Legal Stuff

All the legal stuff from Codio.

Codio's Terms & Conditions of Use

Last Updated: February 2nd, 2023

IMPORTANT – PLEASE READ CAREFULLY. These Terms of Use (“Terms”) are an agreement between you and Codio Group Inc., a Delaware corporation. References to “us”, “we,”, “our” and “Codio” shall mean Codio Group Inc. and its relevant subsidiary companies, Codio Inc. and Codio Ltd. 

These Terms govern your access to and use of the website located at www.codio.com, including all subdomains of such website (collectively the “Site”), all software, products, and/or services accessible on or through the Site (individually or collectively with the Site, the “Platform”) and any information, content, text, graphics, photos or other materials uploaded, downloaded, purchased, licensed or appearing on or through the Platform (collectively referred to as “Content”). These Terms apply to all visitors, users, and others who access and use the Platform and/or Content (“Users”). References to “ you “ and “your” shall mean any User, including any individual, company, university, school, institution or legal entity (each an “Institution”) which has an account with Codio and any individual who has been authorized by an Institution’s agreement with Codio to access and use the Platform and/or Content. If you are accepting these Terms and using the Platform and/or Content on behalf of an Institution, then “you” includes you and that Institution, and you represent and warrant that you are an authorized representative of the Institution with the authority to bind the Institution to these Terms, and that you agree to these Terms on the Institution’s behalf.

By accessing or using the Platform and/or the Content, you agree that you are bound by these Terms and the other policies and agreements which are incorporated herein by reference. When you create an account with Codio, you may also be required to execute additional agreements and/or agree to additional terms that are applicable to the type of account that you create (the “Account Terms”). In the event of any conflict between these Terms and the Account Terms, the Account Terms shall prevail. You may use the Platform and/or Content only in compliance with these Terms, the Account Terms, and all applicable local, state, national, and international laws, rules and regulations. If you do not agree to abide by these Terms and any applicable Account Terms, you are not authorized to use the Platform.

Please also review our Privacy Policy which can be found at codio.com/legal-stuff for information for information about the information we collect through the Platform and how we use that information.

  1. Accounts

In order to obtain access to certain services on the Platform, you will need to create an account with Codio. We may maintain different types of accounts for different types of Users, including Institution accounts, Teacher accounts, and Student accounts. Your account with Codio and (if applicable) your Institution’s account with Codio gives you access to the Platform and Content with such services and functionality that we may establish and maintain from time to time and in our sole discretion. In many instances, students will access the Platform by account creation initiated by the student’s Institution, or alternatively by account creation initiated individually by the student.

When creating or updating an account, you may be required to provide Codio with certain personal information, which may include (but is not limited to) personal information such as your name, birth date and email address, and, in some cases, payment information such as credit card numbers and billing information. This information will be held and used in accordance with the Privacy Policy. If you choose to create an account, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register, you will be asked to create a password (a “Password”). Access to the Platform is not authorized by any other person or entity using your email address and Password and you are responsible for preventing such unauthorized use. You are responsible for safeguarding any password that you use to access the Platform (including passwords that permit single sign-on to the Platform) and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree to (a) notify Codio of any unauthorized use of your password or user identification and any other breach of security, and (b) ensure that you exit from your account at the end of each session.

Individuals and entities whose privilege to access the Platform has previously been terminated by Codio may not register for an account, nor may you designate any of those individuals to use your account on your behalf. You are solely responsible for any and all access to the Platform by persons using your email address and Password. Please notify us immediately if you become aware that your email address and Password are being used without authorization.

In cases where you have authorized or registered another individual, including a minor, to use your account(s), you are fully responsible for (i) the online conduct of such User; (ii) controlling the User’s access to and use of the Platform and/or Content; (iii) the consequences of any misuse by such User and (iv) ensuring that such User abides by all the Terms as regards that User’s use of the Platform and/or the Content as if that User’s access and use of the Platform and/or Content is you.

Users must be 18 years of age OR have the consent of a parent, guardian, or other authorized adult to use the Platform. Codio reserves the right to provide access to the minor’s account to the minor’s parents, guardian or other authorized adult, upon such adult’s request. Please see our Privacy Policy for more information regarding use of the Platform by Users under the age of 18.

Although it is Codio’s intention for the Platform to be available as much as possible, there will be occasions when the Platform may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Please review Codio’s Service Level Agreement at codio.com/legal-stuff for more information. The Service Level Agreement is incorporated herein by reference.

  1. Content and your rights

You are responsible for Content that you post to the Platform, and any consequences thereof. All Content must comply with these Terms (including the Acceptable Usage Policy available at [insert link], which is incorporated herein by reference) and with the laws and regulations of any country and/or state in which such Content is accessible or used. You agree that you will indemnify Codio and its directors, officers and employees for any losses, liabilities or damages that it or they may suffer or incur arising from any Content which you submit, post or display.

The Platform provides Users with Institution accounts and/or Teacher accounts with the ability to create projects, courses, stacks, starter packs, and classes. Through default settings, all such Content and data are initially Private to your organization, or to your account in the case of Users accessing the Platform as individuals outside of an Institution account.

Institutions can change this “Private” default setting for Users accessing the Platform as part of that Institution’s account. Users accessing the Platform as individuals outside of an Institution can change the default setting for their own Content where they are available. 

You retain your rights to any Content you submit, post, or display on or through the Platform. By submitting, posting or displaying Content on or through the Platform, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence (with the right to sublicence) to use, host, store, copy, reproduce, process, adapt, modify, publish, transmit, create derivative works, communicate, display, and/or distribute such Content in any and all media or distribution methods (now known or later developed) as part of providing the Platform. You agree that this license includes the right for Codio to provide, promote, and improve the Platform and, to the extent permitted under your privacy settings, to make the Content available to other Institutions or individuals as part of providing the Platform (including after termination of your use of the Platform). You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

If you choose to leave your Content or data public, you acknowledge this public availability and consent to other Users being able to access for read-only purposes as well as being able to duplicate or ‘fork’ such data into their own User account. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Platform, and Codio has no responsibility for any such Content. Any use or reliance on any Content posted via the Platform or obtained by you through the Platform is at your own risk.

  1. Termination

We may suspend or terminate your accounts or cease providing you with all or part of the Platform at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms or your Account Terms, (ii) you create risk or possible legal exposure for us, (iii) our provision of the Platform is no longer commercially viable, (iv) you are in breach of payment terms in relation to your license fee, (v) the term of your license has expired, or (vi) you are in breach of any of the applicable policies. In such a termination event, the license granted hereunder shall automatically terminate. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Products, except that the following Sections shall continue to apply: 2, 3, 4, 5, 6, and 7.

Further, if you stop using the Platform for more than 12 months, your accounts may be deleted. If you wish to delete your account(s) in their entirety(ies), you may contact us via support@codio.com and specify which account(s) you wish to delete. We will delete your specified accounts within 30 days, unless prohibited by law.

Where a User has been a member of an Institution, whether an account owner, teacher or student member; and where the User is no longer a member of that Institution in Codio; and further, where the User holds no separate individual Codio account and where they are not a member of a current license holding organization in Codio: Users in these circumstances will have a grace period of 12 months following the termination of their status as a license holder, during which time, they can either a) purchase an individual license to Codio, where they will continue to have access to their own projects; or b) download, zip up or otherwise export and copy their project work from Codio and take it elsewhere. During the grace period, Users will be notified of these options. Following the 12 month grace period, and where Users have not acted on either a) or b), User accounts and all related personal data and project work will be deleted.

  1. Intellectual Property

The Platform, and all of its components (including without limitation any computer code, template content, pre-populated content, concepts, artwork, animations, sounds, musical compositions, audio-visual effects and text contained within) is owned by Codio or its licensors, and all of which material is protected by United States and international patent, copyright, trademark, trade secret, and other intellectual property laws.  You acknowledge and agree that Codio shall own all right, title, and interest, including, without limitation, all intellectual property rights in and to the Platform. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Platform or the intellectual property rights owned by Codio. The Codio name, the Codio trademark, and other product names associated with the Platform are trademarks of Codio, and no right or license is granted to use them.

