This CODESPELL.AI SOFTWARE END USER LICENSE AGREEMENT (“Agreement”) is a legally binding contract between the end user (“USER”) (whether an individual or a single entity/organization) and Aspire Systems Digital Transformation Limited (“ASPIRE”) regarding the usage of the Software.
READ THIS AGREEMENT CAREFULLY, AND UNDERSTAND, ACCEPT THE SAME BEFORE ACCESSING, INSTALLING AND USING THE SOFTWARE. BY ACCESSING, INSTALLING, OR OTHERWISE USING THE SOFTWARE, THE USER AGREES TO BE UNCONDITIONALLY BOUND BY THE TERMS OF THIS AGREEMENT AND FURTHER REPRESENTS AND WARRANTS TO ASPIRE THAT: (A) USER’S REGISTRATION AND USE OF THE SOFTWARE IS IN COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS. IF USER IS AN ENTITY/ORGANIZATION, THE INDIVIDUAL ACCEPTING THESE TERMS REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF, AND TO BIND THEIR ENTITY/ORGANIZATION. IF THE USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT OR DO NOT HAVE AUTHORITY TO AGREE TO THESE TERMS, THEN THE USER MUST NOT ACCESS, INSTALL AND/OR USE THE SOFTWARE.
1.1 ‘License Schedule’ shall mean a supplemental document executed by the USER and ASPIRE, and incorporated by reference into this Agreement, that provides the scope, subscription plan, License Use Term, applicable license subscription fee, Location, territorial restrictions, and any additional terms, including those related to support (if any), and usage limitations. In the event of a conflict between the License Schedule and this Agreement, the terms of the License Schedule shall prevail with respect to the specific licensing provisions it addresses.
1.2 ‘Limited Use’ shall mean a non-exclusive, non-transferable, non-sublicensable, fee-based, revocable, limited right of access to the USER (and to allow a limited number of its authorized individual as permitted in the License Schedule) to use the Software for a Limited Use Term solely for USER’s internal development purposes.
1.4 ‘Location(s)’ means the location specified in the License Schedule where Software will be installed for Limited Use.
1.5 ‘Proprietary Information’ shall mean the Software, including, without limitation, all content written or visual, pictures, presentations, information, procedure, graphics, documentation, user manual and other material contained therein.
1.6 ‘Software’ shall mean the application developed by ASPIRE, known as Codespell.ai, which utilizes third party artificial intelligence to generate codes. The term "Software" includes all updates, upgrades, modifications, and configurations to the application, and encompasses its source code, binary code, user interface components, libraries, and associated documentation.
1.7 'Subscription License Billing Date' is the date when USER purchases the first subscription license in accordance with Clause 2.2
1.3 ‘Limited Use Term’ shall mean the initial period commencing from the date of purchase by USER of the subscription to the Software as set forth in the License Schedule (“Initial Term”) and any renewals thereof.
2.1 Trial License : ASPIRE may offer USER a limited, non-exclusive, non-transferable, and revocable license to access and use the Software on a trial basis (“Trial License”) for a period of seven (7) days or a lesser duration as may be determined by ASPIRE (“Trial Period”). During the Trial Period, use of the Software by the USER is subject to the same restrictions, limitations, and obligations set forth in this Agreement. The Trial Period will automatically expire and the access to the Software will be terminated at the end of Trial Period, unless USER purchases Subscription License as provided in Clause 2.2. The Trial License is provided “AS IS” without warranties or remedies of any kind. Certain features, functionalities, or usage limits may be restricted or disabled during the Trial Period. Trial License is available for new customers only. ASPIRE reserves the right to modify, suspend, or terminate the Trial License at any time without prior notice.
2.2 Subscription License: Upon payment of the subscription fee and subject to USER’s compliance (on an ongoing basis) with this Agreement, ASPIRE grants the USER a right to Limited Use of the Software in accordance with the subscription plan USER selects (“Subscription License”). The subscription plan will automatically renew for successive periods for the same duration as that of the Initial Term, unless USER cancels the subscription. The USER is permitted to access and use the Software as specified in this Agreement and in accordance with the subscription plan selected by USER and specified in the License Schedule for the Limited Use Term. USER may permit limited number of its authorized personnel to access and use the Software in accordance with the License Schedule, provided that USER is responsible for (a) their compliance with this Agreement and (b) for any breach of this Agreement by such permitted users. USER agrees that all information that the USER provides for account creation is accurate, complete, and not misleading, and that the USER will keep it accurate and up to date at all times. The USER will be solely responsible for maintaining the confidentiality of their account credentials and accept responsibility for all activities that occur under their account.
