressly
granted in this Section 4.

User Content

License to User Content. In connection with your use of the Coda Platform, you
and your Authorized Users may upload and/or create certain content to and
through the Coda Platform, including videos, images, music, comments, questions,
documents, spreadsheets, and any other content submitted, posted, displayed,
provided or otherwise made available by you and your Authorized Users through
the Services (“User Content”). User Content may also contain information that
identifies, relates to, describes, is reasonably capable of being associated
with, or could reasonably be linked, directly or indirectly, with a particular
natural person (such information, “Personal Data”). As between Coda and you, you
own and retain any and all rights to User Content and no ownership rights are
transferred to Coda under the Agreement. You hereby grant, and represent and
warrant that you have all rights necessary to grant (including, without
limitation, any necessary consents and authorizations from individual persons
identified in the User Content and licenses from third-parties whose content is
included in the User Content), to Coda a non-exclusive, royalty-free,
sublicensable, transferable, perpetual, irrevocable, worldwide license to use,
host, process, store, reproduce, analyze, transmit, archive, modify, publish,
list information regarding, translate, distribute, publicly perform, publicly
display, and make derivative works of all such User Content, in whole or in
part, and in any form, media, or technology, whether now known or hereafter
developed, for use in connection with Coda’s provision of the Services and as
otherwise described hereunder.

Your Responsibilities for User Content. We are not responsible for any User
Content or the way you or your Authorized Users choose to use the Services to
store or process any User Content, and you acknowledge and agree that Coda is
acting only as a passive conduit for your and your Authorized Users’ online
distribution of such User Content. You represent and warrant that: (i) you have
obtained and/or created the User Content lawfully, and the User Content does not
and will not violate any applicable laws or any person’s or entity's proprietary
or intellectual property rights; (ii) the User Content is free of all viruses,
Trojan horses, and other elements that could interrupt or harm the Coda
Platform; (iii) you are solely responsible for ensuring compliance with all
privacy laws in all jurisdictions that may apply to User Content provided
hereunder; (iv) Coda may host, use, process, transmit, and otherwise exercise
any license and rights to User Content granted hereunder without liability or
cost to any third party; and (v) the User Content complies with the terms of
Coda’s publishing and acceptable use policies. If we believe there is a
violation of the Agreement that can be remedied by your removal of certain User
Content, we will, in most cases, ask you to take direct action rather than
intervene. However, to the extent legally permissible, we reserve the right to
take further appropriate action when we deem it reasonably appropriate,
including, if we believe there is a credible risk of harm to us, the Services,
other users, or any third parties. Unless otherwise agreed to in writing, you
should not submit any User Content that includes a social security number,
passport numbers, driver’s license number, or similar identifier, credit card or
debit card number, or any other information which may be subject to specific or
restrictive and heightened privacy and security laws including, without
limitation, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability
and Accountability Act (HIPAA), the Health Information Technology for Economic
and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act
of 1974 (FERPA), the Children's Online Privacy Protection Act (COPPA). We do not
make any representations as to the adequacy of the Service to process User
Content or to satisfy any legal or compliance requirements which may apply to
User Content, other than as expressly described herein.

Account and Usage Data. User Content does not include log-in credentials,
billing information and other User account information processed in connection
with providing the Coda Platform and Services (“Account Data”), nor does User
Content include usage data, analytics, error resolution data, or any other data
relating to the operation, use and/or performance of the Coda Platform (“Usage
Data”). Account Data, which may include Personal Data, and Usage Data is
processed by Coda in accordance with its Privacy Policy which is currently
located at
https://coda.io/trust/privacy.
⁠
⁠

Publishing. From time to time, you or your Authorized Users may, in your or
their sole discretion, elect to make certain User Content publicly available on
the Coda Platform, including in the form of published documents, templates,
websites, forms, and surveys (collectively, “Published Content”). Any Published
Content must comply with Coda’s Publishing Policies (currently available at
https://coda.io/publishing-policies
⁠
). With respect to Published Content, you hereby grant to Coda a perpetual,
irrevocable, fully transferable and sublicensable (through multiple tiers),
worldwide, non-exclusive, royalty-free license: (i) to reproduce, electronically
distribute, transmit, have transmitted, perform, display, store, and archive any
Published Content; and (ii) to make, have made, copy, modify, make derivative
works of, use, sell, import, and otherwise distribute any such Published Content
under all applicable laws and to permit others to do the same.

Data Processing Addendum. To the extent that: (i) User Content contains any
Personal Data that is subject to US Data Protection Laws or European Data
Protection Laws (including the GDPR, UK Data Protection Laws or Swiss DPA) and
(ii) Coda Processes such Personal Data on your behalf, the provisions of the
Data Processing Addendum
⁠
shall apply to the Processing of such Personal Data. For the purposes of this
Section 5.5, the terms “Personal Data”, “Process”, “US Data Protection Laws”,
“European Data Protection Laws”, “GDPR”, “UK Data Protection Laws” and “Swiss
DPA” have the meanings given to them in the DPA.

Acceptable Use

Publishing Policies. Without limiting the generality of anything in the
Agreement, including in this Section 6, your use of the Services is subject to
our Publishing Policies, currently located at
https://coda.io/publishing-policies
⁠
, as may be amended from time to time, the terms of which are hereby
incorporated by reference.

Technical Restrictions. You agree not to engage in any of the following
prohibited activities: (i) copying, distributing, or disclosing any part of the
Services in any medium, including without limitation by any automated or
non-automated “scraping”; (ii) using any automated system, including without
limitation “robots,” “spiders,” “offline readers,” etc., to access the Services
in a manner that sends more request messages to the servers hosting the Services
than a human can reasonably produce in the same period of time by using a
conventional on-line web browser; (iii) transmitting spam, chain letters, or
other unsolicited email; (iv) attempting to interfere with, compromise the
system integrity or security or decipher any transmissions to or from the
servers running the Services; (v) taking any action that imposes, or may impose
in our sole determination an unreasonable or disproportionately large load on
our infrastructure; (vi) uploading invalid data, viruses, worms, or other
software agents through the Services; (vii) collecting or harvesting any
personally identifiable information, including account names, from the Services;
(viii) using the Services for any commercial solicitation purposes; (ix)
impersonating another person or otherwise misrepresenting your affiliation with
a person or entity, conducting fraud, hiding or attempting to hide your
identity; (x) interfering with the proper working of the Services; (xi)
accessing any content on the Services through any technology or means other than
those provided or authorized by the Services; (xii) bypassing the measures we
may use to prevent or restrict access to the Services, including without
limitation, features that prevent or restrict use or copying of any content or
enforce limitations on use of the Services or the content therein; or (xiii)
removing any proprietary notices or labels from the Services.

