Qodo SDK Software License Agreement

Copyright (c) 2024-2025 Qodo Ltd. All Rights Reserved.

IMPORTANT: READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE.

1. DEFINITIONS

"Software" means the Qodo SDK, including all source code, object code, documentation,
and any updates or modifications provided by Qodo Ltd.

"Licensee" means the individual or entity that has agreed to this License.

"Authorized Use" means use of the Software solely in connection with Qodo's services
and with a valid API key or subscription obtained from Qodo Ltd.

2. LICENSE GRANT

Subject to the terms of this Agreement, Qodo Ltd. grants Licensee a limited,
non-exclusive, non-transferable, revocable license to use the Software solely for
Authorized Use in connection with Qodo's services.

3. RESTRICTIONS

Licensee shall NOT:

(a) Copy, reproduce, or duplicate the Software except as necessary for Authorized Use;

(b) Modify, adapt, translate, reverse engineer, decompile, disassemble, or create
    derivative works based on the Software;

(c) Distribute, sublicense, lease, rent, loan, or otherwise transfer the Software
    to any third party;

(d) Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;

(e) Use the Software to build a competing product or service;

(f) Use the Software without a valid API key or subscription from Qodo Ltd.;

(g) Circumvent any technical limitations or access controls in the Software;

(h) Use the Software in any manner that violates applicable laws or regulations.

4. INTELLECTUAL PROPERTY

The Software is proprietary to Qodo Ltd. and is protected by copyright, trade secret,
and other intellectual property laws. Qodo Ltd. retains all right, title, and interest
in and to the Software, including all intellectual property rights therein. No title
to or ownership of the Software is transferred to Licensee.

5. CONFIDENTIALITY

Licensee acknowledges that the Software contains trade secrets and confidential
information of Qodo Ltd. Licensee agrees to maintain the confidentiality of the
Software and not to disclose it to any third party without Qodo's prior written consent.

6. NO WARRANTY

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NONINFRINGEMENT. QODO LTD. DOES NOT WARRANT THAT THE
SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL QODO LTD. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR
USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF QODO
LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QODO LTD.'S TOTAL
LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE SOFTWARE IN THE
TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. TERMINATION

This license is effective until terminated. Qodo Ltd. may terminate this license
immediately upon written notice if Licensee breaches any term of this Agreement.
Upon termination, Licensee must cease all use of the Software and destroy all
copies in Licensee's possession or control.

9. AUDIT RIGHTS

Qodo Ltd. reserves the right to audit Licensee's use of the Software to verify
compliance with this Agreement. Licensee agrees to cooperate with such audits
and provide reasonable access to relevant records.

10. EXPORT COMPLIANCE

Licensee agrees to comply with all applicable export and import laws and regulations
in connection with the use of the Software.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
the State of Israel, without regard to its conflict of laws principles. Any disputes
arising under this Agreement shall be subject to the exclusive jurisdiction of the
courts located in Tel Aviv, Israel.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior or contemporaneous agreements,
representations, warranties, and understandings.

13. SEVERABILITY

If any provision of this Agreement is held to be unenforceable, the remaining
provisions shall continue in full force and effect.

14. CONTACT

For licensing inquiries or permissions, contact:
Qodo Ltd.
Email: support@qodo.ai
Website: https://www.qodo.ai

BY USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