  1. Copyright Notices; Complaints

Codio respects the intellectual property rights of others and expects Users of the Platform to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law, which may include the Digital Millennium Copyright Act (the “DMCA”). The DMCA provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under United States copyright law. If you believe in good faith that any Content or other material appearing on the Platform infringes your copyright, you (or your agent) may send Codio a notice requesting that such Content or material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Platform are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Codio to locate the Content or other material on the Platform; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the Content or other material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated copyright agent for notice of alleged copyright infringement appearing on the Platform is:

Codio Inc. Attn: General Counsel

CIC, One Broadway, 14th floor, Cambridge, MA 02142, USA

Email: support@codio.com

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send Codio a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the applicable law; see http://www.loc.gov/copyright for details regarding US law. Notices and counter-notices with respect to the Site should be sent to Codio at support@codio.com. We reserve the right to terminate the account of any User who we believe has infringed the rights of others under applicable copyright law.

Please note that you may be liable for damages (including attorney’s fees and other costs) if you misrepresent a claim that content or other material is infringing upon your copyright. Therefore, if you are not sure if material available online infringes your copyright (it may be protected under exceptions to the copyright law, like fair use), we suggest that you contact legal counsel before submitting any such claim. Please note that a copy of each legal notice and claim (with your personal information) could be sent to a third party for publication and annotation.  

  1. Disclaimers and limitations of liability

Please read this Section carefully since it limits the liability of Codio and its parents, subsidiaries, affiliates, related companies, and each of their respective officers, directors, employees, agents, representatives, partners, shareholders and/or licensors (collectively, the “Codio Entities”). Each of the Subsections below only applies up to the maximum extent permitted under applicable law. Nothing in this Section is intended to limit any rights you may have which may not be lawfully limited. 

DISCLAIMERS

Your access to and use of the Platform and any Content is at your own risk. You understand and agree that the Platform and Content are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE CODIO ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THIS PLATFORM OR THE CONTENT. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. THE CODIO ENTITIES WILL NOT BE RESPONSIBLE FOR ANY SITE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT. No advice or information, whether oral or written, obtained from any of the Codio Entities or through the Platform will create any warranty not expressly made herein.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

LINKS

The Platform may contain links to third-party websites or resources. You acknowledge and agree that the Codio Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Codio Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CODIO ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM AND/OR CONTENT; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON,THROUGH, OR ASSOCIATED WITH THE PLATFORM, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE PLATFORM; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE CODIO ENTITIES EXCEED THE AMOUNT YOU PAID CODIO, IF ANY, IN THE PAST SIX MONTHS FOR THE PORTIONS OF THE PLATFORM AND/OR CONTENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE CODIO ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

  1. General terms

The failure of Codio to enforce any right or provision of these Terms will not be deemed a waiver of them.

These Terms (including the Acceptable Usage Policy), the Account Terms, our Privacy Policy and the Service Level Agreement  are the entire and exclusive agreement between Codio and you regarding the Platform and/or the Content, and such policies and agreements supersede and replace any prior policies and agreements between Codio and you regarding the Platform and/or the Content. Other than members of the group of companies of which Codio. is the parent, no other person or company will be third party beneficiaries to the Terms.

When purchasing licenses through Codio, Inc. these Terms are governed by, and shall be construed in accordance with, the laws of the State of Delaware, USA, without giving effect to its conflict of laws provisions, and each party agrees to submit to the exclusive jurisdiction of the federal and state courts located in the State of Delaware. Where licences are purchased through Codio UK Ltd, these Terms are governed by, and shall be construed in accordance with, English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales. 

We may revise these Terms, including the Acceptable Usage Policy and the Service Level Agreement, from time-to-time, and the most current version of each document will always be at the referenced link. If the revision, in our sole discretion, is material we will notify you through the Platform or through the email associated with your profile. By continuing to access or use the Platform after those revisions become effective, you agree to be bound by the revised Terms.

The Platform is operated and provided by Codio Group, Inc. whose registered office address is:

16192 Coastal Highway, Lewes, Sussex, Delaware 19958

Unless otherwise noted in these Terms, all correspondence should be addressed to (US clients): Codio, Inc. CIC, One Broadway, Cambridge, MA 02142, USA and (UK/ROW clients): Codio Ltd. 51 Queens Road, London, SW19 8NP, UK

If you have any questions about these Terms or any document referenced herein, please email: support@codio.com.

Effective December 2020

 

Privacy Policy

Codio Group Inc., and its relevant subsidiary companies, Codio Inc. and Codio Ltd. (collectively “Codio” or the “Company”), respects the privacy of its clients and other users of its website located at www.Codio.com, including any subdomains of such website (the “Site”), and any software, products, and/or services accessible on or through the Site (individually or collectively with the Site, the “Platform”). This Privacy Policy explains how Codio collects the personal information of the users of the Platform (collectively, “Users”), how Codio handles and protects that information, and what Users can do to help protect that information. References to “you “ and “your” shall mean any User.

Codio reserves the right, at our discretion, to change, modify, add or remove portions of this Privacy Policy at any time by posting the amended Privacy Policy on the Site. If you have an account with Codio at that time, you may also be given additional notice, such as an email message or messaging, of any changes. You should review this Privacy Policy periodically, and especially before you provide any Personal Information. No amendment to this Privacy Policy shall apply to any dispute of which Codio had actual notice before the date of the amendment. Your continued use of the Platform after we post any modifications to the Privacy Policy will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Privacy Policy. Except as otherwise stated, all amended terms shall automatically be effective thirty (30) calendar days after they are initially posted.

By using the Platform, you agree to the collection and use of information in accordance with this Privacy Policy. If you are using the Platform pursuant to a Codio account established by a university, school, institution or legal entity (each an “Institution”), that Institution may separately require you to confirm acceptance of privacy and related provisions established by the Institution regarding your use of technology products such as the Platform.

Information Collected

Codio collects information from individuals, companies, universities, schools, institutions and other legal entities who utilize the Platform as Users and from individuals and Institutions who register to use the Platform for themselves and for their underlying users (“Customers”).


When an Institution administrator, faculty member or other staff member creates an account with Codio, we ask for certain information, including a name, institution name, institution type, email address and password. We may also retain information when an Institution sends us a message via the Platform or by email. When an Institution starts using the Platform, we will keep a record of the Institution user group’s use of the Platform.

In the course of providing the Platform to Institutions, Codio may receive information about students or other Users using the Platform pursuant to the account established by that Institution (“Institution Students”), which may include personally identifiable information such as the Institution Student’s name, e-mail address, address, and mobile phone number (collectively “Personal Information”). The information may also include information that can be considered “educational records” (records such as project work or assessment scores that contain information directly related to a student) generated by the Institution Student’s use of the Platform. Codio does not require or request that any educational records be provided to Codio by the Institution or by any individual User.

 

Family Educational Rights and Privacy Act

Pursuant to the Family Educational Rights and Privacy Act of 1974 (FERPA), the institution hereby designates Codio as "institution official" with a legitimate educational interest in the educational record of the students who participate in courses using the Codio platform to the extent that access to the records is required by Codio to provide the platform. Codio agrees to maintain the confidentiality of the education records in accordance with the provisions of FERPA.

Education Research

Codio also collects and records usage data such as keystroke data for academic research purposes and for the purpose of providing the Platform, where such keystroke data enables Codio to create innovations that help teachers teach more effectively and help students stay engaged and reach learning outcomes.

Personally Identifiable Information 

When you engage in certain activities on the Platform, such as creating an account, inquiring about the services provided by Codio, posting any content, contacting Codio or providing feedback, or signing up for email updates or other materials, we may ask you to provide certain information about yourself, which may include personally identifiable information such as your name, e-mail address, address, and phone number (collectively “Personal Information”). By voluntarily providing us with your Personal Information, you are consenting to our use of it in accordance with this Privacy Policy. You may email Codio at support@codio.com to find out what Personal Information about you has been collected, and to request changes or corrections to, or deletions of, the Personal Information.