Accessing any audiovisual content that may be available on the Services for any
purpose or in any manner other than Streaming is expressly prohibited unless
explicitly permitted by the functionality of the Services. “Streaming” means a
contemporaneous digital transmission of an audiovisual work via the Internet
from the Services to an Authorized User’s device in such a manner that the data
is intended for real-time viewing and not intended to be copied, stored,
permanently downloaded, or redistributed by the Authorized User.

User Content Restrictions. You agree not to submit any User Content that: (i)
may create a risk of harm, loss, physical or mental injury, emotional distress,
death, disability, disfigurement, or physical or mental illness to you, to any
other person, or to any animal; (ii) may create a risk of any other loss or
damage to any person or property; (iii) seeks to harm or exploit children by
exposing them to inappropriate content, asking for personally identifiable
details or otherwise; (iv) may constitute or contribute to a crime or tort; (v)
contains any information or content that we deem to be unlawful, harmful,
abusive, racially or ethnically offensive, defamatory, infringing, invasive of
personal privacy or publicity rights, harassing, humiliating to other people
(publicly or otherwise), libelous, threatening, profane, obscene, or otherwise
objectionable; (vi) contains any information or content that is illegal
(including, without limitation, the disclosure of insider information under
securities law or of another party’s trade secrets); (vii) contains any
information or content that you do not have a right to make available under any
law or under contractual or fiduciary relationships; (viii) contains any
information or content that you know is misleading, incorrect or not current; or
(ix) to the extent applicable, violates any school or other applicable policy,
including those related to cheating or ethics.

You agree that any User Content that you or your Authorized Users post does not
and will not violate third-party rights of any kind, including without
limitation any intellectual property rights or rights of privacy. To the extent
that User Content contains music, you hereby represent that you are the owner of
all the copyright rights, including without limitation the performance,
mechanical, and sound recordings rights, with respect to each and every musical
composition (including lyrics) and sound recording contained in such User
Content and have the power to grant the license granted below. To the extent
legally permissible, we reserve the right, but are not obligated, to reject
and/or remove any User Content that we believe, in our sole discretion, violates
any of these provisions. You understand that publishing your User Content on the
Services is not a substitute for registering it with the U.S. Copyright Office,
the Writer’s Guild of America, or any other rights organization.

Open Source Software. The Services make use of components subject to the terms
and conditions of "open source" software (“OSS”) licenses; see
Open Source Licenses
⁠
for more details. In addition, certain code distributed in and as part of the
Platform may be licensed under or include components subject to OSS licenses. If
applicable, we will identify any OSS included or distributed in, through, or as
part of the Platform. Such OSS licenses may grant you additional rights to the
OSS code itself and allow you to use the OSS outside of the Platform.
Notwithstanding the foregoing, any use of OSS as part of the Platform must be in
compliance with the Agreement (including the
Developer Guidelines
⁠
).

Payment Obligations; Taxes

Payment Terms. If you purchase a subscription to use the Services, fees are
specified through the Services interface or in the Order Form(s) and must be
paid in advance. Payment obligations are non-cancelable and, except as expressly
stated in the Agreement, fees paid are non-refundable. For clarity, in the event
you downgrade any subscriptions from a paid plan to a free plan, you will remain
responsible for any unpaid fees under the paid plan, and Services under the paid
plan will be deemed fully performed and delivered upon expiration of the initial
paid plan subscription term. If we agree to invoice you by email, full payment
must be received within thirty (30) days from the invoice date. Overdue payments
will be subject to interest at the rate of 1.5% per month, or the maximum
allowable under applicable law, whichever is less.

Taxes. Fees are stated exclusive of any taxes, levies, duties, or similar
governmental assessments of any nature, including, for example, value-added,
sales, use or withholding taxes, assessable by any jurisdiction (collectively,
“Taxes”). You will be responsible for paying all Taxes associated with your
purchases, except for those taxes based on our net income.

Billing Policies. If you elect to purchase a subscription to use our Services,
or certain other paid aspects of the Services, you agree to the pricing
communicated to you by us in the Order Form(s) or otherwise as part of the
Services. Coda may add new services for additional fees and charges, or add or
amend fees and charges for existing services, at any time in Coda’s sole
discretion, by giving you at least 30 days' written notice (to the extent
applicable), such increase to take effect at the beginning of the next billing
cycle. In certain circumstances, we may be required to modify fees based on
direction from a third party, in which case, we will use commercially reasonable
efforts to notify you within such period. If you do not wish to accept the price
increase, you may give notice to terminate the Agreement, by giving at least 30
days' written notice to us, such notice to expire no later than the end of the
then-current billing cycle. The fees will not increase during the notice period;
otherwise, any change to such pricing shall become effective in the billing
cycle following notice of such change as provided under the Agreement. If
pricing is communicated to you through an Order Form, Subscription Fees are
subject to change upon the first day of each Renewal Period. The access granted
in the Agreement will not extend to the use of the Coda Platform beyond the
specific programs or modules, or number of User Seats, authorized and paid for
in accordance with the Services interface, Order Form or added in connection
with True Ups. Coda reserves the right to suspend, disable access to, or
terminate, in part or in whole, your Account, or bill you for additional fees,
in the event that you are (or are reasonably suspected of) abusing, misusing,
exploiting, or otherwise circumventing any billing or pricing policy mechanics
(including with respect to and free or unpaid accounts, evaluations, trials,
betas, account credits, or Maker billing). Notwithstanding the foregoing,
billing of Packs purchased through the Services are governed by the
Packs Ecosystem Terms
⁠
.

