Privacy, Terms, and Conditions

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.

Accounts

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.

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.

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, Stripe. 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://stripe.com/privacy.

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 (Stripe) 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.

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, 14^th floor, Cambridge, MA 02142, USA

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 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”).

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

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.

• Definitions
• Customer Responsibilities
• Codio Obligations
• Data Subject Requests
• Sub-Processors
• Data Transfers
• Additional Provisions for European Data
• Additional Provisions for California Personal Information
• General Provisions
• Parties to this DPA

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 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.

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.

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.

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.

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.

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.

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.