KORBIT
TERMS AND CONDITIONS

The following terms and conditions (the “Terms”, or “Agreement”) govern your use of the Korbit Solution (defined below). By accessing, installing, or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Korbit Solution, you (such person, the “Customer”, “you” or “your”) are entering into these Terms with KORBIT TECHNOLOGIES INC. (“Korbit”) (together with you, the “Parties” and each a “Party”). These Terms are effective on the earlier of: (a) the date you first use any part of the Korbit Solution; and (b) the date you agree to be bound by these Terms (such earlier date, the “Effective Date”).  

‍BY USING THE KORBIT SOLUTION OR ENTERING INTO AN ORDER FORM (WHICH TOGETHER WITH THESE TERMS FORMS THE SAME AGREEMENT), YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 11(h). IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE KORBIT SOLUTION.  IF YOU ARE USING THE KORBIT SOLUTION ON BEHALF OF ANOTHER PERSON, YOU HEREBY REPRESENT AND WARRANT TO KORBIT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT. IF YOU ARE EMPLOYED BY A COMPANY OR OTHER FORM OF ENTERPRISE WITH A SUBSCRIPTION TO THE KORBIT SOLUTION, YOU ARE BINDING YOUR EMPLOYER OR ORGANIZATION WHICH YOU REPRESENT BY ENTERING INTO THIS AGREEMENT.

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1. KORBIT SOLUTION
‍Subject to your compliance with this Agreement (including without limitation the restrictions on use set forth in Section 3 below), Korbit will:

a) use commercially reasonable efforts to make available Korbit’s services to assist with performing code reviews, detecting and assigning issues, and teaching developers how to address such issues. (the “Korbit Services”); and

b) when available, grant you a limited revocable, non-sublicensable and non-transferable right and license to down, install and use Korbit’s integrated development environment plug-in, including through your GitHub, BitBucket or other account (the “Korbit Apps”); and

collectively, the “Korbit Solution”.

2. RESTRICTIONS ON USE
‍Except as expressly permitted in this Agreement, you will not, nor will you assist any other person or entity to: (i) access or use the Korbit Solution for the purpose of building a similar or competitive product or service; (ii) decompile, reverse engineer or disassemble any portion or component of the Korbit Solution, software, or otherwise attempt to derive source code of any software included with or related to the Korbit Solution provided in non-human readable form; (iii) perform any vulnerability, penetration or similar testing of the Korbit Solution; (iv) use or access the Korbit Solution:(A) in violation of any applicable law or intellectual property right; (B) in a manner that threatens the security or functionality of the Korbit Solution; or(C) for any purpose or in any manner not expressly permitted in this Agreement; or (v) remove or obscure any proprietary notices or labels on the Korbit Solution, including brand, copyright, trademark and patent or patent pending notice.

3. INTELLECTUAL PROPERTY
Korbit and its licensors own all ownership, rights, title and interest including intellectual property rights in and to: (i) the Korbit Confidential Information (defined below); (ii) the Korbit Solution; (iii) feedback provided by you; and (iv) all improvements, enhancements or modifications to the foregoing.  No rights are granted to you hereunder other than as expressly set forth herein.

4. CUSTOMER DATA
a) All Customer Data, including source code, remains the property of the Customer according to the Customer’s ownership rights of such data. You hereby grant Korbit the right to use your Customer Data in order to provide the Korbit Solution in accordance with the terms of this Agreement. Korbit uses third-party LLMs to review code. Neither Korbit nor said third-party LLMs will use Customer Data to train its models. Korbit considers and treats all Customer Data as confidential information according to Korbit's Privacy Policy.

b) Korbit will use Customer Data to identify potential code issues and generate explanations, suggestions, or potential replacement code as output (“Output”). In compliance with these Terms, Korbit assigns to you all of its rights, title and interest to the Output in connection with the Service. You agree that Korbit may use Output to (a) provide, maintain, protect and improve the Services provided to you; (b) comply with applicable law; and (c) enforce these Terms. You are solely responsible for your use of any Outputs.

c) You represent and warrant to, and covenant with Korbit that your Customer Data: (i) will only contain personal information in respect of which you have provided all notices and disclosures (including to any other person), obtained all applicable consents, and permissions and otherwise have all authority, in each case as required by and in compliance with applicable laws, including applicable privacy laws, to enable Korbit to provide the Korbit Solution, including without limitation with respect to the collection, storage, access, use, disclosure, processing, transmission and transfer of personal information, including by or to Korbit and to or from all applicable third parties; and (ii) will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