When creating an account that requires payments, Codio may require you to provide the Company with financial qualification and billing information, such as billing name and address, credit card number, and the number of employees within the organization that will be using the Platform (“Billing Information”). We use a third-party payment processor to process payments made to Codio. In connection with the processing of such payments, we do not retain any financial information such as credit card numbers. Rather, all such financial information, together with any Personal Information that you provide in the payment process, is provided directly to our third-party processor, Braintree. The third-party processor’s use of your financial information and any other Personal Information that you provide to them in the payment process is governed by the processor’s privacy policy which may be viewed at https://www.braintreepayments.com/legal/braintree-privacy-policy

If you are creating an account on behalf of an institution or other entity, Codio may also ask you to provide additional information, such as annual revenues, number of employees, or industry.

As you navigate the Site, Codio may also collect information through the use of commonly-used information-gathering tools, such as cookies and Web beacons (“Web Site Navigational Information”). Web Site Navigational Information includes standard information from your Web browser (such as browser type and browser language), your Internet Protocol (“IP”) address, and the actions you take on the Site (such as the pages viewed and the links clicked).

Use of Personal Information Collected

2.1 Institution Students

This Section 2.1 applies only to Institution Students.

Each Institution’s license arrangement with Codio determines how Codio will collect and utilize Personal Information from the Institution Students of that Institution.

Codio will not use Personal Information of Institution Students for marketing purposes.

Codio will only use Personal Information of Institution Students to communicate with Institution Students in the following instances:

Where an Institution Student makes use of “contact us” in the Platform for assistance regarding the operational use of the Codio product.
Where an Institution account requires its students to “self-pay”, and the student raises a billing inquiry.
Where a student ceases to be a member of an Institution account in Codio, e.g. where the student leaves the Institution or is no longer required to have access to the Institution account in Codio, we will communicate with these users to offer them options for continuing their use of Codio, and to explain options for downloading, storing or saving their content.
Where important changes are made to the Platform, we may communicate these changes to some or all Users including Institution Students.


2.2 All Other Users

Codio may occasionally use a User’s Personal Information to provide customer service to the User, such as communicating with Users about their accounts and/or requests for services. We may also from time to time send all Users important news about product changes that affect their experience of using the Platform.

The Company may also use Personal Information about Users for marketing purposes. For example, the Company may use information you provide to contact you to further discuss your interest in the Platform and to send you information regarding the Company and its partners, such as information about promotions or events. Users may opt-out of these communications as detailed in Section 8 below.

Security of Personal Information

Codio works to protect the security of Personal Information during transmission by using Secure Sockets Layer (SSL) software, which encrypts the information that is transmitted on the Site. Information is stored with an AES-256 encryption.

Codio has appropriate security measures in place within its database and physical facilities to protect against the loss, misuse, or alteration of information that has been collected on the Site. These measures include limiting the number of people who have physical access to Codio’s database servers, as well as electronic security systems and password protections that guard against unauthorized access. Although no method of transmission over the Internet or electronic storage is 100% secure, we follow all PCI-DSS requirements and implement additional generally accepted industry standards. However, please be aware that we are unable to guarantee the absolute security of the Personal Information we have collected from you.

Web Site Navigational Information

Codio uses commonly-used information-gathering tools, such as cookies and Web beacons, to collect information as you navigate the Site (“Web Site Navigational Information”). Codio uses Web Site Navigational Information to operate and improve the Site. The Company may also use Web Site Navigational Information alone or in combination with Personal Information of Users to provide personalized information about the Company, subject to the limitations in Section 2.1 above. This section describes the types of Web Site Navigational Information that may be collected on the Site and how this information may be used.

4.1 Cookies

Codio uses cookies to make interactions with the Site easy and meaningful. When you visit the Site, Codio servers send a cookie to your computer. Standing alone, cookies do not personally identify you. They merely recognize your Web browser. Unless you choose to identify yourself to Codio, either by responding to a promotional offer, opening an account, or filling out a Web form (such as a “Contact Me” web form), you remain anonymous to the Company. Codio uses cookies that are session-based and persistent-based. Session cookies exist only during one session. They disappear from your computer when you close your browser software or turn off your computer. Persistent cookies remain on your computer after you close your browser or turn off your computer.


If you have chosen to identify yourself to Codio, the Company uses session cookies containing encrypted information to allow the Company to uniquely identify you. Each time you log into the Platform, a session cookie containing an encrypted, unique identifier that is tied to your account is placed in your browser. These session cookies allow the Company to uniquely identify you when you are logged into the Platform and to process your online transactions and requests. Session cookies are required to use the Platform.

Codio uses persistent cookies that only we can read and use to identify browsers that have previously visited the Site. When you create an account or provide us with Personal Information, a unique identifier is assigned you. This unique identifier is associated with a persistent cookie that we place on your Web browser. Codio is especially careful about the security and confidentiality of the information stored in persistent cookies. For example, we do not store account numbers or passwords in persistent cookies. If you disable your Web browser’s ability to accept cookies, you will be able to navigate our Site, but you will not be able to successfully use the Platform.

At this time the Site does not recognize automated browser signals regarding tracking mechanisms, which may include “do not track” instructions. However, you can change your privacy preferences regarding the use of cookies and similar technologies through your browser. You may set your browser to accept all cookies, block certain cookies, require your consent before a cookie is placed in your browser, or block all cookies. Blocking all cookies may affect your online experience and may prevent you from using all of the features of the Platform. Please consult the “Help” section of your browser for more information.

4.2 Web Beacons

Codio uses web beacons alone or in conjunction with cookies to compile information about usage of our Site and interaction with emails from Codio. Web beacons are clear electronic images that can recognize certain types of information on your computer, such as cookies, when you viewed a particular web site tied to the web beacon, and a description of a web site tied to the Web beacon. For example, we may place Web beacons in marketing emails that notify us when you click on a link in the email that directs you to our Site. Codio uses Web beacons to operate and improve our Site and email communications.

4.3 Flash Cookies

Codio may use local shared objects, also known as Flash cookies, to store your preferences or display content based upon what you view on our Site to personalize your visit. Third parties with whom Codio partners to provide certain features on our site or to display advertising based upon your web browsing activity use Flash cookies to collect and store information. Flash cookies are different from browser cookies because of the amount of, type of, and how data is stored. Cookie management tools provided by your browser will not remove Flash cookies.

4.4 IP Addresses

When you visit our Site, we collect your Internet Protocol (“IP”) addresses to track and aggregate non-personal information. For example, Codio uses IP addresses to monitor the regions from which Users navigate the Site.

4.5 Third Party Cookies

From time-to-time, Codio engages third parties to track and analyze usage and volume statistical information from individuals who visit our Site. Codio may also use other third-party cookies to track the performance of Company advertisements. The information provided to third parties does not include personal information, but this information may be re-associated with personal information after we receive it.
Codio may also contract with third-party advertising networks that collect IP addresses and other Web Site Navigational Information on our Site and emails and on third-party web sites. Ad networks follow your online activities over time by collecting Web Site Navigational Information through automated means, including through the use of cookies. They use this information to provide advertisements tailored to your interests. You may see these advertisements on other Web sites. This process also helps us manage and track the effectiveness of our marketing efforts.

4.6 Google Analytics

Codio uses Google Analytics to track information about Site behavior.

Public Forums, Refer a Friend, and Customer Testimonials

Codio may provide bulletin boards, blogs, or chat rooms on the Site. Any personal information you choose to submit in such a forum may be read, collected, or used by others who visit these forums, and may be used to send you unsolicited messages. Codio is not responsible for the Personal Information you choose to submit in these forums. Codio may post a list of Customers and provide testimonials or case studies on the Site that contain information such as Customer names and titles. Codio always obtains the consent of each Customer prior to posting any information on such a list or posting testimonials or case studies.

Sharing of Information Collected

Codio may employ companies and individuals to perform functions on Codio’s behalf. Examples may include providing marketing assistance, performing statistical analysis, providing customer service and processing payments. These companies and individuals will have access to the Personal Information only as necessary to perform their functions, and may not access or use it for any other purpose. If you are a California resident, California Civil Code Section 1798.83 permits you to request information regarding the disclosure of your Personal Information by Codio to third parties for the third parties’ direct marketing purposes. To make such a request, please send an email to support@codio.com.

