Terms of Service
DEFINITIONS
Account – term used to define the dedicated space for a company within Codeaid to access and use the Service.
Candidate – anyone who is invited to take a Challenge.
Challenge – test that can be given to a Candidate to test his/her skills.
Codeaid – a SaaS (a software as a service) application used to test the skills of a developer as part of a recruitment or training process.
Organization User – a user who has registered for accessing the Account and was assigned with one of the following organization roles: organization recruiter; organization admin or organization owner.
Privacy Policy – privacy policy which sets forth terms and conditions of personal data processing.
BEFORE YOU USE THE SERVICE AND CREATE AN ACCOUNT AS ORGANIZATION USER OR TAKE A CHALLENGE AS CANDIDATE, PLEASE READ THIS DOCUMENT CAREFULLY AS YOU HEREINAFTER ASSENT TO ITS CONTENTS AND BINDING NATURE.
1. Scope of Terms
1.1. Codeaid facilitates software development testing and evaluation for recruiting purposes. The software is created, owned, and licensed by Scopic Software LLC (“Scopic”).
1.2. Codeaid provides a Software as a Service (Saas) application for Organization Users to
(I) invite Candidates to take a Challenge,
(II) get the Challenge completed by a Candidate, evaluated by Codeaid, and
(III) receive the results of the Challenge from Codeaid (the “Service”).
1.3. Before you use, or otherwise access, Codeaid, you must read this Terms of Service (“Terms”) carefully. This Terms constitutes a legally binding agreement between you and/or the organization you represent and apply to your sole usage of Codeaid and/or usage of Codeaid on behalf of your organization.
1.4. Codeaid is not available for persons under the age of eighteen (18) years old. By using Codeaid, you represent and warrant that you are at least eighteen (18) years old, and that you are of legal age to form legally binding contracts under the laws of your jurisdiction, and that you are not prohibited from obtaining services under the laws of the United States of America or other applicable jurisdiction (whether due to sanctions or otherwise).
You may not use Codeaid if your Account was terminated by Scopic or registration of your Account was denied. Codeaid should be used, and Account may only be created by companies that need to test software technical skills as part of a hiring, training or other valid business process. The use of a business email address to sign up is mandatory.
Scopic reserves the right to refuse registration of Account as well as the right to cancel or restrict access to Account for anyone for any reason in Scopic’s reasonable discretion at any time.
To avoid any doubt, Scopic may deactivate your Account if you are not complying with these Terms, or if you use the Services in any way that may cause us legal liability, disrupt other user’s use of Codeaid, damage our business or reputation, or interfere with the potential success of the application. If we deactivate your Account, we will let you know via email. If your account gets deactivated and you have any questions or comments, you can reach out to us by emailing contact@codeaid.io.
1.5. Account is created by Organization User with a selected role and is accessed via a username (email) and password that you must create. You are entirely responsible for keeping your information accurate, complete and updated, and your Codeaid account username and password confidential. You agree to notify Codeaid immediately if you suspect any unauthorized use of your account or access to your password or breach of security. You shall not allow any other person to use your username and password to access the Account and use the Service. You accept responsibility for any activities or actions that occur under your account and agree to hold us harmless for any loss and/or damage arising from your failure or inability to keep your username and password secure and confidential, or to provide us with complete and accurate information or from theft of, your disclosure of, or your allowing another person to use your username and password.
1.6. If you are accepting this Terms on behalf of a legal entity, you represent and warrant that you have full authority to bind such entity to this Terms, and references to “you” or “your” refer to both the individual end-user and the entity you represent.
1.7. BY USING CODEAID, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THIS TERMS AND ACCEPT IT. SHOULD YOU DECIDE TO REFUSE TO BE BOUND BY THIS TERMS FOR WHATEVER REASON AB INITIO, YOU SHALL HAVE NO LEGAL RIGHT TO CREATE AN ACCOUNT AND USE CODEAID. SHOULD YOU DECIDE NOT TO BE BOUND BY THIS TERMS ANY LONGER AFTER YOU BECAME A USER OF AND STARTED USING CODEAID, YOU SHALL IMMEDIATELY CEASE USE AND HAVE NO FURTHER RIGHT TO USE CODEAID. TO AVOID ANY DOUBT, YOU MAY NOT ACCESS AND USE CODEAID IF YOU DO NOT AGREE TO THE VERSION OF THE TERMS POSTED AT THE TIME YOU ACCESS CODEAID.
1.8. YOUR USE OF CODEAID IS SUBJECT TO OUR PRIVACY POLICY.
2. License
2.1. Subject to your compliance with these Terms, Scopic grants you a limited, non-exclusive, revocable, non-transferable, non-redistributable license to access and use Codeaid for your personal or business use. Scopic reserves any and all rights not expressly granted herein.