5. FEEDBACK
Korbit will be entitled to distribute, publish, and otherwise use feedback you provide for any purpose, including to improve the Korbit Solution, without compensation to you.
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6. FEES AND PAYMENT
a) Fees. Customer will pay to Korbit the fees described in an order form, which may be electronically presented and accepted through the sign-up process (such order forms, “Order Form”, “Fees”). Unless otherwise noted on an Order Form, all Fees are identified in US currency and are payable in accordance with the terms set out in the Order Form Except as otherwise specified herein or in an Order Form: (i) payment obligations are non-cancelable and Fees paid are non-refundable; and (ii) number of seats purchased cannot be decreased during the relevant Term set out in the Order Form. If Customer’s use of the Korbit Solution exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, the Customer will be billed for such usage, including at the rates set out in the Order Form, and Customer will pay the additional fees in accordance with this Agreement.

b) Changes to the Fees.  Korbit reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than thirty (30) days notice. 

c) Changes to the Limits and Free access.  Korbit reserves the right to change the usage limits and overage fees, and revoke Free access on each anniversary of the Term upon providing not less than thirty (30) days notice.

d) Payment Methods.  If Customer is required to pay Fees under this Agreement, Customer must provide a valid method of payment upon account creation and maintain details of such payment method current and accurate at all times. Customer agrees and acknowledges that Korbit may bill or otherwise charge Customer’s payment method in accordance with this Agreement or as may be set out in an Order Form. 

e) Korbit will automatically renew your subscription to any services for the same subscription period. To cancel such automatic renewal, you must unsubscribe to such Service prior to the end of the applicable subscription period, or as otherwise stated in the online description of the Services or in your applicable Order.

f) Taxes.  The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement other than taxes based on the net income or profits of Korbit.

g) Suspension.  Any suspension of the Korbit Solution by Korbit pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

7. CONFIDENTIALITY
‍You will not, nor will you authorize or permit any person to, distribute, transfer, assign, sublicense or otherwise provide access or disclose to any third party any materials or information of Korbit provided in connection with this Agreement that are identified by Korbit as confidential or that are by their nature confidential (“Korbit Confidential Information”). For avoidance of all doubt, Korbit Confidential Information includes the Korbit Solution. You will not use or reproduce Korbit Confidential Information for any purpose, other than as and to the extent expressly permitted under this Agreement. You will take all reasonable measures required to maintain the confidentiality and security of all Korbit Confidential Information. If you become aware of any loss of or unauthorized access to Korbit Confidential Information, you will immediately notify Korbit and provide any information or assistance reasonably required by Korbit relating to such loss or unauthorized access, including performing investigations to determine the source of such loss or unauthorized access.  You agree that Korbit will be entitled to seek injunctive relief to prevent breaches of the provisions of Section 3 (Restrictions on Use) or this Section 7 (Confidentiality) and to specifically enforce the provisions of Section 3 (Restrictions on Use) or this Section 7 (Confidentiality) in addition to any other remedy to which Korbit may be entitled at law or in equity.   

8. DISCLAIMER
THE KORBIT SOLUTION IS PROVIDED “AS IS” AND “WHERE-IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KORBIT DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES OR CONDITIONS ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. YOU ASSUME ALL LIABILITY, FINANCIAL OR OTHERWISE, ASSOCIATED WITH THE USE OR OTHER DISPOSITION OF THE KORBIT SOLUTION. THE KORBIT SOLUTION MAY NOT BE CERTIFIED IN ACCORDANCE WITH ALL INTERNATIONAL STANDARDS APPLICABLE TO THE DEVICES ON WHICH THE KORBIT SOLUTION IS OR WILL BE INSTALLED OR USED. KORBIT MAKES NO REPRESENTATION OR WARRANTY THAT INSTALLATION OR USE OF THE KORBIT SOLUTION WILL NOT AFFECT CERTIFICATIONS OR WARRANTIES FOR SUCH DEVICES. KORBIT IS NOT RESPONSIBLE FOR ANY DEFECTS IN OR DAMAGE RELATED TO THE KORBIT SOLUTION RESULTING FROM YOUR, YOUR AGENTS’ OR EMPLOYEES’ OR ANY OTHER THIRD PARTY’S USE, MISHANDLING, ABUSE, MISUSE OR ACCIDENT. KORBIT MAKES NO REPRESENTATION OR WARRANTY THAT YOUR USE OF THE KORBIT SOLUTION WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. THE KORBIT SOLUTION MAY CONTAIN BUGS OR ERRORS.  ANY USE OF THE KORBIT SOLUTION IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT KORBIT MAY ADD, MODIFY, LIMIT, OR DISCONTINUE KORBIT SOLUTION, AT ANY TIME, IN ITS SOLE DISCRETION, AND MAY NEVER MAKE AN APPLICABLE SUCCESSOR SERVICE AVAILABLE.WITHOUT LIMITING THE FOREGOING, KORBIT PROVIDES NO ASSURANCES RELATING TO ANY OUTPUTS, SUGGESTIONS OR RECOMMENDATIONS FROM THE KORBIT SOLUTION.  YOU UNDERSTAND THAT YOU WILL USE YOUR OWN GOOD JUDGEMENT AND UNDERSTAND THAT THE KORBIT SOLUTION IS NO SUBSTITUTE FOR THE SKILLS OF AN EXPERIENCED SOFTWARE DEVELOPER.