Payment Information. To the extent we offer any Services for a fee or other
payment, you represent and warrant that: (a) any account, order, and payment
method information you supply to us or our service provider(s), as applicable,
is true, correct, and complete; (b) you are duly authorized to use such payment
method; (c) you will pay any charges that you incur in connection with the
Services, including any applicable taxes; (d) charges incurred by you will be
honored by your payment method company; (e) you will pay all charges incurred by
you at the posted prices, including all applicable taxes, if any; (f) you will
not allow anyone else to use your subscription; (g) you will not transfer your
subscription or password to anyone else; and (h) you will report to us any
unauthorized or prohibited access or use of your subscription or password.

If any of your account, order, or payment method information changes, you agree
to promptly update this information, so that we or our service provider(s) may
complete your transactions and contact you as needed. We are not liable for any
unauthorized use of your credit card, debit card, or other payment method by a
third-party in connection with your use of the Services or your subscription.

Intellectual Property Rights; Ownership. Except for User Content, as between you
and Coda, the Services, Coda Platform, the Developer Platform, Usage Data, any
derived analytics, statistics and other data derived from User Content in
aggregate or de-identified form, any changes, corrections, bug fixes,
enhancements, updates and other modifications thereto, and all materials therein
or transferred thereby, including without limitation software, images, text,
graphics, illustrations, logos, patents, trademarks, service marks, copyrights,
photographs, audio, videos, music, and User Content belonging to, and Packs
developed by, Coda and other users (“Coda Content”), and all intellectual
property rights related thereto, are the exclusive property of Coda or Coda’s
licensors or such other third parties, including other users of the Services who
may provide or transmit User Content to the Services). Except as explicitly
provided herein, nothing in the Agreement shall be deemed to create a license in
or under any such intellectual property rights, and you agree not to sell,
license, rent, modify, distribute, copy, reproduce, transmit, publicly display,
publicly perform, publish, adapt, edit or create derivative works from any of
Coda Content. Use of Coda Content for any purpose not expressly permitted by the
Agreement is strictly prohibited. Coda does not claim ownership of any Packs (as
defined below) that you may create through the Developer Platform or any Packs
developed by other users.

Developers; Packs Ecosystem

Developer Platform. As part of the Coda Platform, Coda may offer you access to
our developer tools and platform, including our application programming
interface(s) (“API”), API keys, command line tools, sample code, access tokens,
software development kits, and other related tools as may be made available by
us from time to time (collectively, the “Developer Platform”). The Developer
Platform is part of the Coda Platform and your use of the Developer Platform is
subject to the additional terms set forth in the
Developer Terms
⁠
, as may be modified by Coda from time to time, and are incorporated by
reference into the Agreement.

Packs Ecosystem. As part of your use of the Coda Platform, you may have access
to third-party services, applications, integrations, code, plugins, content, or
extensions that are developed and offered by third parties to be used with the
Coda Platform (“Packs”). Packs may be made available to you via a marketplace,
Coda’s Gallery, or such other methods or venues as Coda may designate from time
to time. Your purchase, installation, or use of Packs is governed by the
Packs Ecosystem Terms
⁠
.

WARRANTY DISCLAIMER. CODA MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, WITH RESPECT TO THE CODA PLATFORM OR ANY OTHER MATERIAL PROVIDED
HEREUNDER. CODA SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR
A PARTICULAR PURPOSE AND NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING
OR USAGE OR TRADE, AND OF UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE SERVICE,
AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY
LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE CODA PLATFORM IS PROVIDED ON AN
AS-IS, AS AVAILABLE BASIS.

Term; Termination

Term; Renewal. The Agreement remains effective until all Subscription Periods
ordered under the Agreement have expired or been terminated or the Agreement
itself terminates. Termination of the Agreement will terminate all subscriptions
and all Order Forms. Unless otherwise set forth in an Order Form, (a) all
Subscription Periods automatically renew for additional periods equal to one (1)
year or the preceding term, whichever is shorter; and (b) the per-unit pricing
during any automatic renewal term will be the then-current price communicated to
you or will be the current rate established on your account. Your subscription
will automatically renew each term unless and until you give notice to Coda of
non-renewal at least thirty (30) days before the end of a Subscription Period.
Any notice of cancellation must be submitted on your account page or in writing
and sent to support@coda.io and will be effective for the following Subscription
Period. You acknowledge and agree that unless and until you notify Coda of your
non-renewal or cancelation, your subscription and all corresponding fees will
automatically renew and you authorize Coda (or Coda’s third-party payment
provider) to charge you the applicable subscription fees, using any eligible
payment method that Coda has on record for you, without any further notice to
you, unless required by applicable law.

Termination for Cause. We may terminate the Agreement on notice to you upon your
breach of the Agreement if such breach is not cured within thirty (30) days
after the receipt of notice of the breach (or immediately in the event such
breach is incurable within such period or such breach is repeated). You are
responsible for your Authorized Users, including for any breaches of the
Agreement caused by your Authorized Users. We may terminate the Agreement
immediately on notice to you if we reasonably believe that the Services are
being used by you or your Authorized Users in violation of applicable law.

Termination Without Cause. You may terminate a free subscription immediately
without cause. We may also terminate the Agreement without cause, but we will
provide you with thirty (30) days’ prior written notice.

Effect of Termination. Upon any termination for cause by us, you will pay any
unpaid fees covering the remainder of the Subscription Period of those
subscriptions after the effective date of termination. In no event will any
termination relieve you of the obligation to pay any fees payable to us for the
Subscription Period prior to the effective date of termination. Upon any
suspension or termination of the Agreement or your access to the Services, you
must cease use thereof and, at our request, return or destroy all of our
Confidential Information in your possession or control.

Survival. Any section of the Agreement that, by its terms or its nature, should
survive the termination or expiration of the Agreement shall so survive,
including but not limited to Sections 3.3, 5.1, 5.4, 7, 8, 11.4, this 11.5, and
12 through 17.

Copyright Policy; DMCA.

We respect artist and content owner rights and it is our policy to respond to
alleged infringement notices that comply with the Digital Millennium Copyright
Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied
in a way that constitutes copyright infringement and is accessible via the
Services, please notify our copyright agent as set forth in the DMCA by
completing this
form
⁠
.

Coda’s agent for receiving notifications of claimed infringement:

Coda Copyright Agent

Coda Project, Inc.

