Privacy policy

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.

2.1Ordering: By signing an Order Form, the Client agrees to these EULA terms.

2.2Invoicing & 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.

2.3Fee Increases: CodeGen may review fees annually after the Minimum Contract Period.

2.4Payment Disputes: Must be raised within ten (10) Business Days of the invoice date.

2.5Taxes: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.

4.1Ownership: All IP Rights in the CG Software, Updates, and Documents remain the property of CodeGen or its licensors.

4.2Licence: CodeGen grants a revocable, non-exclusive, non-transferable licence to use the software for internal business purposes during the Term.

4.3Anonymous 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:

• Decompile, reverse engineer, or attempt to derive source code.
• Sub-license, rent, sell, or lease the software to third parties.
• Combine the software with other software without permission.

6.1CodeGen 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.

6.2Client 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) yearsafter termination. Disclosure is only permitted to employees/subcontractors on a "need-to-know" basis or if required by law.

8.2Compliance: Both parties must comply with Privacy Laws (GDPR, etc.).

8.4Security: CodeGen will maintain appropriate technical and organizational measures to protect Input Materials.

8.5Support:Provided in accordance with CodeGen's current support policy as identified in the Order Form.

11.1No Warranty: To the fullest extent permitted by law, all implied warranties are excluded.

11.2Specific Warranties: CodeGen warrants the software will operate substantially as documented and services will be performed with due skill and care.

11.3Remedy: For breaches, CodeGen will either correct the error, reperform the service, or refund unused prepaid fees.

12.2Exclusions: Neither party is liable for loss of profits, business, revenue, or indirect/consequential losses.

12.3Limitation: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).

13.2Notice: Either party may terminate with 90 days' written notice.

13.3Material Breach: Termination is possible if a breach is not cured within 30 Business Days.

13.6Effect of Termination: Client must immediately cease use and delete/destroy all copies of the CG Software and Documents.

Use of Add-ons is voluntary.

Add-ons are subject to the Add-on Provider's Terms.

CodeGen provides no warranties and no support for third-party Add-ons.

This EULA is governed by the laws of Sri Lanka. The courts of Sri Lanka have exclusive jurisdiction over any disputes.