In these Licence Terms, when we say you or your, we mean the owner of your app. When we say your app, we mean the particular app that you have generated via the Platform. When we say we, us, or our, we mean Code Genie Pty Ltd (ACN 670 918 108).
These Licence Terms form our contract with you regarding your licence to create, use, distribute and make derivative works in relation to your app. For clarity, the licence we grant to you under these Licence Terms is for one app; you cannot purchase generated Source Code for one app, and then re-use the whole of, or part of, that Source Code for another app. To create another app, you must purchase another licence via the Platform.
Some capitalised words in these Licence Terms have defined meanings, and you'll find each time that word is used in these Licence Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Licence Terms. To the extent something is not defined in these Licence Terms, it is defined in the Platform Terms and Conditions, available here: terms-conditions.md
For questions about these Licence Terms, or to get in touch with us, please email: support@codegenie.codes.
These Licence Terms were last updated on 28th January 2024.
1.1. We own all Intellectual Property Rights in the Source Code and nothing in these Licence Terms constitutes a transfer or assignment of our Intellectual Property Rights in the Source Code to you.
1.2. Subject to your compliance with the Source Code Conditions, we grant you a non-exclusive, worldwide, royalty-free, irrevocable (except in the case of a breach of these Licence Terms), non-sublicensable and non-transferable (except to the extent the Source Code is developed or incorporated into your app) right and licence to use the Source Code for your internal business use and for your use and enjoyment of the Source Code as contemplated by these Licence Terms (Source Code Licence).
1.3. As a condition of your Source Code Licence, you must display our badge and link on your app, as made available to you at the time of download. You acknowledge and agree that nothing in this clause grants you any Intellectual Property Rights in our badge and link. We may, at our sole discretion and acting reasonably, request that you update, replace, remove or make more prominent our badge and link on your app and you must comply with this request. Tampering with, changing or removing any code that displays our badge will be considered a breach of these License Terms. The purchase of an upgraded license as set out on the Platform will remove the requirement to display our badge.
1.4. Unless otherwise agreed between the Parties in writing, you acknowledge and agree that:
(a) the terms of any software agreement (or similar) you share with a third party (including the end-users of **your app**) will include licence terms no less onerous than those set out in these Licence Terms and the Platform Terms and Conditions;
(b) you will not use the Source Code in any way that competes with our business or Platform, and you will ensure that the Source Code is not distributed or shared in any form that allows it to be reused by any third party or in any way competes with our business or Platform;
(c) you will only distribute the Source Code as part of building and deploying **your app**, so that **your app** can be used by end users and for no other purpose except as expressly agreed in writing;
(d) you must not, directly or indirectly, at any time, and unless permitted under these Licence Terms or in writing:
1. re-distribute or re-sell the Source Code, including sharing the Source Code for development purposes other than for building and deploying **your app**;
2. disseminate or share the Source Code with third parties outside of your business;
3. publish the Source Code.
1.5. If you breach the Source Code Conditions at any time:
(a) we may terminate or vary the Source Code Licence immediately on written notice to you; and
(b) you hereby indemnify and hold us harmless for any Liability we incur as a result of, or in connection with, your breach of the Source Code Conditions.
1.6. Subject to your Consumer Law Rights, you acknowledge and agree that:
(a) source code, by its nature, may contain defects, errors or vulnerabilities and we make no representations regarding the fitness for a particular purpose or merchantability of the Source Code. We provide the Source to you on an 'as is' basis;
(b) you are solely responsible for assessing the suitability of the Source Code for its intended purposes;
(c) you are solely responsible for implementing necessary security safeguards and testing procedures to protect your systems and data from the Source Code.
1.7. You represent, warrant and agree that you will not:
(a) attempt to alter the effect or intention of these Licence Terms;
(b) breach any third party rights (including Intellectual Property Rights) when using the Platform, including in the data model you submit to us;
(c) use our Platform to generate a Source Code which is used to develop a software solution, application, or any other platform, that is illegal,
and you hereby indemnify and hold us harmless for any Liability we incur as a result of, or in connection with, your breach of this clause 1.9.
1.8. In the event of a transfer of license ownership by you, the transferee shall be bound by and be obligated to comply with these Licence Terms, as if they were you. Upon transfer, all rights and obligations under these Licence Terms will be assumed by the new owner.
1.9. Nothing in these Licence Terms prevents us from creating the same or similar source code to your Source Code for a third party.
2.1. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
(a) your use of the Source Code, including your failure to implement necessary safeguards and necessary procedures to protect your systems and data from the Source Code; and
(b) any use of the Source Code by a person or entity other than you.
2.2. Regardless of whatever else is stated in these Licence Terms, to the maximum extent permitted by law:
(a) neither we or you are liable for any Consequential Loss;
(b) a party's liability for any Liability under these Licence Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
(c) (where our services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Source Code again or paying the cost of having the Source Code supplied again; and
(d) our aggregate liability to you for any Liability arising from or in connection with these Licence Terms will be limited to the Fees.
3.1. Either party may terminate these Licence Terms if the other party:
(a) breaches these Licence Terms and does not remedy that breach within 14 days of being notified of that breach; or
(b) breaches these Licence Terms and that breach cannot be remedied.
3.2. If we terminate these Licence Terms, the Source Code Licence will automatically terminate.
3.3. Upon termination of these Licence Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.
3.4. Termination of these Licence Terms will not affect any other rights or liabilities that we or you may have.
4.1. Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Licence Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
If the Dispute is not resolved at that initial meeting:
(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Brisbane, Queensland, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
4.2. Governing law: These Licence Terms are governed by the laws of Queensland, and any matter relating to these Licence Terms is to be determined exclusively by the courts in Queensland and any courts entitled to hear appeals from those courts.
5.1. In these Licence Terms:
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Platform will not constitute "Consequential Loss".
Intellectual Property or Intellectual Property Rights means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Source Code Conditions means the conditions set out in clause 1.6.