Codio uses a third-party service provider (Braintree) to manage credit card processing. This service provider is not permitted to store, retain, or use Billing Information except for the sole purpose of credit card processing on the Company’s behalf. Codio does not store any credit card information on its own systems whatsoever.

Codio will not sell Personal Information of any User, nor will Codio rent, sell, or otherwise provide Personal Information or any other information of any User to any third party for marketing purposes. However, in the event Codio goes through a business transition, such as a merger or an acquisition of its equity interests or assets, the Personal Information of Codio’s Users will, in most instances, be part of the assets transferred.  

An Institution may instruct Codio to share certain information of its Institution Students with third parties such as a third-party learning management system provider. Codio will not be responsible for the privacy practices of those third parties.

Codio reserves the right to use or disclose all or any information provided directly or indirectly by a User or a Customer if required by law or if the Company reasonably believes that use or disclosure is necessary to protect the Company’s rights and/or to comply with a judicial proceeding, court order, or legal process. In the event of a request by law enforcement agencies to obtain information, we will a) notify you within 24 hours of the receipt of such a request, and b) give you the opportunity to engage with the law enforcement agencies to determine whether you wish to seek a protective order.

In addition to the use of your Personal information described above, we may share Personal Information with other companies, organizations or individuals outside of Codio if we have your express consent to do so.

International Transfer of Information Collected

To facilitate Codio’s global operations, the Company may transfer and access Personal Information of Users from around the world, including the United States and the United Kingdom. This Privacy Statement shall apply even if Codio transfers Personal Information to other countries.

General Data Protection Regulation

If you are a resident of the European Union (“EU”), United Kingdom, Lichtenstein, Norway, or Iceland, you may have additional rights under the General Data Protection Regulation (“GDPR”) of the EU with respect to your Personal Information. In circumstances where the privacy practices of Codio are subject to the GDPR, this Privacy Policy is supplemented by Codio’s Privacy Policy Addendum. 

Children’s Online Privacy

Codio does not knowingly collect or solicit any information from children under the age of 13 or knowingly allow such persons to create an account or otherwise utilize the Platform without parent or guardian consent. For Institution Students, Codio may rely on consent obtained from an Institution Student’s parent or guardian by the applicable Institution for use by such Institution Student of electronic resources like Codio. In the event that we learn that we have collected Personal Information from a child under age 13 without parent or guardian consent, we will delete that information as quickly as possible. If you believe that your Child has provided us with Personal Information without your consent, please contact us.

Communications Preferences

Codio offers Users who provide contact information a means to choose how the Company uses the information provided. You may manage your receipt of marketing and non-transactional communications by clicking on the unsubscribe link located on the bottom of the Company’s marketing emails. Additionally, you may send a request specifying your communications preferences to support@codio.com.

Customers cannot opt-out of receiving transactional emails related to their account with Codio or the Platform. However, Codio will only communicate with Institution Students in specific instances, as set out in 2.1 above.

Correcting and Updating Your Information

Users may update or change their account information by logging in to their accounts at https://codio.com. Requests to access, change, or delete your information will be handled within 30 days.

Contacting Us

Questions regarding this Privacy Policy or the information practices of the Platform should be directed to support@codio.com or by mailing:

Codio Inc.
c/o CIC, One Broadway, 14th floor, Cambridge, MA 02142, 
USA

GDPR - Privacy Policy Addendum

Last Updated: January 2021 

This Privacy Policy Addendum applies in circumstances where the privacy practices of Codio Group Inc., and its relevant subsidiary companies, Codio Inc. and Codio Ltd. (collectively “Codio” or the “Company”) are subject to the General Data Protection Regulation (“GDPR”) of the European Union (“EU”). If you are a resident of the EU, United Kingdom, Lichtenstein, Norway, or Iceland, you may have additional rights under the GDPR with respect to your Personal Data, as outlined below. 

For this Addendum, we use the terms "Personal Data" and "processing" as they are defined in the GDPR, but "Personal Data" generally means information that can be used to individually identify a person, and "processing" generally covers actions that can be performed in connection with data such as collection, use, storage and disclosure. 

Codio maintains different types of accounts for different types of Users, including Institution accounts, Teacher accounts, and Student accounts. If you are using the Codio Platform pursuant to an account established by a university, school, institution or legal entity (each an “Institution”), the Institution will be the controller of your Personal Data processed in connection with the Platform. 

Where applicable, this Addendum is intended to supplement, and not replace, Codio's Privacy Policy at codio.com/legal-stuff (the "Privacy Policy"). If there are any conflicts between this Addendum and Codio's Privacy Policy, the policy or portion that is more protective of Personal Data shall control to the extent of such conflict. If you have any questions about this notice or whether any of the following applies to you, please contact us at support@codio.com. 

What Personal Data Do We Collect from You? 

We collect Personal Data about you when you provide such information directly to us, when third parties such as our business partners or service providers provide us with Personal Data about you, or when Personal Data about you is automatically collected in connection with your use of the Platform. 

Information we collect directly from you: 

We receive Personal Data directly from you when you provide us with such Personal Data, including without limitation your name, email address, and/or telephone number. 

Information we receive from third party sources: 

Some third parties such as our service providers provide us with Personal Data about you, such as the following: 

Account information for third party services: If you interact with a third party service when using our Services (e.g. your institution’s LMS), such as if you use a third party service to log-in to the Platform, or if you share content from the Platform through a third party service, the third party service will send us information about you, such as information from your public profile, if the third party service and your 

account settings allow such sharing. The information we receive will depend on the policies and your account settings with the third party service. 

Contact information derived from third party sources: We may derive contact information about you from third party sources if the third party source and your account settings with them allow such sharing. 

Information from recruiting partners: If you apply for a job with us, we receive information about your application through third party recruiting services and applicant tracking systems. We may also receive contact information about you from third party recruiting services. 

Information we automatically collect when you use our Services: 

Some Personal Data is automatically collected when you use our Services, such as the following: 

  • IP address 
  • Device identifiers 
  • Web browser information 
  • Page view statistics 
  • Browsing history 
  • Usage information 
  • Location information (e.g. IP address, zip code) 
  • Log data (e.g. access times, hardware and software information) 

Information we automatically collect from Tracking Tools: We and our third party service providers collect information about you, your device, and your use of the Service through cookies, clear gifs (a.k.a. web beacons/web bugs) ("Web Beacons"), and other tracking tools and technological methods (collectively, "Tracking Tools"). Tracking Tools collect information such as computer or device operating system type, IP address, browser type, browser language, mobile device ID, device hardware type, the website or application visited or used before or after accessing the Platform, the parts of the Platform accessed, the length of time spent on a page or using a feature, and access times for a webpage or feature. These Tracking Tools help us learn more about our users and analyze how users use the Platform, such as how often users visit the Platform, what features they use, what pages they visit, what emails they open, and what other sites or applications they used prior to and after visiting the Platform. 

Cookies: Like many websites and mobile application operators, we collect certain information through the use of "cookies," which are small text files that are saved by your browser when you access our Service. Cookies can either be "session cookies" or "persistent cookies". Session cookies are temporary cookies that are stored on your device while you are visiting our website or using the Platform, whereas "persistent cookies" are stored on your device for a period of time after you leave our website or the Platform. We use persistent cookies to store your preferences so that they are available for the next visit, and to keep a more accurate account of how often you visit the Platform, and how your use of the Platform varies over time. We also use persistent cookies to measure the effectiveness of advertising efforts. Through these cookies, we may collect information about your online activity after you leave the Platform. For more information on cookies, visit http://www.allaboutcookies.org/ . 

Web Beacons: Web Beacons help us better manage content on the Platform by informing us what content is effective. Web Beacons are embedded in, or otherwise associated with, certain emails or 

other communications that you receive from us or our partners. Web Beacons help us track your responses and interests and deliver relevant content and services to you. For example, they may let us know when you take actions based on the emails that we send. Web Beacons also allow us to enhance our Behavioral Advertising (defined below), which is further discussed below in the section titled "Online Behavioral Advertising" below. 

How Do We Use Your Personal Data? 