ASPIRE will make the Software available as an extension for developer IDE through the respective marketplace. USER must comply with the system requirements for installation and deployment of the Software. The USER acknowledges that access to the Software is facilitated through the marketplace and accordingly the USER shall comply with the terms and conditions of the marketplace platform. Any breach of the marketplace terms may result in termination of the USER’s access to the Software on an immediate basis. ASPIRE does not guarantee uninterrupted access to the Software that may occur due to the platform outage, maintenance, technical issues or any other reason in connection with the marketplace. The marketplace may have its own terms and conditions, policies, intellectual property rights and this Agreement does not specify any marketplace governing terms or grants any rights to use the intellectual property of the marketplace.
Except as expressly agreed herein, ASPIRE shall not be responsible for providing any additional services to the USER or updates, upgrades, enhancements, extensions, or other services concerning the Software. The Software is provided "as-is," and ASPIRE does not commit to providing support services unless explicitly agreed in the License Schedule. USER agrees that ASPIRE may perform scheduled maintenance of the Software, during which time USER may experience some disruption.
USER agrees that it will not by itself, or through any parent, subsidiary, affiliate, agent or other third party: (i) sell, rent, lease, license, sublicense, encumber or otherwise deal with any portion of the Software or provide the Software as a stand-alone hosted solution, (ii) work around any technical limitations of the Software and/or decompile, disassemble, or reverse engineer any portion of the Software, (iii) it shall not attempt to decompile and derive source code of the Software, (iv) write or develop any derivative software or any other software program based on ASPIRE information, (v) use the Software to provide processing services to third parties, subscription service, commercial timesharing, rental arrangements, bureau use or hosting for online access,(vi) provide, disclose, divulge or make available to, or permit use of the Software by persons other than as permitted in the License Schedule, (vii) use the Software other than as expressly permitted or in an manner that is unlawful, (viii) disclose to any third party any results of benchmarking or other testing generated in connection with USER’s use of Software, including without limitation to any comparisons of the Software with any other product, and/or (ix) remove, block, or modify any notices of the Software or its suppliers. USER shall immediately notify ASPIRE of any unauthorized duplication, distribution or use of the Software which comes to the USER’s attention and shall provide ASPIRE with all necessary assistance to (i) investigate and stop such activities and (ii) recover and/or destroy such unauthorized copies.
6.1 The Software may incorporate, integrate and/or consume third-party intellectual property and open-source components (together “Third Party Component”), which are subject to the respective third-party and open-source licenses and policies. USER’s use of such components is governed by their applicable terms and policies, which may grant USER additional rights or impose more specific and/or stringent limitations.
6.2 USE OF THE THIRD-PARTY COMPONENT BY USER SHALL BE GOVERNED ENTIRELY BY THE TERMS AND CONDITIONS OF SUCH LICENSE AND POLICIES OF THE RESPECTIVE THIRD PARTY. ASPIRE DISCLAIMS ALL LIABILITY (WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES), WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, INDEMNITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ASPIRE DOES NOT GUARANTEE THE AVAILABILITY, SECURITY, COMPATIBILITY, OR PERFORMANCE OF ANY THIRD-PARTY COMPONENT. COPIES OF APPLICABLE LICENSES FOR THIRD PARTY COMPONENT MAY BE PROVIDED WITH THE SOFTWARE OR MADE AVAILABLE UPON REQUEST.
7.1 The USER shall pay to ASPIRE the subscription fees for the Limited Use rights granted pursuant to this Agreement, in accordance with the License Schedule. All subscription fees and any additional charges shall be paid in advance for the Limited Use Term and subscription plan selected by the USER (e.g., monthly, annually, one-time). The subscription fees paid are non-refundable.