888 Villa Street, Floor 4

Mountain View, CA 94041

Phone: 888-573-2632

Email:
ip@coda.io
⁠
⁠

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS
INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL
PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES. Please
note that this procedure is exclusively for notifying us and our affiliates that
your copyrighted material has been infringed. The preceding requirements are
intended to comply with our rights and obligations under the DMCA, including 17
U.S.C. §512(c), but do not constitute legal advice. It may be advisable to
contact an attorney regarding your rights and obligations under the DMCA and
other applicable laws. In accordance with the DMCA and other applicable law, we
have adopted a policy of terminating the accounts of users who are deemed to be
repeat infringers. We may also at our sole discretion limit access to the
Services and/or terminate subscriptions of any user who infringes any
intellectual property rights of others, whether or not there is any repeat
infringement.

Additional Terms for Particular Types of Users

U.S. Government. If you are a U.S. government or U.S. public entity (or use of
the Services is for the U.S. Government), the terms in this section apply.

Use By or For the U.S. Government. The Services are a “commercial item,” as
defined at 48 C.F.R. §2.101, and constitute “commercial computer software” and
“commercial computer software documentation,” as used in 48 C.F.R. §12.212 or 48
C.F.R. §227.7202 to §227.7204. This commercial computer software is provided to
end users for use, by and on behalf of the U.S. Government, with only those
rights as are granted to all other end users pursuant to the terms and
conditions herein.

Indemnification, Auto-Renewal, Venue, Legal Fees: The sections in the Agreement
titled “Governing Law; Venue,” Term; Renewal,” “Class Action/Jury Trial Waiver,”
and “Indemnification” are hereby waived to the extent they are inconsistent with
federal law.

No Endorsement: We agree that your seals, trademarks, logos, service marks,
trade names, and the fact that you may have a presence on our Services, will not
be used by us in such a manner as to state or imply that our products or
services are endorsed, sponsored or recommended by you or by any other element
of the U.S. Government, or are considered by you or the U.S. Government to be
superior to any other products or services. Except for pages which design and
content are under the control of you, or for links to or promotion of such
pages, we agree not to display any of your government seals, trademarks, logos,
service marks, and trade names on our homepage or elsewhere on one of our hosted
sites unless permission to do so has been granted by you or by other relevant
federal government authority. We may list your name in a publicly available
customer list or elsewhere so long as the name is not displayed in a more
prominent fashion than that of any other third party name.

State or Local Government Users. If you are a state or local government, the
terms in this section apply, but only to the extent the Services are being used
in an Authorized User’s official capacity as a state or local government
official. The sections in the Agreement titled “Governing Law; Venue,” “Class
Action/Jury Trial Waiver” and “Indemnification” will not apply to you only to
the extent your jurisdiction’s laws prohibit you from accepting the requirements
in those sections.

Healthcare Users. If you are a "Covered Entity” as defined in the Health
Insurance Portability and Accountability Act and related amendments and
regulations as updated or replaced (“HIPAA”), unless you have entered into a
written agreement with us to the contrary, you acknowledge that we are not a
Business Associate or subcontractor (as defined in HIPAA) and that the Services
are not HIPAA compliant. You must not submit, collect or use any “personal
health information” as defined in 45 CFR §160.103 (“PHI”), with or to the
Services. Further, we suggest that you advise your Authorized Users directly
that they should not transmit PHI through the Services. You agree that we have
no liability for PHI received from you or your Authorized Users, notwithstanding
anything to the contrary herein, and you shall indemnify us with respect to any
claims related to any PHI or HIPAA to the extent that you have violated the
terms of this section.

Education Professional Users. If you are a school or educator in the United
States and want your students, who are over the age of 13, to use the Services,
you are responsible for complying with the U.S. Family Educational Rights and
Privacy Act (“FERPA”) and all other law, rules, and regulations protecting the
privacy of student data which may be applicable to you. Unless otherwise agreed
to in writing, you may not submit Personal Data which contains personal
information from a student’s educational record, as defined by FERPA. You are
responsible for obtaining all necessary consents, if applicable, before
permitting your Authorized Users, including any students, to submit information
through the Services.

U.S. Export Restrictions. The Services may be subject to export restrictions by
the United States government and import restrictions by certain foreign
governments, and you agree to comply with all applicable export and import laws
and regulations in your use thereof. You and your Authorized Users shall not
(and shall not allow any third party to) remove or export from the United States
or allow the export or re-export of any part of the Services or any direct
product thereof: (a) into (or to a national or resident of) any embargoed or
terrorist-supporting country; (b) to anyone on the U.S. Commerce Department's
Denied Persons, Entity or Unverified Lists or the U.S. Treasury Department's
list of Specially Designated Nationals and Consolidated Sanctions list
(collectively, “Prohibited Persons”); (c) to any country to which such export or
re-export is restricted or prohibited, or as to which the United States
government or any agency thereof requires an export license or other
governmental approval at the time of export or re-export without first obtaining
such license or approval or (d) otherwise in violation of any export or import
restrictions, laws or regulations of any United States or foreign agency or
authority. You hereby represent and warrant that (i) you are not located in,
under the control of or a national or resident of any such prohibited country
and (ii) you are not a Prohibited Person nor owned, controlled by or acting on
behalf of a Prohibited Person. You agree not to use the Services for any
prohibited end use, including to support any nuclear, chemical or biological
weapons proliferation, or missile technology, without the prior permission of
the United States government.

Confidentiality

Confidential Information. From time to time during the Term, either party may
disclose information to the other, which, (i) if in written, graphic, machine
readable or other tangible form is marked “Confidential” or “Proprietary” or
which, if disclosed orally or by demonstration, is identified at the time of
disclosure as confidential and reduced to a writing marked “Confidential” and
delivered to the receiving party within thirty (30) days of such disclosure; or
(ii) by the nature of the circumstances surrounding the disclosure, ought in
good faith to be treated as confidential (collectively, the “Confidential
Information”). Notwithstanding any failure to so identify them, all technology
or proprietary information underlying the Coda Platform will be deemed
Confidential Information of Coda, and the User Content will be deemed your
Confidential Information.