We process Personal Data to operate, improve, understand and personalize the Platform. For example, we use Personal Data to: 

  • Create and manage user accounts 
  • Communicate with you about the Platform 
  • Contact you about platform announcements or updates 
  • Provide support and assistance for the Platform 
  • Log and analyze product usage to fix bugs and improve the Platform 
  • Comply with our legal or contractual obligations 
  • Protect against or deter fraudulent, illegal or harmful actions 
  • Enforce our Terms of Use 

We will only process your Personal Data if we have a lawful basis for doing so. Lawful bases for processing include consent, contractual necessity and our "legitimate interests" or the legitimate interest of others, as further described below. 

Contractual Necessity: We process the following categories of Personal Data as a matter of "contractual necessity", meaning that we need to process the data to perform under our Terms of Use with you, which enables us to provide you with the Platform. When we process data due to contractual necessity, failure to provide such Personal Data will result in your inability to use some or all portions of the Platform that require such data. 

  • User account data (Name, Email address) 

Legitimate Interest: We process the following categories of Personal Data when we believe it furthers the legitimate interest of us or third parties. 

  • User account data 
  • User machine data 
  • Product analytics data 
  • Candidate and applicant data 

Examples of these legitimate interests include: 

  • Operation and improvement of our business, products and services 
  • Provision of customer support 
  • Protection from fraud or security threats 
  • Completion of corporate transactions 
  • Recruiting and hiring 

Consent: In some cases, we process Personal Data based on the consent you expressly grant to us at the time we collect such data. When we process Personal Data based on your consent, it will be expressly indicated to you at the point and time of collection. For example, we'll obtain your consent before using certain Tracking Tools to collect and process your Personal Data for behavioral advertising purposes as described herein. 

Other Processing Grounds: From time to time we may also need to process Personal Data to comply with a legal obligation, if it is necessary to protect the vital interests of you or other data subjects, or if it is necessary for a task carried out in the public interest. 

How and With Whom Do We Share Your Data? 

We share Personal Data with vendors, third party service providers and agents who work on our behalf and provide us with services related to the purposes described in this Privacy Policy or our Terms of Use. These parties include: 

  • Cloud hosting services 
  • Analytics services 
  • Ad networks (please refer to the section below titled "Online Behavioral Advertising"); this excludes students. 
  • Email marketing services (excludes students). 
  • Customer relationship management services 
  • Customer support services 

 

N.B. no student personal data is ever used for marketing purposes as outlined in our Privacy Policy 

We also share Personal Data when necessary to complete a transaction initiated or authorized by you or provide you with a product or service you have requested. In addition to those set forth above, these parties also include: 

  • Other users (where you post information publicly or as otherwise necessary to effect a transaction initiated or authorized by you through the Services) 
  • Other parties authorized by you 

 

We also share Personal Data when we believe it is necessary to: 

  • Comply with applicable law or respond to valid legal process, including from law enforcement or other government agencies 
  • Protect us, our business or our users, for example to enforce our terms of service, prevent spam or other unwanted communications and investigate or protect against fraud 
  • Maintain the security of our products and services 

 

We also share information with third parties when you give us consent to do so. 

Furthermore, if we choose to buy or sell assets, user information is typically one of the transferred business assets. Moreover, if we, or substantially all of our assets, were acquired, or if we go out of business or enter bankruptcy, user information would be one of the assets that is transferred or acquired by a third party, and we would share Personal Data with the party that is acquiring our assets. 

You acknowledge that such transfers may occur, and that any acquirer of us or our assets may continue to use your Personal Information as set forth in this policy. 

Online Behavioral Advertising: Some of our advertising ("Behavioral Advertising") involves using Tracking Tools to collect information about a user's online activities over time and across non-affiliated websites and applications and providing ads to the user based the user's interests (as inferred from the user's online activity) or use of our Service. Behavioral Advertising may appear on other websites or services. We work with third parties to provide Behavioral Advertising, such as advertising networks, data exchanges, traffic measurement service providers, marketing analytics service providers, and other third-party service providers (collectively, "Advertising Service Providers"). Advertising Service Providers perform services such as facilitating targeting of advertisements and measuring and analyzing advertising effectiveness on the Service (collectively, all such services, "Targeting Services"). Targeting Services help us display Behavioral Advertising, prevent you from seeing repeated ads, and enable us to research the usefulness of ads. We adhere to self-regulatory principles for online behavioral advertising issued by the Digital Advertising Alliance ("DAA") and the European Interactive Digital Advertising Alliance ("EDAA") (collectively, the "OBA Principles"). More information about the OBA Principles can be found at http://digitaladvertisingalliance.org/principles and http://www.edaa.eu/european-principles/. You have the option to opt out of Behavioral Advertising. For more information, see the section titled "Opting Out of Behavioral Advertising and Tracking Tools" in our Privacy Policy. 

How Long Do We Retain Your Personal Data? 

We retain Personal Data about you for as long as you have an open account with us or for 13 months after you close your account. In some cases we retain Personal Data for longer, if doing so is necessary to comply with our legal obligations, resolve disputes or collect fees owed, or is otherwise permitted or required by applicable law, rule or regulation. Afterwards, we retain some information in a depersonalized or aggregated form but not in a way that would identify you personally. 

What Security Measures Do We Use? 

We seek to protect Personal Data using appropriate technical and organizational measures based on the type of Personal Data and applicable processing activity. All supplied sensitive information is transferred via Transport Layer Security (TLS) technology and stored encrypted at rest using AES-256 encryption. 

Codio’s Platform is hosted on Amazon Web Services (AWS). AWS undergoes various third-party independent audits on a regular basis, covering compliance controls for its data centers, infrastructure, and operations. This includes SOC 2 certification and ISO 27001 certification. According to the AWS Security Whitepaper: "AWS data centers are housed in nondescript facilities. Physical access is strictly controlled both at the perimeter and at building ingress points by professional security staff utilizing video surveillance, intrusion detection systems, and other electronic means. Authorized staff must pass two-factor authentication a minimum of two times to access data center floors. All visitors and contractors are required to present identification and are signed in and continually escorted by authorized staff." 

Access to Codio’s production systems is limited to designated Codio’s engineering team members behind a two-factor authenticated virtual private network. Codio undergoes penetration testing conducted by an independent, third-party agency, on an annual basis. 

What Rights Do You Have Regarding Your Personal Data? 

You have certain rights with respect to your Personal Data, including those set forth below. For more information about these rights, or to submit a request, please email support@codio.com. Please note that in some circumstances, we may not be able to fully comply with your request, such as if it is frivolous or extremely impractical, if it jeopardizes the rights of others, or if it is not required by law, but in those circumstances, we will still respond to notify you of such a decision. In some cases, we may also need to you to provide us with additional information, which may include Personal Data, if necessary to verify your identity and the nature of your request. 

Access: You can request more information about the Personal Data we hold about you and request a copy of such Personal Data. You can also access certain types of your Personal Data by emailing support@codio.com. 

Rectification: If you believe that any Personal Data we are holding about you is incorrect or incomplete, you can request that we correct or supplement such data by emailing support@codio.com. 

Erasure: You can request that we erase some or all of your Personal Data from our systems. 

Withdrawal of Consent: If we are processing your Personal Data based on your consent (as indicated at the time of collection of such data), you have the right to withdraw your consent at any time. Please note, however, that if you exercise this right, you may have to then provide express consent on a case-by-case basis for the use or disclosure of certain of your Personal Data, if such use or disclosure is necessary to enable you to utilize some or all of the Platform. 

Portability: You can ask for a copy of your Personal Data in a machine-readable format. You can also request that we transmit the data to another controller where technically feasible. 

Objection: You can contact us to let us know that you object to the further use or disclosure of your Personal Data for certain purposes, such as for direct marketing purposes. 

Restriction of Processing: You can ask us to restrict further processing of your Personal Data. 

Right to File Complaint: You have the right to lodge a complaint about our practices with respect to your Personal Data with the supervisory authority of your country or EU Member State. 