2.2. Scopic may, but is not required to, provide any updates, enhancements, modifications, revisions, or additions to Codeaid. Any such updates will be subject to this Terms and Privacy Policy (as amended, as the case may be).
2.3. Should you violate, fail to comply with or act inconsistently with the letter and spirit of these Terms and Privacy Policy at any time, Scopic reserves a right to terminate this license with immediate effect, and delete your Account and content in your Account, and to bring legal action, as defined in clause 11.1. hereof.
3. Limitations of use
3.1. You may not try to reproduce, modify, create derivative works, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise use Codeaid except as expressly permitted by the license granted under these Terms.
3.2. You shall not reverse engineer, reverse compile, or disassemble the object and/or source code.
3.3. You shall not create and utilize any software on top of Codeaid in order to crawl, scrape, index, or use data generated, aggregated or displayed by Codeaid.
3.4. You shall maintain and not remove or obscure any proprietary notices on Codeaid.
3.5. You shall not use any robot, spider, or other automatic devices, processes, or data gathering or extraction methods to access Service for any purpose.
3.6. You shall not use the Service in an abusive or excessive manner and, inter alia, each Account is restricted to sending not more than one thousand (1,000) invites to Candidates or potential Organization Users per month. Scopic reserves the right to adjust this limit as needed to continue to provide free and fair use of Services to all Users.
3.7. Scopic reserves the right to immediately limit, restrict or terminate access to Codeaid in case of violation of this Terms. Such decision will be made at Scopic’s sole discretion.
4. Free use and paid services
4.1. Use of core functionalities of Codeaid is currently free of charge. In the future Scopic reserves the right to:
- Introduce premium services for a subscription fee or some other monetization model;
- Place certain limits on the use of Codeaid on a free-of-charge basis;
- Cease to provide the Services on a free-of-charge basis and offer only paid services.
If Scopic decides to cease providing free-of-charge Services, you will be informed on such a decision with 30 day notice. Notice will be via email and/or through the application itself. If free service is ended and you do not wish to use the paid service you will have no right to further use Codeaid upon the expiration of the 30 day period.
5. Communications
5.1. By entering this Terms or using Codeaid, you agree to receive communication from Scopic for marketing and non-marketing purposes. You may request to opt out of receiving any marketing communication by selecting the “unsubscribe” option in the email communication or by contacting Scopic at contact@codeaid.io.
5.2. Any copyright infringement notices, and requests connected with consumer protection regulations can be sent to legal@scopicsoftware.com and contact@codeaid.io.
6. Support
6.1. We will reasonably endeavor (but in no way guarantee) to maintain the Service operational 24 hours a day/7 days a week, except for: (i) planned downtime (which will be communicated on the website with reasonable prior notice); or (ii) any unavailability caused by circumstances beyond Scopic’s control, including but not limited to declared or undeclared war, fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, epidemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third-parties, or any other force majeure event; (iii) server hardware failure, or (iv) hacker attacks, or any other such circumstances beyond our control.
6.2. Support services are provided for Organization Users. However, some such services may be subject to additional fees. If any support services are subject to a fee, you will be notified before the support service is provided.
6.3. To request support, please write to contact@codeaid.io. We will make the best effort to provide support within a reasonable time frame; however, there are no warranties with regards to the response/resolution time.
7. Intellectual property rights and use of content
7.1. Codeaid and all intellectual property rights contained therein, and the Service, including Challenges, are the property of or licensed by Scopic. You may not copy, imitate, or use any intellectual property, including logo, trademark, industrial design, know-how, or any information, or data without the prior written consent of Scopic.
7.2. Scopic is the owner or licensee of all intellectual property rights of any material written or published on Codeaid, including but not limited to all Challenge results and content (source code) produced by a Candidate during performing the Challenge. All such rights are reserved, and no rights are granted or transferred hereunder except to the extent expressly licensed under this Terms of Service.
In case the ownership of Scopic to Challenge results and content is vacated by a US court or arbitration proceedings, it is deemed that from the time you have first used Codeaid you have, by submitting or writing any material on Codeaid, granted Scopic a non-exclusive, perpetual, royalty-free, worldwide, transferrable and irrevocable license to use such content (including Challenge results and source code) in connection with providing the functionality of the Service.
We do not sell, trade, or rent data provided by the Organization User or Candidate to advertising companies.
We may collect, process and share or sell generic aggregated demographic information not linked to any specific information regarding certain Candidates or Organization Users, or aggregated or individual Challenge results to third parties.
You agree we may access, collect, analyze any information contained in your Account or placed on Codeaid, including information contributed by Candidates you invite, in order to develop patches, bug fixes, make improvements, develop new features and other modifications to improve the performance of the Service and Codeaid.