Nondisclosure. Each party (each a “Receiving Party”) agrees that it will use and
reproduce the Confidential Information of the other party (the “Disclosing
Party”) only for purposes of exercising its rights and performing its
obligations under the Agreement; will restrict disclosure of such Confidential
Information to the Receiving Party’s employees, consultants, or advisors who
have a need to know; and will not disclose such Confidential Information to any
third party without the prior written approval of the Disclosing Party. The
foregoing obligations will be satisfied by the Receiving Party through the
exercise of at least the same degree of care used to restrict disclosure and use
of its own information of like importance, but not less than reasonable care.
All third parties to whom the Receiving Party discloses Confidential Information
must be bound by obligations of confidentiality and non-use at least as
protective of such information as the Agreement. Notwithstanding the foregoing,
it will not be a breach of the Agreement for the Receiving Party to disclose
Confidential Information if compelled to do so under law, in a judicial or other
governmental investigation or proceeding; provided that, to the extent permitted
by law, the Receiving Party has given the Disclosing Party prior notice to
permit the Disclosing Party a reasonable opportunity to object to and/or limit
the judicial or governmental requirement to disclosure. If the Receiving Party
is compelled by law to access or disclose the Disclosing Party’s Confidential
Information, the Disclosing Party will reimburse the Receiving Party for its
reasonable cost of compiling and providing access to such Confidential
Information as well as the reasonable cost for any support provided in
connection with the Disclosing Party seeking a protective order or confidential
treatment for the Confidential Information to be produced.

Exceptions. Confidential Information excludes information that: (i) was in the
public domain at the time it was disclosed or has entered the public domain
through no fault of the Receiving Party; (ii) was known to the Receiving Party,
without restriction, at the time of disclosure, as demonstrated by files in
existence at the time of disclosure; (iii) is disclosed with the prior written
approval of the Disclosing Party; (iv) was independently developed by the
Receiving Party without any use of the Confidential Information, as demonstrated
by files created at the time of such independent development; (v) becomes known
to the Receiving Party, without restriction, from a source other than the
Disclosing Party without breach of the Agreement by the Receiving Party and
otherwise not in violation of the Disclosing Party’s rights; or (vi) is
disclosed generally to third parties by the Disclosing Party without
restrictions similar to those contained in the Agreement.

Limitation of Liability.

MAXIMUM AGGREGATE LIABILITY. IN NO EVENT WILL CODA’S OR CODA’S AFFILIATES’,
AGENTS’, DIRECTORS’, EMPLOYEES’, CONTRACTORS’, SUPPLIERS’ OR LICENSORS’
(COLLECTIVELY, “CODA REPRESENTATIVES”) AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY
OF LIABILITY) EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU HEREUNDER
IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY AND
(B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING WILL NOT LIMIT YOUR PAYMENT
OBLIGATIONS UNDER SECTION 7 ABOVE.

EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT WILL CODA OR ANY CODA REPRESENTATIVES
BE LIABLE FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, COVER EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED,
ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE USE OF, OR INABILITY TO USE
THE SERVICES, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT, NEGLIGENCE, TORT,
STRICT LIABILITY, WARRANTY OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER
OR NOT YOU OR THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL CODA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY
RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE
SERVICES, ANY USER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

CODA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE
WHATSOEVER, RESULTING FROM USER’S ACCESS TO OR USE OF THE SERVICES; (III) ANY
UNAUTHORIZED ACCESS TO OR USE OF CODA’S SECURE SERVERS AND/OR ANY AND ALL
PERSONAL DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION
TO OR FROM THE PLATFORM OR OTHER SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES,
OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR OTHER SERVICES
OR PACKS BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR
ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,
EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND
(VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD
PARTY.

EXCLUSIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
CERTAIN TYPES OF WARRANTIES OR DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS
SPECIFIC LEGAL RIGHTS, AND YOU AND YOUR AUTHORIZED USERS MAY ALSO HAVE OTHER
RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS
AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. The
provisions of this “Limitation of Liability” section allocate the risks under
the Agreement between the parties, and the parties have relied on these
limitations in determining whether to enter into the Agreement and the pricing
for the Services.

Indemnification. You agree to defend, indemnify and hold harmless Coda and all
Coda Representatives from and against any and all claims, suits, actions,
damages, settlements, obligations, losses, liabilities, costs or debt, and
expenses (including but not limited to attorney’s fees) arising from: (a) you
and your Authorized Users’ use of and access to the Services or Third Party
Packs, including any User Content or other content transmitted or received by
you or your Authorized Users; (b) your violation or alleged violation of any
term of the Agreement, including without limitation any breach of your
representations and warranties herein; (c) your or any of your Authorized Users’
violation of any third-party right, including without limitation any right of
privacy or intellectual property rights; (d) your or any of your Authorized
Users’ violation of any applicable law, rule or regulation; (e) User Content or
any content that is submitted via your or any of your Authorized Users’
accounts, including without limitation misleading, false, or inaccurate
information; (f) your or any of your Authorized Users’ gross negligence, fraud,
or willful misconduct; (g) any other party’s access and use of the Services with
your or any of your Authorized Users’ unique usernames, passwords or other
appropriate security codes (provided that such access and use was not solely and
specifically Coda’s fault). Coda may, at its own expense, participate in the
defense and settlement of any claim with its own counsel, and you agree that you
shall not settle a claim without Coda’s prior written consent (not to be
unreasonably withheld).

Miscellaneous

Relationship of the Parties; No Third Party Beneficiaries The parties hereto are
independent contractors and will have no right to assume or create any
obligation or responsibility on behalf of the other party. Neither party will
hold itself out as an agent of the other party. The Agreement will not be
construed to create or imply any partnership, agency, joint venture or formal
business entity of any kind. There are no third party beneficiaries to the
Agreement; a person who is not a party to the Agreement may not enforce any of
its terms under any applicable law.

Assignment. You may not assign, sublicense, delegate or otherwise transfer any
of your rights or obligations under the Agreement without our prior written
consent. Coda may assign, sublicense, delegate, subcontract or otherwise
transfer any of our rights or obligations under the Agreement without
restriction. Any permitted assignment of the Agreement will be binding upon and
enforceable by and against the parties’ successors and assigns; provided that
any unauthorized assignment will be null and void and constitute a breach of the
Agreement.

Notices; Email Communications. Except as otherwise set forth herein, all notices
under the Agreement will be by email, although we may instead choose to provide
notice to you through the Services. Notices to us must be sent to
help@coda.io
⁠
. Notices will be deemed to have been duly given (a) the day it is sent unless
the sender receives an automated message that the message has not been
delivered, in the case of notices through email; and (b) the same day, in the
case of notices through the Services.