Transfers of Personal Data 

The core platform Services for EU and UK users are hosted and operated in Ireland using AWS. Where transfer of personal data is concerned, transfer is made to Services hosted and operated in the United States ("U.S.") including through: Hubspot Inc., (customer relationship management), Intercom R&D Unlimited Company (customer support), Looker Data Sciences, Inc. (learning insights visualisation) and Google and Facebook, (advertising) and if you do not reside in the U.S., laws in the U.S. may differ from the laws where you reside. By using the Services, you acknowledge that any Personal Data about you, regardless of whether provided by you or obtained from a third party, is being provided to the above mentioned service providers in the U.S. and will be either hosted or processed, on U.S. servers, and you 

authorize Codio to transfer and process your information to and in the U.S., and possibly other countries. You hereby consent to the transfer of your data to the U.S. 

What If You Have Questions Regarding Your Personal Data? 

If you have any questions about this Addendum or our data practices generally, please contact us by email at support@codio.com or by mail at Codio c/o Codio Ltd., 51 Queens Road, London, England SW19 8NP. 

Codio Data Processing Agreement

Last Modified: January 15th, 2023

Need a signed copy (including the full text of the SCCs, UK Addendum, and Sub-Processors)? Click here to request one.

This Codio Data Processing Agreement and its Annexes (“DPA”) reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the Codio Codio Products under the Codio Customer Terms of Service available here (https://www.codio.com/legal-stuff#terms-and-conditions) between you and us (also referred to in this DPA as the “Agreement”).

This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which is typically specified by an invoice referencing our Terms, or a separate executed Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.

We update these terms from time to time. If you have an active Codio license, we will let you know when we do via email (if you have subscribed to receive email notifications) or via in-product notification.

The term of this DPA will match the term of the Codio license agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in our Terms.

Annex 1 - Details of Processing

Annex 2 - Security Measures

Annex 3 - Sub-Processors

1. Definitions

“Controller” means the legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and the data protection and privacy laws of Australia and Singapore; in each case as amended, repealed, consolidated or replaced from time to time.

“Data Subject” means the individual to whom Personal Data relates.

"Europe" means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.

“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.

"European Data Protection Laws" means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded or replaced.

“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to: anonymizing, blocking, deletion, making available).

"Permitted Affiliates" means any of your Affiliates that (i) are permitted to use the Codio Products pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.

“Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data; and (ii) is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Codio Products. "Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

"Privacy Shield" means the EU-U.S. and Swiss-US Privacy Shield self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to its Decision of July 12, 2016 and by the Swiss Federal Council on January 11, 2017 respectively; as may be amended, superseded or replaced.

"Privacy Shield Principles" means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision of July 12, 2016; as may be amended, superseded or replaced.

“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.

“Processor” means a legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.

“Standard Contractual Clauses” means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 currently found at https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc/standard-contractual-clauses-international-transfers_en, as may be amended, superseded or replaced.

“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the Codio Products under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any Codio employee or consultant.

“UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.

2. Customer Responsibilities

  1. Compliance with Laws. Within the scope of the Agreement and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.
    1. In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the Codio Products, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. You will inform us without undue delay if you are not able to comply with your responsibilities under this 'Compliance with Laws' section or applicable Data Protection Laws.
  2. Controller Instructions. The parties agree that the Agreement (including this DPA), together with your use of the Codio Products in accordance with the Agreement, constitute your complete Instructions to us in relation to the Processing of Personal Data, so long as you may provide additional instructions during the subscription term that are consistent with the Agreement, the nature and lawful use of the Codio Products.
  3. Security. You are responsible for independently determining whether the data security provided for in the Codio Products adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the Codio Products, including protecting the security of Personal Data in transit to and from the Codio Products (including to securely backup or encrypt any such Personal Data).

3. Codio Obligations

  1. Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.
  2. Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Codio Products until such time as you issue new lawful Instructions with regard to the Processing.
  3. Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
  4. Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.
  5. Personal Data Breaches. We will notify you without undue delay after we become aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.
  6. Deletion of Personal Data. We will provide guidance on how to delete all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your Codio Products in accordance with the procedures set out in our Terms. This term will apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our deletion practices. You may request the deletion of your Codio account after expiration or termination of your license - upon which you will be guided as to how to effect the deletion of your account.

4. Data Subject Requests

The Codio Products provide you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests").

To the extent that you are unable to independently address a Data Subject Request through the Codio Products, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You will reimburse us for the commercially reasonable costs arising from this assistance.

If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.

5. Sub-Processors

You agree we may engage Sub-Processors to Process Personal Data on your behalf, and we do so in three ways. First, we may engage Sub-Processors to assist us with hosting and infrastructure. Second, we may engage with Sub-Processors to support product features and integrations. Third, we may engage with Codio Affiliates as Sub-Processors for service and support. Some Sub-Processors will apply to you as default, and some Sub-Processors will apply only if you opt-in.

We have currently appointed, as Sub-Processors, the third parties and Codio Affiliates listed in Annex 3 to this DPA. You may subscribe to receive notifications by email if we add or replace any Sub-Processors by completing the form available at https://www.codio.com/legal-stuff/subprocessor-updates. If you opt-in to receive such email, we will notify you at least 30 days prior to any such change.

Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.

6. Data Transfers

You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the Codio Products in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by Codio, Inc. in the United States and to other jurisdictions where Codio Affiliates and Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

7. Additional Provisions for European Data

  1. Scope. This 'Additional Provisions for European Data' section will apply only with respect to European Data.
  2. Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor.
  3. Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.
  4. Objection to New Sub-Processors. We will give you the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal Data within 30 days of notifying you in accordance with the ‘Sub-Processors’ section. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Codio Products in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination). The parties agree that by complying with this sub-section (d), Codio fulfills its obligations under Sections 9 of the Standard Contractual Clauses.
  5. Sub-Processor Agreements. For the purposes of Clause 9(c) of the Standard Contractual Clauses, you acknowledge that we may be restricted from disclosing Sub-Processor agreements but we will use reasonable efforts to require any Sub-Processor we appoint to permit it to disclose the Sub-Processor agreement to you and will provide (on a confidential basis) all information we reasonably can.
  6. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities (for example, the French Data Protection Agency (CNIL), the Berlin Data Protection Authority (BlnBDI) and the UK Information Commissioner's Office (ICO)) or other competent data privacy authorities to the extent required by European Data Protection Laws.
  7. Transfer Mechanisms for Data Transfers.
    1. Codio will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
    2. You acknowledge that in connection with the performance of the Codio Products, Codio, Inc. is a recipient of European Data in the United States, and Codio Ltd is a recipient of European data in Ireland. Subject to sub-sections (C) and (D), the parties agree that the Standard Contractual Clauses will be incorporated by reference and form part of the Agreement as follows: 
      • (a) EEA Transfers. In relation to European Data that is subject to the GDPR (i) Customer is the "data exporter" and either i) Codio, Inc., or ii) Codio Ltd (Ireland) is the "data importer"; (ii) the Module Two terms apply to the extent the Customer is a Controller of European Data and the Module Three terms apply to the extent the Customer is a Processor of European Data; (iii) in Clause 7, the optional docking clause applies; (iv) in Clause 9, Option 2 applies and changes to Sub-Processors will be notified in accordance with the ‘Sub-Processors’ section of this DPA; (v) in Clause 11, the optional language is deleted; (vi) in Clauses 17 and 18, the parties agree that the governing law and forum for disputes for the Standard Contractual Clauses will be determined in accordance with the 'Contracting Entity; Applicable Law; Notice’ section of the Jurisdiction Specific Terms or, if such section does not specify an EU Member State, the Republic of Ireland (without reference to conflicts of law principles); (vii) the Annexes of the Standard Contractual Clauses will be deemed completed with the information set out in the Annexes of this DPA; and (viii) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA the Standard Contractual Clauses will prevail to the extent of such conflict.
      • (b) UK Transfers. In relation to European Data that is subject to the UK GDPR, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) the Standard Contractual Clauses will be modified and interpreted in accordance with the UK Addendum, which will be incorporated by reference and form an integral part of the Agreement; (ii) Tables 1, 2 and 3 of the UK Addendum will be deemed completed with the information set out in the Annexes of this DPA and Table 4 will be deemed completed by selecting “neither party”; and (iii) any conflict between the terms of the Standard Contractual Clauses and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.
      • (c) Swiss Transfers. In relation to European Data that is subject to the Swiss DPA, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) references to "Regulation (EU) 2016/679" will be interpreted as references to the Swiss DPA; (ii) references to "EU", "Union" and "Member State law" will be interpreted as references to Swiss law; and (iii) references to the "competent supervisory authority" and "competent courts" will be replaced with the "the Swiss Federal Data Protection and Information Commissioner " and the "relevant courts in Switzerland".
    3. Where the Codio contracting entity under the Agreement is not Codio, Inc., i.e. Codio Ltd., such contracting entity will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by Codio, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity. If Codio cannot comply with its obligations under the Standard Contractual Clauses or is in breach of any warranties under the Standard Contractual Clauses or UK Addendum (as applicable) for any reason, and you intend to suspend the transfer of European Data to Codio or terminate the Standard Contractual Clauses, or UK Addendum, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Codio Products in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).
  8. Demonstration of Compliance. We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, in order to assess compliance with this DPA. You acknowledge and agree that you will exercise your audit rights under this DPA and Clause 8.9 of the Standard Contractual Clauses by instructing us to comply with the audit measures described in this 'Demonstration of Compliance' section. You acknowledge that the Codio Products are hosted by our hosting Sub-Processors who maintain independently validated security programs (including SOC 2 and ISO 27001) and that our systems are regularly tested by independent third party penetration testing firms. Upon request, we will supply (on a confidential basis) summary copies of our penetration testing report to you so that you can verify our compliance with this DPA. You may request copies of these documents by email here: https://www.codio.com/legal-stuff/security-statement-request. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect non-compliance with the DPA.

