CodeGen End User Licence Agreement (EULA) — Lia
PLEASE NOTE: Client's use of LIA Chatbot is subject at all times to the terms of this EULA. CodeGen grants the Client the license to use LIA Chatbot (CG Software), a fully functioning AI Chat Bot subject to the Client's acceptance of all terms and conditions set forth in this EULA, together with any additional license restrictions specified in the Order Form attached hereto.
| Term | Definition |
|---|---|
| Associate | Any entity which directly or indirectly Controls, is Controlled by, or is under common Control with a party. |
| Add On Services | Additional features or services provided by third-party providers available through CG software. |
| Business Day | A day other than Saturday, Sunday, or public holidays in Sri Lanka. |
| Business Systems | IT and communication systems (networks, hardware, software) owned or licensed by the Client. |
| CG Software | CodeGen's proprietary software — Lia Chatbot, in machine-readable object code form. |
| Deliverable | The CG Software, Documents, and/or Updates provided by CodeGen. |
| IP Rights | All intellectual property rights including patents, copyrights, trademarks, and trade secrets. |
| Input Materials | Documents, data (including Personal Data), and materials uploaded by the Client to the Software. |
| Maintenance & Support | Error corrections and updates provided by CodeGen. |
| OSS | Open Source Software meeting the Open Source Initiative's definition. |
2.1 Ordering: By signing an Order Form, the Client agrees to these EULA terms.
2.2 Invoicing & Payment: Subscription Fees are generally invoiced monthly in advance. Payments must be made within thirty (30) days from receipt of the invoice (Due Date). Unpaid amounts accrue interest at 1.5% per month.
2.3 Fee Increases: CodeGen may review fees annually after the Minimum Contract Period.
2.4 Payment Disputes: Must be raised within ten (10) Business Days of the invoice date.
2.5 Taxes: Fees exclude taxes (VAT, levies, etc.). Client is responsible for all such taxes except those based on CodeGen's income.
Free Trial Software is provided "as-is" without any warranty.
Unless the Client gives seven (7) days' notice before the trial ends, the full Fees detailed in the Order Form will become payable.
4.1 Ownership: All IP Rights in the CG Software, Updates, and Documents remain the property of CodeGen or its licensors.
4.2 Licence: CodeGen grants a revocable, non-exclusive, non-transferable licence to use the software for internal business purposes during the Term.
4.3 Anonymous Data: CodeGen may use non-personally identifiable data to analyze and improve its services.
5.1 Permitted Use
The Client may use the software for internal business purposes and make necessary copies for security/backup, provided all proprietary notices are maintained.
5.2 Restrictions
The Client shall not:
6.1 CodeGen Indemnity: CodeGen will defend the Client against third-party claims alleging that the CG Software infringes IP rights, provided the Client hasn't modified the software or used it contrary to instructions.
6.2 Client Indemnity: The Client will defend CodeGen against claims arising from the Client's use of the software in breach of this EULA or claims regarding the Input Materials provided by the Client.
Both parties agree to keep technical and commercial know-how confidential during the term and for five (5) years after termination. Disclosure is only permitted to employees/subcontractors on a "need-to-know" basis or if required by law.
8.2 Compliance: Both parties must comply with Privacy Laws (GDPR, etc.).
8.4 Security: CodeGen will maintain appropriate technical and organizational measures to protect Input Materials.
8.5 Support: Provided in accordance with CodeGen's current support policy as identified in the Order Form.
11.1 No Warranty: To the fullest extent permitted by law, all implied warranties are excluded.
11.2 Specific Warranties: CodeGen warrants the software will operate substantially as documented and services will be performed with due skill and care.
11.3 Remedy: For breaches, CodeGen will either correct the error, reperform the service, or refund unused prepaid fees.
12.2 Exclusions: Neither party is liable for loss of profits, business, revenue, or indirect/consequential losses.
12.3 Limitation: CodeGen's total aggregate liability is limited to 30% of the Fees actually paid by the Client during the month preceding the claim (except for confidentiality breaches).
13.2 Notice: Either party may terminate with 90 days' written notice.
13.3 Material Breach: Termination is possible if a breach is not cured within 30 Business Days.
13.6 Effect of Termination: Client must immediately cease use and delete/destroy all copies of the CG Software and Documents.
This EULA is governed by the laws of Sri Lanka. The courts of Sri Lanka have exclusive jurisdiction over any disputes.