Modifications. We may, in our sole discretion, modify or update the Agreement
from time to time (including any documentation referenced in the Agreement
(e.g., the
Developer Terms
⁠
)), so you should review such terms periodically. When we make material
modifications to the Agreement, we will update the ‘Last Modified’ date at the
bottom of these Terms and notify you that material changes have been made. Your
continued use of the Services after any such change constitutes your acceptance
of any new terms and the Agreement. If you do not agree to any of these terms or
any future modifications to the Agreement, do not use or access (or continue to
access) the Services.

Force Majeure. We will not be liable by reason of any failure or delay in the
performance of our obligations on account of events beyond our reasonable
control, which may include denial-of-service attacks, a failure by a third party
hosting provider or utility provider, acts of God, pandemics, acts of civil or
military authorities, riots or civil disobedience, wars, strikes or labor
disputes.

Third Party Products, Links, and Information. The Services may integrate with,
or contain, third party products, services, materials, or information, or links
thereto that are not owned or controlled by us (“Third Party Materials”). We do
not endorse or assume any responsibility for any such Third Party Materials. If
you or any Authorized Users access any third party website or service, you do so
at your own risk, and you acknowledge and agree that the Agreement and our
Privacy Policy
⁠
do not apply to your or any Authorized User’s use of such sites or services. You
expressly relieve us from any and all liability arising from you or your
Authorized User’s use of any Third Party Materials. Additionally, your dealings
with or participation in promotions of advertisers found on the Services,
including payment and delivery of goods, and any other terms (such as
warranties) are solely between you and such advertisers. You agree that Coda
shall not be responsible for any loss or damage of any sort relating to your
dealings with such advertisers.

Entire Agreement. The Agreement, including these Terms and all referenced pages
and Order Forms, if applicable, constitutes the entire agreement between the
parties and supersedes all previous agreements, oral or written, with respect to
the subject matter of the Agreement. Without limiting the foregoing, the
Agreement supersedes the terms of any online agreement electronically accepted
by you or your Authorized Users. However, to the extent of any conflict or
inconsistency between the provisions in these Terms and any other documents or
pages referenced in these Terms, the following order of precedence will apply:
(1) the
Data Processing Addendum
⁠
; (2) the terms of any Order Form (if any), (3) the Terms and (4) any other
documents or pages referenced in the Terms. Notwithstanding any language to the
contrary therein, no terms or conditions stated in a purchase order, vendor
onboarding process or web portal, or any other order documentation (excluding
Order Forms) providing or originating from your or your Authorized Users will be
incorporated into or form any part of the Agreement, and all such terms or
conditions will be null and void.

Publicity. You hereby grant Coda the license and right to use your name, logo,
and other trademarks (and those of the entities which you represent) for
marketing, reference, or promotional purposes on Coda’s website and in other
communications with Coda’s existing or prospective customers and otherwise to
promote the Services, subject to any standard trademark or brand usage
guidelines that you may provide to Coda from time to time. In the event that you
do not wish to have any of the foregoing used by Coda in such manner, you may
contact Coda at
ip@coda.io
⁠
stating that you do not wish to be used as a reference customer.

Professional Services. From time to time, you may request that Coda provide
professional services, including integration and/or customization services in
connection with the Coda Platform (“Professional Services”). If we agree to
proceed with requested Professional Services, we shall set forth the specific
terms and fees for such Professional Services in a statement of work (“SOW”).
Upon your payment of fees due under the applicable SOW and/or applicable Order
Form, we hereby grant to you, during the Subscription Period, a worldwide,
non-exclusive, non-transferable, royalty-free license to copy, maintain, use,
and run (as applicable) any deliverables prepared by us and delivered to you
under the applicable SOW solely for your internal business purposes associated
with your use of the Coda Platform. Neither party shall have any obligation to
engage in or perform any Professional Services contemplated in a SOW until such
SOW is executed by an authorized representative of each party.

Case Study. In the event that we mutually agree for you to participate in a Coda
case study, you agree to meet with us to provide your reviews, feedback, survey
results, testimonials, soundbites, and other reasonably requested content to
enable us to produce a case study that details your experience with Coda and the
Coda Platform (a “Case Study”). You shall use commercially reasonable efforts
and provide all requested information to allow us to publish the case study no
later than sixty (60 days) following entry into the Agreement, or as may be
otherwise agreed between the parties. You will have the opportunity to review
the final Case Study prior to our publication thereof. Notwithstanding Section
17.8 above, you grant permission to use the Case Study, authorize us to use your
logo and trademarks in connection with the Case Study and agree that the Case
Study may be published by us on Coda’s website and publicly shared by us in
other formats. Unless otherwise agreed by us, if you do not ultimately
participate in a Case Study, we shall not be required to honor any benefits or
discounts associated therewith.

Governing Law; Venue. The Agreement and the rights of the parties hereunder
shall be governed by and construed and interpreted in accordance with the laws
of the State of New York, exclusive of conflict or choice-of-law rules. You
agree to submit to the exclusive personal jurisdiction of the state and federal
courts located in New York County, New York, which courts will adjudicate any
dispute arising out of or relating to the Agreement or its formation,
interpretation or enforcement, including any appeal of an arbitration award or
for trial court proceedings if the arbitration provision below is found to be
unenforceable, and any action for which Coda retains the right to seek
injunctive or other equitable relief in a court of competent jurisdiction to
prevent the actual or threatened infringement, misappropriation or violation of
a Coda’s copyrights, trademarks, trade secrets, patents, or other intellectual
property or proprietary rights, as set forth in the Arbitration Agreement below,
including any provisional relief required to prevent irreparable harm. The
rights and obligations of the parties under the Agreement shall not be governed
by the United Nations Convention on Contracts for the International Sale of
Goods. The parties acknowledge that the Agreement evidences a transaction
involving interstate commerce. Notwithstanding the preceding sentences, with
respect to the substantive law of the Agreement, any arbitration conducted
hereunder (including the Arbitration Agreement in Section 12) shall be governed
by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and shall preempts all
state laws to the fullest extent permitted by law. If the FAA is found to not
apply to any issue that arises from or relates to the Arbitration Agreement,
then that issue shall be resolved under and governed by the law of your state of
residence.