8. Additional Provisions for California Personal Information

  1. Scope. The 'Additional Provisions for California Personal Information' section of the DPA will apply only with respect to California Personal Information.
  2. Roles of the Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.
  3. Responsibilities. The parties agree that we will Process California Personal Information as a Service Provider strictly for the purpose of delivering the Codio Products and Services under the Agreement (the "Business Purpose") or as otherwise permitted by the CCPA, including as described in the 'Usage Data' section of our Privacy Policy.

9. General Provisions

  1. Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the General Terms will apply.
  2. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
  3. Limitation of Liability. Each party and each of their Affiliates' liability, taken in aggregate, arising out of or related to this DPA (and any other DPAs between the parties) and the Standard Contractual Clauses (where applicable), whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of Liability' section of the General Terms and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). For the avoidance of doubt, if Codio, Inc. is not a party to the Agreement, the ‘Limitation of Liability’ section of the General Terms will apply as between you and Codio, Inc., and in such respect any references to ‘Codio’, ‘we’, ‘us’ or ‘our’ will include both Codio, Inc. and the Codio entity that is a party to the Agreement. In no event will either party's liability be limited with respect to any individual's data protection rights under this DPA (including the Standard Contractual Clauses) or otherwise.
  4. Governing Law.

10. Parties to this DPA

  1. Permitted Affiliates. By signing the Agreement, you enter into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you” and “your” will include you and such Permitted Affiliates.
  2. Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
  3. Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.
  4. Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.

Annex 1 - Details of Processing

A. List of Parties

Data exporter:

Name: The Customer, as defined in the Codio Customer Terms of Service (on behalf of itself and Permitted Affiliates)

Address: The Customer's address, as set out in the Order Form

Contact person’s name, position and contact details: The Customer's contact details, as set out in the Order Form and/or as set out in the Customer’s Codio Account

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the Codio Codio Products under the Codio Customer Terms of Service

Role (controller/processor): Controller

Data importer:

Name: Codio, Inc.

Address: CIC, One Broadway, 14th Floor, Cambridge, MA 02142, USA

Contact person’s name, position and contact details: Maksim Kraev, Chief Technology Officer, Codio, Ltd., ℅ 51 Queens Road, London, SW19 8NP, UK or by postal mail to the CIC address above.

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the Codio Products under the Codio Terms of Service

Role (controller/processor): Processor

B. Description of Transfer

Categories of Data Subjects whose Personal Data is Transferred

You may submit Personal Data in the course of using the Codio Products, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:

Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.

Categories of Personal Data Transferred

You may submit Personal Data to the Codio Products, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:

  1. Contact Information (as defined in the General Terms).
  2. Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Codio Products.

Sensitive Data transferred and applied restrictions or safeguards

The parties do not anticipate the transfer of sensitive data.

Frequency of the transfer

Continuous

Nature of the Processing

Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:

  1. Storage and other Processing necessary to provide, maintain and improve the Codio Products provided to you; and/or
  2. Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.

Purpose of the transfer and further processing

We will Process Personal Data as necessary to provide the Codio Products pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the Codio Products.

Period for which Personal Data will be retained

Subject to the 'Deletion or Return of Personal Data' section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

C. Competent Supervisory Authority

For the purposes of the Standard Contractual Clauses, the supervisory authority that will act as competent supervisory authority will be determined in accordance with GDPR.

Annex 2 - Security Measures

We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein will have the meanings as set forth in the General Terms. For more information on these security measures, please refer to Codio’s Security Statement, that can be requested at https://www.codio.com/legal-stuff/security-statement-request

  • a) Access Control
    • i) Preventing Unauthorized Product Access

Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. We do not own or maintain hardware located at the outsourced infrastructure providers’ data centers. Production servers and client-facing applications are logically and physically secured from our internal corporate information systems. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.

Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through Oauth authorization.

    • ii) Preventing Unauthorized Product Use

We implement industry standard access controls and detection capabilities for the internal networks that support its products.

Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.

Static code analysis: Code stored in our source code repositories is checked for best practices and identifiable software flaws using automated tooling.

Penetration testing: We maintain relationships with industry recognized penetration testing service providers for penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios. Penetration tests are performed against the application layers and infrastructure layers of the Codio technology stack.

    • iii)   Limitations of Privilege & Authorization Requirements

Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, product development and research, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” (JITA) requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Administrative or high risk access permissions are reviewed at least once every six months.

Background checks: Where permitted by applicable law, Codio employees undergo a third-party background or reference checks. In the United States, employment offers are contingent upon the results of a third-party background check. All Codio employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

  • b) Transmission Control

In-transit: We require HTTPS encryption (also referred to as SSL or TLS) on all login interfaces. Our HTTPS implementation uses industry standard algorithms and certificates.

At-rest: We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.

  • c) Input Control

Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregate log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.

Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.

  • d) Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and heating, ventilation and air conditioning (HVAC) services.

Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.

Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.

Disaster Recovery Plans: We maintain and regularly test disaster recovery plans to help ensure availability of information following interruption to, or failure of, critical business processes.

Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.

Annex 3 - Sub-Processors

To help Codio deliver the Codio Products, we engage Sub-Processors to assist with our data processing activities. A list of our Sub-Processors and our purpose for engaging them is located on our Codio Sub-Processors Page available at https://www.codio.com/legal-stuff/subprocessor-updates, which is incorporated into this DPA.

Acceptable Use Policy

Your use of the Products and/or Content is subject to this Acceptable Use Policy. If you are found to be in violation of our policies at any time, as determined by Codio in its sole discretion, we may warn you or suspend or terminate your account. Please note that we may change our Acceptable Use Policy at any time, and pursuant to these Terms, it is your responsibility to keep up-to-date with and adhere to the policies posted here.

We may suspend accounts or require a paid subscription or additional payment, at our discretion, if Users exceed the following soft usage limits.

  • Codio is intended for development purposes and may not be used for production purposes
  • Any User project that generates sustained, high levels of load will be suspended. Repeated infringement by an individual User will result in that User’s account being suspended
  • Excessive bandwidth usage by a User will result in that User’s account being suspended
  • Data storage is subject to a soft limit of 5GB across all projects for each individual User. The maximum permitted storage for any individual project is 5GB. Existing Subscribers Generation 2 Boxes are not affected. Generation 1 Box size will be reduced. Codio reserves the right to change these limits at its discretion.
  • The maximum amount of RAM memory is restricted to 400MB per project. Projects that require more RAM may be purchased at an additional cost.
  • An individual User may not have multiple projects open simultaneously.
  • Codio projects run on shared servers. Project CPU usage is distributed across shared servers in the Codio CPU cluster. Codio makes no assurances as to the absolute level of CPU performance for an individual project. Additional and assured CPU capacity may be purchased separately.
  • Each individual User is responsible for writing code that does generate not cause high CPU load levels on Codio’s servers. We will suspend individual User accounts that generate excessive, sustained CPU or bandwidth load. Codio reserves the unilateral right to determine acceptable CPU and bandwidth thresholds.