7.2 ASPIRE reserves the right to determine and/or modify pricing and will make reasonable efforts to keep the most recent pricing information published. USER may check the pricing page periodically for current pricing information. If the USER activates a Subscription License, then USER authorizes ASPIRE and/or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription License by the USER, all accrued sums on or before the payment due date. USER’s account will be charged automatically on the Subscription License Billing Date and thereafter on each renewal date of USER’s Subscription License for all applicable fees and taxes for the renewed subscription period. USER must cancel its Subscription License before it renews in order to avoid billing of the next periodic subscription fee to USER’s account. ASPIRE or its third-party payment processor will bill the periodic subscription fee to the payment method associated with USER’s account or that USER had otherwise provided to ASPIRE. If USER pays any fees with a credit card, then ASPIRE may seek pre-authorization of USER’s credit card account prior to USER’s purchase to verify that the credit card is valid. USER’s CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.
7.3 The subscription fee is exclusive of all taxes, and the USER shall be responsible for the payment of all applicable duties, taxes, and withholding taxes. All fees and additional costs shall be paid in full by the USER, without any right to set-off or deduction.
8.1 USER acknowledges that the Proprietary Information is the proprietary work of ASPIRE and subject to Clause 6, such Proprietary Information is the exclusive property of ASPIRE and is protected by intellectual property and other laws relating to proprietary rights. The Software usage license grant to USER is solely intended for Limited Use as set forth in Clause 2 of this Agreement. ASPIRE reserves all rights not expressly granted to USER herein. USER hereby agrees to comply in all respects with the confidentiality, ownership, and use provisions of this Agreement with regard to the Software. USER hereby expressly disclaims any and all proprietary rights in the Software, Proprietary Information and ASPIRE’s Confidential Information.
8.2 USER shall not attempt to use and/or register any of the ASPIRE’s trademarks, company names or trade names or any logo used or associated with the Software, nor shall USER attempt to develop any products which are similar to any portion of the Software.
EXCEPT AS SET FORTH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASPIRE MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO USER OR CONTENT GENERATED, AVAILABLE THROUGH THE SOFTWARE USAGE UNDER THIS AGREEMENT. SPECIFICALLY, ASPIRE DOES NOT WARRANT THAT THE SOFTWARE AND/OR CONTENT GENERATED WILL BE ERROR FREE OR WILL PERFORM IN AN UNINTERRUPTED MANNER OR MEET THE USER’S REQUIREMENTS. TO THE GREATEST EXTENT ALLOWED BY LAW, ASPIRE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF ASPIRE HAD BEEN INFORMED OF SUCH PURPOSE) AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE DOCUMENTATION AND SUPPORT, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. USER UNDERSTANDS AND AGREES THAT THE USE OF THE SOFTWARE IS AT USER’S DISCRETION AND RISK, AND THAT ASPIRE IS NOT RESPONSIBLE FOR ANY LOSS AND/OR DAMAGE. ACCESS TO THE SOFTWARE FROM COUNTRIES OR TERRITORIES OR BY INDIVIDUALS WHERE SUCH ACCESS IS ILLEGAL IS PROHIBITED.
IN NO EVENT WILL ASPIRE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE AND/OR CODE GENERATED HEREUNDER INCLUDING THE PROVISION OF SUPPORT SERVICES OR ANY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE OR SAID SERVICES, CODE GENERATED IRRESPECTIVE OF WHETHER IT HAD AN ADVANCE NOTICE OF POSSIBILITY OF ANY SUCH DAMAGES. IN ANY EVENT, ASPIRE’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR UNDER ANY OTHER FORM OR LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM ASPIRE’S NEGLIGENCE, SHALL IN NO EVENT BE GREATER THAN THE SUBSCRIPTION FEE PAID BY THE USER IN THE PRECEDENING TWELEVE (12) MONTHS IN RELATION TO THE RELEVANT SOFTWARE LEADING TO THE LOSS OR DAMAGE.
The USER hereby undertakes to defend, indemnify and hold harmless, upon demand, ASPIRE, its affiliates, directors, officers, employees, consultants, agents from and against any claims, disputes, losses, damages, reasonable legal costs and expenses incurred by or awarded against ASPIRE as a result of, or in connection with: (a) USER’s usage of the Software in breach of the terms and conditions contained in this Agreement; (b) USER’s breach of the terms and conditions contained herein, any representations, warranty, or agreement referenced herein, or any applicable law or regulation; (c) breach of any third party right (including any dispute between the USER and any third party) . The USER shall not seek a compromise or settlement of the claim without the ASPIRE’s consent.