Arbitration of Disputes. Read this section (the “Arbitration Agreement”)
carefully because it requires the parties to arbitrate their disputes and limits
the manner in which you may seek relief from us. The Arbitration Agreement
applies to and governs any dispute, controversy, or claim between you and Coda
that arises out of or relates to, directly or indirectly: (a) the Agreement,
including the formation, existence, breach, termination, enforcement,
interpretation, validity, or enforceability thereof; (b) access to or use of the
Services, including receipt of any advertising or marketing communications; (c)
any transactions through, by, or using the Services; or (d) any other aspect of
your relationship or transactions with us, directly or indirectly, as a consumer
(“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply,
without limitation, to all Claims that arise or are asserted before or after
your agreement to the Agreement.

If you are a new user, you can reject and opt-out of this Arbitration Agreement
within 30 days of accepting the Agreement by emailing Coda at
help@coda.io
⁠
with your (or the individual’s entering into the Agreement on behalf of you)
first and last name and stating your intent to opt-out of the Arbitration
Agreement. Note that opting out of this Arbitration Agreement does not affect
any other part of the Agreement, including the provisions regarding controlling
law or in which courts any disputes must be brought. For any Claim, you agree to
first contact Coda at help@coda.io and attempt to resolve the dispute with us in
an informal manner. If the parties have not been able to resolve a Claim after
sixty (60) days, the parties agree to resolve any Claim exclusively through
binding arbitration before a single arbitrator (the “Arbitrator”), which
arbitration shall be administered by JAMS conducted in accordance with the
expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and
Procedures as those Rules exist on the date of acceptance of these Terms,
including Rules 16.1 and 16.2 of those Rules (the “Rules”), except as provided
herein. In the event of any conflict between the Rules and this Arbitration
Agreement, this Arbitration Agreement shall control. The arbitration will be
conducted in the U.S. county where you live or New York, unless you and Coda
agree otherwise. If you are using the Services for commercial purposes, each
party will be responsible for paying any filing, administrative and arbitrator
fees in accordance with JAMS rules, and the award rendered by the arbitrator
shall include costs of arbitration, reasonable attorneys’ fees and reasonable
costs for expert and other witnesses. If you are an individual using the
Services for non-commercial purposes: (i) you may be required to pay a fee for
the initiation of your case, unless you apply for and successfully obtain a fee
waiver; (ii) the award rendered by the arbitrator may include your costs of
arbitration, your reasonable attorney’s fees, and your reasonable costs for
expert and other witnesses; and (iii) you may sue in a small claims court of
competent jurisdiction without first engaging in arbitration, but this does not
absolve you of your commitment to engage in the informal dispute resolution
process. Any judgment on the award rendered by the arbitrator may be entered in
any court of competent jurisdiction. You and Coda agree that the Arbitrator, and
not any federal, state, or local court or agency, shall have exclusive authority
to resolve any disputes relating to the interpretation, applicability,
enforceability or formation of this Arbitration Agreement, including any claim
that all or any part of this Arbitration Agreement is void or voidable. The
Arbitrator shall also be responsible for determining all threshold arbitrability
issues, including issues relating to whether the Agreement, any provision of the
Agreement, is unconscionable or illusory and any defense to arbitration,
including waiver, delay, laches, unconscionability, or estoppel. Nothing in this
Arbitration Agreement shall be deemed as: preventing us from seeking injunctive
or other equitable relief from the courts as necessary to prevent the actual or
threatened infringement, misappropriation, or violation of our data security,
intellectual property rights or other proprietary rights; or preventing you from
asserting claims in small claims court, if your claims qualify and so long as
the matter remains in such court and advances on only an individual (non-class,
non-representative) basis. If this Arbitration Agreement is found to be void,
unenforceable, or unlawful, in whole or in part, the void, unenforceable, or
unlawful provision, in whole or in part, shall be severed. Severance of the
void, unenforceable, or unlawful provision, in whole or in part, shall have no
impact on the remaining provisions of the Arbitration Agreement, which shall
remain in force, or the parties’ ability to compel arbitration of any remaining
claims on an individual basis pursuant to the Arbitration Agreement.
Notwithstanding the foregoing, if the “Class Action/Jury Trial Waiver” section
is found to be void, unenforceable, or unlawful, in whole or in part, because it
would prevent you from seeking public injunctive relief, then any dispute
regarding the entitlement to such relief (and only that relief) must be severed
from arbitration and may be litigated in a civil court of competent
jurisdiction. All other claims for relief subject to arbitration under this
Arbitration Agreement shall be arbitrated under its terms, and the parties agree
that litigation of any dispute regarding the entitlement to public injunctive
relief shall be stayed pending the outcome of any individual claims in
arbitration.

Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES,
REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL,
COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’
INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER
REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS
CODA AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S
CLAIMS. THE PARTIES HERETO AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN
INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON USER’S
INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. THE PARTIES
FURTHER AGREE THAT, BY ENTERING INTO THE AGREEMENT, EACH PARTY IS WAIVING THE
RIGHT TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION,
PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND
AS A PLAINTIFF OR CLASS MEMBER. IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES,
WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN
ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN
OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND
AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT
A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent
applicable, in the event of any lawsuit between the parties arising out of or
related to the Agreement, the parties agree to prepare and to timely file in the
applicable court a mutual consent to waive any statutory or other requirements
for a trial by jury. In any action or proceeding to enforce rights under the
Agreement, the prevailing party will be entitled to recover its reasonable costs
and attorney’s fees.

Severability. The Agreement will be enforced to the fullest extent permitted
under applicable law. Except as otherwise stated in the Arbitration Agreement,
if any provision of the Agreement is held by a court of competent jurisdiction
invalid or unenforceable, it will be replaced with the valid provision that most
closely reflects the intent of the parties and the remaining provisions of the
Agreement will remain in full force and effect.

Waivers. No delay or failure by either party to exercise any right or remedy
under the Agreement will constitute a waiver of such right or remedy. All
waivers must be in writing and signed by an authorized representative of the
party waiving its rights. A waiver by any party of any breach or covenant will
not be construed as a waiver of any succeeding breach of any other covenant.