9. CUSTOMER INDEMNITY AND LIMITATION OF LIABILITY
a) You will defend, indemnify and hold harmless Korbit and its affiliates, and their respective employees, officers, directors, agents, contractors, successors, and assigns, (each a “Korbit Indemnitee”) from and against any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses”) incurred by a Korbit Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”), arising from or in connection with: (i) the Customer Data or other materials provided by you; (ii) unauthorized use of the Korbit Solution by you; (iii) your breach of any representations or warranties made under this Agreement; (iv) the combination of any third-party products with the Korbit Solution by you; or (v)your failure to comply with applicable laws.

b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KORBIT BE LIABLE TO YOU FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) USE, OR (D) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF KORBIT IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE KORBIT SOLUTION IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL KORBIT’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

10. Korbit indemnity
a) Korbit will indemnify, defend, and hold harmless the Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Action by a third party (other than an affiliate or a Customer Indemnitee) that arise from or relate to any allegation that the Korbit Solution infringes any third-party Intellectual Property Right in Canada. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: (A) incorporation of the Korbit Solution into, or any combination, operation, or use of the Korbit Solution with, any products or services not provided or authorized by Korbit, unless such infringement would also have resulted solely from the use of the Korbit Solution without their incorporation in, or combination, operation or use, with such other products or services; (B) modification of the Korbit Solution other than by Korbit or with Korbit’s express written approval; (C) unauthorized use of the Korbit Solution; or (D) Customer’s indemnity in Section 9.

b) If the Korbit Solution is, or in Korbit’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if the Customer’s use of the Korbit Solution is enjoined or threatened to be enjoined, Korbit may, at its option and sole cost and expense:

i) obtain the right for the Customer to continue to use the affected Korbit Solution materially as contemplated by this Agreement;

ii) modify or replace Korbit Solution, in whole or in part, to seek to make the Korbit Solution (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Korbit Solution under this Agreement; or

iii) if Korbit determines that neither of the foregoing two options are reasonably available, by written notice to the Customer, terminate the Korbit Solution, in whole or in part, and require the Customer to immediately cease all use of the Korbit Solution or part or feature thereof and refund any unused prepaid Fees for the terminated services, if applicable.

This Section 10 states Korbit’s sole liability to, and the Customer Indemnitees exclusive remedy against, Korbit for any third party claim described in this section. 

10. TERM AND TERMINATION
a) The term of this Agreement will commence upon the Effective Date and continue in full force and effect for the period of time described on the Order Form, unless terminated earlier pursuant to this Agreement (the “Initial Term”).  The Initial Term will automatically renew for successive periods similar to the Initial Term (each, a “Renewal Term”, and together with the Initial Term, the “Term”) unless either party provides the other party with written notice of its intention not to renew not less than thirty (30) days prior to the end of the Initial Term or then-current Renewal Term. Korbit may, in addition to other relief, terminate this Agreement if the Customer commits a material breach of this Agreement and fails to correct such breach within ninety (90) calendar days after receipt of notice of such breach. Korbit may in its discretion terminate this Agreement effective immediately upon delivery of notice of termination to Customer if Customer becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available to Customer for the benefit of insolvent debtors, or is subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy.Unless otherwise agreed by Korbit, upon expiration or earlier termination of this Agreement, Customer will immediately cease accessing or using the Korbit Solution, including deleting any and all copies of any software. Korbit will make available Customer Data for export during the Term. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle the Customer to any refund.  All Fees due and payable and any amounts due to Korbit are immediately due and are to be immediately paid by Customer to Korbit.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, intellectual property, confidentiality obligations, disclaimers, Customer indemnification obligations, limitations of liability, and the miscellaneous provisions in Section 11 (Miscellaneous) below.MISCELLANEOUS.Notices.  Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Korbit, to the following address:Korbit Technologies
Address: Suite 503, 5605 Av. de Gaspé, Montréal, QC H2T 2A4, Canada
Email:  success@korbit.aiand (ii) if to you, to the current postal or email address that Korbit has on file with respect to you. You are solely responsible for keeping your contact information on file with Korbit current at all times during the Term.Assignment.  You may not assign this Agreement, in whole or in part, without Korbit’s prior written consent. Any purported assignment or delegation by you in violation of this Section will be null and void. Korbit may assign this Agreement or any rights under this Agreement to any third party without your consent. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.Governing Law and Attornment.  This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  This choice of jurisdiction does not prevent Korbit from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.Construction.  Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” means the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.Severability.  Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal, or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.Waiver.  A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations, or other communications between the Parties, whether written or oral.Amendments.  No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, KORBIT MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING YOU PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE KORBIT SOLUTION. UNLESS OTHERWISE INDICATED BY KORBIT, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO YOU OR IS POSTED ON THE WEBSITE OR KORBIT SOLUTION (WHICHEVER IS THE EARLIER).English Language. English Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.