Prohibited Content

The Content displayed and/or processed through your application or other web site utilizing the Products shall not contain any of the following types of content:

  • Content that infringes a third party’s rights (e.g., copyright) according to applicable law;
  • Excessively profane content;
  • Hate-related or violent content;
  • Content advocating racial or ethnic intolerance;
  • Content intended to advocate or advance computer hacking or cracking;
  • Gambling;
  • Other illegal activity, including without limitation illegal export of controlled substances or illegal software;
  • Drug paraphernalia;
  • Phishing;
  • Torrents;
  • Mining;
  • Denial of Service attacks;
  • Fork bombing;
  • Malicious content;
  • Other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights.

Prohibited Actions

In addition to (and/or as some examples of) the violations described in the Terms, you may not and may not allow any third party, including your end Users, to:

  • Generate or facilitate unsolicited commercial email (“spam”). Such activity includes, but is not limited to:
  • Sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law;
  • Imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam;
  • Data mining any web property (including Codio’s) to find email addresses or other User account information;
  • Sending unauthorized mail via open, third-party servers;
  • Sending emails to Users who have requested to be removed from a mailing list;
  • Selling, exchanging or distributing to a third party the email addresses of any person without such person’s knowing and continued consent to such disclosure; and
  • Sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship.
  • Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content
  • Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
  • Conduct or forward pyramid schemes and the like;
  • Transmit content that may be harmful to minors;
  • Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email;
  • Illegally transmit another’s intellectual property or other proprietary information without such owner’s or licensor’s permission;
  • Use the Products to violate the legal rights (such as rights of privacy and publicity) of others;
  • Promote or encourage illegal activity;
  • Interfere with other users’ enjoyment of the Products;
  • Sell, trade, resell or otherwise exploit the Products for any unauthorized commercial purpose;
  • Modify, adapt, translate, or reverse engineer any portion of the Products;
  • Remove any copyright, trademark or other proprietary rights notices contained in or on the Products;
  • Reformat or frame any portion of the web pages that are part of the Products’s administration display;
  • Use the Products in connection with illegal peer-to-peer file sharing;
  • Display any Content on the Products that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
  • Modify the Codio logo or any other company marks; or
  • Use the Products, or any interfaces provided with the Products, to access any Codio Product or service in a manner that violates the Terms or other terms and conditions for use of such Codio Product or service.

 

Copyright Notices

Your license to use the Products and/or Content

Codio gives you a personal, worldwide, non-assignable, non-sublicensable, non-transferable and non-exclusive license to use the Products and/or the Content, subject to these Terms and any agreement entered into by you or your company, university, school, institution or other legal entity with Codio relating to the Product and/or the Content. The consideration and payment terms, the duration of the license and the number of permitted Users of such licence will be set out, amongst other things, in the agreement entered into by you or your company, university, school, institution or other legal entity with Codio relating to the Product and/or the Content. You may not copy, modify, distribute, sell, license or sub-license or lease all or any part of our Products and/or Content, nor may you reverse engineer or attempt to extract the source code of any Product and/or Content unless you have our written permission.

 

Codio Trademarks

The Products are always evolving and the form, nature, and/or functionality of the Products may change from time to time without prior notice to you. In addition, we may stop (permanently or temporarily) providing individual features within the Products to you or to Users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

All right, title, and interest in and to the Products and Content (excluding Content provided by Users or other third parties) are and will remain the exclusive property of Codio and its licensors. The Products are protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Nothing in the Terms gives you a right to use the Codio name or any of the Codio trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Codio, or the Products is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Service Level Agreement ("SLA")

Last Updated April 2018

This Codio Service Level Agreement (“SLA”) is a policy governing the use of Codio (“Codio”, “us” or “we”) Products under Codio’s Terms and is made between Codio and Users of the Products (“you”). This SLA applies separately to each account using the Products. Unless otherwise provided herein, this SLA is subject to Codio’s Terms of Use and capitalized terms will have the meaning specified in the Terms. We reserve the right to change the terms of this SLA in accordance with the Terms.

Service Commitment

Codio will use all commercially reasonable efforts to make each of the Products available with a Monthly Uptime Percentage (defined below) of at least 99.95%, in each case during any calendar month (the “Service Commitment”). In the event that Codio does not meet the Service Commitment, you will be eligible to receive a Service Credit, subject to the terms set out below.

Definitions

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage
of minutes during the calendar month in which the applicable Products were in the state of “Unavailable.”. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Codio SLA Exclusion (defined below).
“Unavailable” and “Unavailability” mean when all of your running instances have no connectivity, or when none of your Users are able to access their User accounts.
Unavailable Minutes are published at status.codio.com and are defined as the whole minutes elapsing between Codio confirming that applicable Products are Unavailable, and the restoration of Product Availability. You accept by your use of the Product that Codio’s reporting of Product Unavailability at status.codio.com determines the calculation of Unavailable Minutes and any Service Credits due under this SLA.
In the event that you experience an outage that is not registered at status.codio.com, you should report this to us to in order that we may diagnose it and confirm if there is an Unavailability
A “Service Credit” is an extension to a Codio Licence, or a cash rebate, calculated as set forth below.

Service Commitments and Service Credits

Service Credits are calculated as a period of extension to a paid Licence period for Codio Products in accordance with the schedule below.

Service Commitments and Service Credits

Service Credits are calculated as a period of extension to a paid Licence period for Codio Products in accordance with the schedule below.

Monthly Uptime Percentage

Service Credit

Less than 99.95% but equal to or greater than 99.75%

2 week extension or 10% of your pro-rata monthly license fee

Less than 99.75% but equal to or greater than 99.5%

1 month extension or 30% of your pro-rata monthly license fee

Less than 99.5% but equal to or greater than 99.0%

2 month extension or 50% of your pro-rata monthly license fee

Less than 99.0%

3 month extension or 100% of your pro-rata monthly license fee

Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide Codio Products is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing support@codio.com. To be eligible for consideration for a Service Credit, the credit request must be received within 60 days of the occurrence of the incident and must include:

the words “SLA Credit Request” in the subject line;
the dates and times of each Unavailability incident that you are claiming; and
the affected Codio Account.

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you via an extension to your licence or a cash rebate according to the Service Credits schedule. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

Codio SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Codio Products: (i) that result from a deliberate suspension of your account; (ii) that is caused by factors outside of our reasonable control, including any force majeure event or Internet access issues or related problems beyond the demarcation point of the Codio Products; (iii) that result from any actions or inactions of you or any third party, including failure to acknowledge a recovery volume; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that result from any scheduled maintenance; or (vi) that arise from our suspension and termination of your right to use Codio Products in accordance with the Terms. If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Terms, your sole and exclusive remedy for any Unavailability, non-performance, or other failure by us to provide Codio Products is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing support@codio.com. To be eligible for consideration for a Service Credit, the credit request must be received within 60 days of the occurrence of the incident and must include:

the words “SLA Credit Request” in the subject line;
the dates and times of each Unavailability incident that you are claiming; and
the affected Codio Account.

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you via an extension to your licence or a cash rebate according to the Service Credits schedule. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

Codio SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Codio Products: (i) that result from a deliberate suspension of your account; (ii) that is caused by factors outside of our reasonable control, including any force majeure event or Internet access issues or related problems beyond the demarcation point of the Codio Products; (iii) that result from any actions or inactions of you or any third party, including failure to acknowledge a recovery volume; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that result from any scheduled maintenance; or (vi) that arise from our suspension and termination of your right to use Codio Products in accordance with the Terms. If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

 

Compliance

Codio meets the Web Content Accessibility Guidelines (WCAG) 2.1 Standard at Level AA and is actively committed to maintaining and continuously improving the accessibility of the Codio experience.