Interpretation. The headings of the sections and paragraphs contained in the
Agreement are inserted for convenience and are not intended to be part of or to
affect the interpretation of the Agreement. The term “including” will be deemed
to mean “including, without limitation.”

Additional Terms for Mobile Applications.

Mobile Applications. We may make available software to access the Services via a
mobile device (which, for simplicity, shall include tablets or other devices
which make use of the mobile application) (“Mobile Applications”). To use any
Mobile Applications, you must have a mobile device that is compatible with the
Mobile Applications. We do not warrant that the Mobile Applications will be
compatible with your mobile device. You may use mobile data in connection with
the Mobile Applications and may incur additional charges from your wireless
provider for these services. You agree that you are solely responsible for any
such charges. We hereby grant you a non-exclusive, non-transferable, revocable
license to use a compiled code copy of the Mobile Applications for one Account
on mobile devices owned or leased solely by you, for your personal use. You may
not: (i) modify, disassemble, decompile or reverse engineer the Mobile
Applications, except to the extent that such restriction is expressly prohibited
by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise
transfer the Mobile Applications to any third party or use the Mobile
Applications to provide time sharing or similar services for any third party;
(iii) make any copies of the Mobile Applications; (iv) remove, circumvent,
disable, damage or otherwise interfere with security-related features of the
Mobile Applications, features that prevent or restrict use or copying of any
content accessible through the Mobile Applications, or features that enforce
limitations on use of the Mobile Applications; or (v) delete the copyright and
other proprietary rights notices on the Mobile Applications. You acknowledge
that we may, from time to time, provide updated versions of the Mobile
Applications, and may automatically electronically update the version of the
Mobile Applications that you are using on your mobile device. You consent to
such automatic updating on your mobile device, and agree that the Agreement will
apply to all such updates. Any third-party code that may be incorporated in the
Mobile Applications is covered by the applicable open source or third-party
license EULA, if any, authorizing use of such code. The foregoing license grant
is not a sale of the Mobile Applications or any copy thereof, and we or our
third-party partners or suppliers retain all right, title, and interest in the
Mobile Applications (and any copy thereof). Any attempt by you to transfer any
of the rights, duties or obligations hereunder, except as expressly provided for
in the Agreement, is void. We reserve all rights not expressly granted under the
Agreement. If the Mobile Applications are being acquired on behalf of the United
States Government, then the following provision applies. The Mobile Applications
will be deemed to be “commercial computer software” and “commercial computer
software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR
Section 12.212, as applicable. Any use, reproduction, release, performance,
display or disclosure of the Services and any accompanying documentation by the
United States Government will be governed solely by the Agreement and is
prohibited except to the extent expressly permitted by the Agreement. The Mobile
Applications originate in the United States, and are subject to United States
export laws and regulations. The Mobile Applications may not be exported or
re-exported to certain countries or to those persons or entities prohibited from
receiving exports from the United States. In addition, the Mobile Applications
may be subject to the import and export laws of other countries. You agree to
comply with all United States and foreign laws related to use of the Mobile
Applications and the Services.

Mobile Applications from Apple App Store. The following applies to any Mobile
Applications acquired from the Apple App Store (“Apple-Sourced Software”): you
acknowledge and agree that the Agreement is solely between you and Coda, not
Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced
Software or content thereof. Your use of the Apple-Sourced Software must comply
with the App Store Terms of Service. You acknowledge that Apple has no
obligation whatsoever to furnish any maintenance and support services with
respect to the Apple-Sourced Software. In the event of any failure of the
Apple-Sourced Software to conform to any applicable warranty, you may notify
Apple, and Apple will refund the purchase price for the Apple-Sourced Software
(if any); to the maximum extent permitted by applicable law, Apple will have no
other warranty obligation whatsoever with respect to the Apple-Sourced Software,
and any other claims, losses, liabilities, damages, costs or expenses
attributable to any failure to conform to any warranty will be solely governed
by the Agreement and any law applicable to us as provider of the software. You
acknowledge that Apple is not responsible for addressing any claims by you or
any third party relating to the Apple-Sourced Software or your possession and/or
use of the Apple-Sourced Software, including, but not limited to: (a) product
liability claims; (b) any claim that the Apple-Sourced Software fails to conform
to any applicable legal or regulatory requirement; and (c) claims arising under
consumer protection or similar legislation; and all such claims are governed
solely by the Agreement and any law applicable to us as provider of the
software. You acknowledge that, in the event of any third-party claim that the
Apple-Sourced Software or your possession and use of that Apple-Sourced Software
infringes that third party’s intellectual property rights, we, and not Apple,
will be solely responsible for the investigation, defense, settlement and
discharge of any such intellectual property infringement claim to the extent
required by the Agreement. You and we acknowledge and agree that Apple, and
Apple’s subsidiaries, are third-party beneficiaries of the Agreement as relates
to your license of the Apple-Sourced Software, and that, upon your acceptance of
the terms and conditions of the Agreement, Apple will have the right (and will
be deemed to have accepted the right) to enforce the Agreement as relates to
your license of the Apple-Sourced Software against you as a third-party
beneficiary thereof.

Mobile Applications from Google Play Store. The following applies to any Mobile
Applications you acquire from the Google Play Store (“Google-Sourced Software”):
(i) you acknowledge that the Agreement is between you and Coda only, and not
with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must
comply with Google’s then-current Google Play Store Terms of Service; (iii)
Google is only a provider of the Google Play Store where you obtained the
Google-Sourced Software; (iv) Coda, and not Google, is solely responsible for
its Google-Sourced Software; (v) Google has no obligation or liability to you
with respect to Google-Sourced Software or the Agreement; and (vi) you
acknowledge and agree that Google is a third-party beneficiary to the Agreement
as it relates to our Google-Sourced Software.

Contacting Coda. Please also feel free to contact us if you have any questions
about the Terms or any other part of the Agreement. You may contact us at
help@coda.io
⁠
or at our mailing address set forth in Section 12 above.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you
may report complaints to the Complaint Assistance Unit of the Division of
Consumer Services of the California Department of Consumer Affairs by contacting
them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or
by telephone at (800) 952-5210 or (916) 445-1254.

Last Modified: January 1, 2023

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