You may not request Scopic to delete your Account, any content on your Account, Challenge results (including source code provided by Candidates) or request that your non-personal data is ever deleted upon the termination of this agreement.
7.3. By creating your Account, accepting an invite to take a Challenge, submitting your Challenge assignment or writing any material on Codeaid, you agree that Scopic becomes a sole owner of any and all rights to any and all such material (including Challenge results and source code), data and information in connection with providing the Service.
7.4. You warrant that you will not use Codeaid:
(i) to infringe the intellectual property rights of any third party;
(ii) to violate any applicable laws;
(iii) to disseminate, transfer or store information that is harmful, abusive, harassing, tortious, defamatory, vulgar, obscene, or otherwise violate any law or right of any third party or engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service;
(iv) to disseminate any software viruses or any other computer code, files, or programs that may interrupt, destroy or limit the functionality of Codeaid;
(v) to impersonate or attempt to impersonate Codeaid or Scopic, their employees, another user, or any other person or entity;
(vi) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation;
(vii) to run “bots”, “robots”, “spiders” or any processes that run or are activated while you are not logged in;
(viii) to use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent;
(ix) to use any device, software, or routine that interferes with the proper working of Codeaid;
(x) to attempt to interfere with the proper working of Codeaid or abuse using Codeaid in any other way.
You also warrant and represent that:
(i) you legally own or have other exclusive rights to the information, data and materials you post on your Account, and you do not violate any applicable laws or contractual obligation, privacy rights, copyright rights or any other rights of third persons, and
(ii) you do not infringe any third person’s right (including copyright) when you take a Challenge and perform it.
7.5. By proposing any feedback to Codeaid to, including but not limited to, improve the performance and functionality of Codeaid, e.g. submitting bug reports and/or identifying errors, proposals for modifications and/or enhancements, comments, you hereby grant Scopic a perpetual, irrevocable, nonexclusive, royalty-free, sublicensable license to all rights necessary to incorporate and use your feedback for any purpose. You hereby agree that you provide your feedback with no compensation from Scopic, and your feedback is gratuitous, unsolicited and without restriction. You also hereby agree that that any derivatives from your feedback (such as improvements and or new functionality, etc.) will be solely owned by Codeaid/Scopic and the latter will have exclusive intellectual property rights on such derivative works. Scopic also does not waive any rights to use similar ideas and/or propositions developed by its employees, contractors, consultants, or known to Scopic previously, or received from other sources. If you do not agree with the rules stipulated above, you shall not provide your feedback.
7.6. Codeaid respects others’ intellectual property rights. If you believe that any content on Codeaid infringes your copyright, you may submit a notification at legal@scopicsoftware.com and contact@codeaid.io pursuant to the United States’ Digital Millennium Copyright Act (“DMCA”). Such notification must be in writing and contain the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
(ii) a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
(iii) identification of the URL or other specific location on Service where the material that you claim is infringing is located;
(iv) your address, telephone number, and email address;
(v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
8. Third-party Software
8.1. Codeaid may contain software licensed to Scopic by third parties, including but not limited to open-source software.
8.2. We may use third-party service providers to monitor and analyze your use of the Service.
8.3. We reserve the right to use third-party services to record Organization Users’ and Candidate’s use of the Website or application, including Candidates’ process of solving Challenges.
9. Trademarks
9.1. Users may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on or in Codeaid. Users are not granted any rights to any trademarks or service marks of Scopic by using Codeaid.
10. Termination
10.1. Scopic may terminate this Agreement at any time, in case of your breach of the Agreement, violation of applicable laws, providing inaccurate information or becoming a person barred from receiving services by US companies with a written notice which has immediate effect.
Scopic may terminate the Agreement with you at any time for no reason with thirty (30) days notice.
10.2. You may terminate this Agreement with Scopic for any or no reason at any time with a written notice which has immediate effect.
10.3. Upon the termination of the Agreement, the access to your Account will be terminated and we may (but not required to) delete your Account and Content, any and all licenses granted by Scopic to you will be terminated. We shall retain in perpetuity any license provided by you to Scopic on any Content posted on your Account upon the termination of this Agreement.
11.1. Any controversy or claim arising out of or relating to this Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. However, parties may assert individual claims in small claims court if their claims qualify.
11.2. The number of arbitrators shall be one for claims with damages and/or loss sought not exceeding USD 200,000. For claims with a relief sought equivalent to USD 200,000 and more, the number of arbitrators shall be three.
11.3. The place of arbitration shall be Boston, MA, USA. The language to be used in the arbitral proceedings is English.
11.3. This Terms shall be construed in accordance with and governed by the substantive law of the Commonwealth of Massachusetts in the United States.
11.4. Each party shall bear its own costs, irrespective of the outcome of the dispute. The decision issued by the American Arbitration Association in accordance with its Arbitration Rules shall be final and binding on both parties, and the parties hereby refuse any right to appeal such a decision.
11.5. THE PARTIES AGREE TO ARBITRATE ANY DISPUTE ON AN INDIVIDUAL BASIS, AND EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
11.6. User and Scopic hereby irrevocably agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or Agreement must be filed within one (1) year after such claim or cause of action arose or shall be forever barred.
12. No warranty
12.1. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, CODEAID IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SCOPIC DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED.
12.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCOPIC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
12.3. SCOPIC DOES NOT WARRANT THAT CODEAID IS ERROR-FREE, FREE OF VIRUSES, AVAILABLE AT ALL TIMES/LOCATIONS, AND WITHOUT INTERRUPTION AND THAT ANY OPERATIONAL DEFECT WILL BE CORRECTED. SUBSEQUENTLY, SCOPIC IS NOT LIABLE SHOULD ANY OF THE AFOREMENTIONED OCCUR.
13.1. By accepting this Terms, you agree to protect, defend, indemnify and hold Scopic harmless from and against any and all claims, demands, costs, expenses, losses, liabilities, and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Scopic directly or indirectly arising from your usage of Codeaid.
14.1. In no event shall Scopic be liable to you or any other person or entity for any direct, indirect, incidental, special, punitive or consequential damages whatsoever, including any that may result from (1) your breach of this Terms; (2) your violation of any law or the rights of a third party.
15.1. Organization Users shall not send invites to Candidates from countries under US sanctions or Candidates otherwise prohibited from obtaining services under the laws of the United States of America or another applicable jurisdiction. If you do so, you shall bear the sole responsibility for the violation of the applicable legislation and hereby consent to hold us harmless from any fines, losses, and damages.
15.2. Codeaid is hosted in the United States and intends to cater its Services predominantly to US users.
Users accessing Codeaid outside of the United States, (e.g. from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws), through continued use of Codeaid, which is governed by US law, hereby explicitly agree to transfer their personal information to the United States and hereby provide their consent to such a transfer.
Using Codeaid is at your sole risk, and it is your sole responsibility to comply with all local rules and laws regarding your use of Codeaid, including, as it concerns online conduct and acceptable content and you understand and agree that GDPR or other similar policies in other jurisdictions are not followed by and do not apply to Codeaid and Scopic during provision of the Service.
16. Responsibility
16.1. You acknowledge that Scopic is not responsible for any access to or use of your data by Third-party providers or their products or services or for the security or privacy practices of any Third-party provider or its products or services, and is not responsible and liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third-party products as such products and behavior are not under Scopic’s control.
16.2. SCOPIC DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS.
16.3. It is sole responsibility of the Organization User whether to, how and when to interact with other Organization Users and Candidates. In case you find yourself in a dispute with one or more Organization Users and/or Candidates, you hereby agree that your sole remedy will be to cease using Codeaid.
All Users irrevocably and forever release Scopic and Codeaid (and our officers, directors, agents, subsidiaries, contractors, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
To avoid any doubt, Organization User’s decision on hiring a Candidate is his own, and a Challenge is merely one factor to be considered in any evaluation process. Organization Users shall not exclusively rely on Challenge results to evaluate technical proficiency and knowledgeability of the Candidate.
Organization Users and Candidates irrevocably release Scopic and Codeaid from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the Organization User’s decision to hire or not to hire Candidates based on Challenge results even in case the Challenge results were displayed erroneously, or the Challenge was incorrectly assessed.
17. Publicity
17.1 By using the Service, you grant Scopic the right to include you as a customer in Codeaid’s promotional materials (e.g., on a website), including your organization’s name and logo. You can unsubscribe at any time by submitting a written request via email to contact@codeaid.io, requesting to be excluded from any promotional material. Requests may take up to thirty (30) calendar days to process.
18. Privacy
18.1. For information on privacy matters, and processing your personal data please read our Privacy Policy.
19. Modifications
19.1. Scopic may modify this Terms from time to time by posting an amended version. Modifications are effective upon Scopic’s posting of the new version of the Terms which will be effective 5 days upon the modified Terms are posted. If you continue to use Codeaid, this will be regarded as an explicit acceptance of the amended Terms from the first day of posting modified Terms.
20. Miscellaneous
20.1. No agency, partnership, joint venture, or employment is created as a result of this Terms.
20.2. The failure of either Scopic or the User to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights.
20.3. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Terms shall otherwise remain in full force and effect and enforceable.
20.4. Scopic may transfer or assign this Terms and its rights and obligations without your consent.
20.5. This Agreement constitutes the entire agreement between you and Scopic with respect to the subject matter and supersedes and replaces all prior agreements.