12.1 Software is proprietary to ASPIRE. The USER expressly undertakes to retain in confidence any information supplied with the Software and any and all other non-public information provided by ASPIRE under this Agreement (“Confidential Information”) and will make no use of Confidential Information except as permitted under the terms of this Agreement. USER shall use its best efforts to protect Confidential Information, which efforts shall be at least as stringent as the measures it takes to protect its own confidential information and in no event less than a reasonable degree of care. USER shall disclose Confidential Information only to its employees, authorised personnel on a need-to-know basis for the fulfilment of the purpose permitted herein. USER has executed or shall execute appropriate written agreements with employees, authorised personnel sufficient to enable ASPIRE to enforce all the provisions of this Agreement. USER may disclose Confidential Information in accordance with judicial or other governmental order, provided USER gives ASPIRE reasonable notice prior to such disclosure to allow ASPIRE a reasonable opportunity to seek a protective order or equivalent.
12.2 USER agrees that damages may not be an adequate remedy for any breach of this Clause and that ASPIRE shall be entitled to seek any legal and/or equitable relief, including an injunction in addition to its other remedies at law, in equity and under this Agreement. This Clause shall remain in full force and effect notwithstanding any termination of this Agreement.
ASPIRE will on an ongoing basis monitor the usage of the Software. ASPIRE will have the right, upon reasonable prior written notice to USER, during business hours, either itself or to have an independent audit firm selected by ASPIRE to audit USER’s equipment on which the Software is installed, and all related back-up files, to verify compliance with this Agreement. The audit will be conducted at ASPIRE’s expense, unless the audit reveals that USER has failed to pay subscription fees consistent with its use of the Software, in which case USER will reimburse ASPIRE for all reasonable costs and expenses incurred by ASPIRE in connection with such audit, together with any subscription fees.
ASPIRE may terminate this Agreement, without cause upon seven (7) days’ written notice to the USER by email, mail or courier. If USER commits any breach of this Agreement (including violation of any third party requirements), ASPIRE shall be entitled to terminate this Agreement and the access to use the Software on an immediate basis. Any termination of this Agreement shall be without prejudice to any other rights or remedies under this Agreement, or at law, and shall not affect any accrued rights or liabilities. Upon termination of this Agreement, USER’s right and grant of access to use the Software shall be terminated. Immediately upon termination or expiry discontinuance of the Agreement for any reason whatsoever, USER shall destroy all related documentation and all copies thereof, and any other Confidential Information in its possession provided by ASPIRE. If ASPIRE terminates without cause, ASPIRE will refund to USER on a proportionate basis the subscription fees corresponding to the unused portion of the terminated period.
15.1 ASPIRE may monitor, collect, generate, and use: (a) information pertaining to performance, analytical, or usage information collected by the Software, information about USER’s usage; (b) any input and/or suggestion regarding existing functionalities, problems with or proposed modifications or improvements to the Software and/or its usage for lawful business purposes including to improve and/or develop its services and products. The USER grants a non-exclusive, royalty free, worldwide license to use and exploit such information for the aforesaid purpose. ASPIRE implements reasonable technical and organizational measures to protect USER’s data from unauthorized access, use, or disclosure. However, ASPIRE is not responsible for any data breaches occurring on the marketplace platform. For the sake of clarity, ASPIRE does not require nor processes any of USER’s personal data pursuant to this Agreement.
15.2 During the Limited Use Term, usage of the Software may involve ASPIRE providing tools that enable USER to submit and transfer information including artifacts and any other content, works of authorship (together “User Artifacts”). By posting User Artifacts, USER grants ASPIRE a global, non-exclusive, irrevocable, royalty-free license to use, enhance User Artifacts for enabling better results and to transfer the User Artifacts to third-party services. USER affirms ownership or permission to use the User Artifacts and ensures it does not infringe on third-party rights, violate laws, or contain inappropriate material. USER waives any claims against ASPIRE regarding third-party content. ASPIRE does not control and does not have any obligation to monitor: (a) User Artifacts; (b) any content made available by third parties. USER acknowledges and agrees that ASPIRE reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Software for operational and other purposes. If at any time ASPIRE chooses to monitor the content, then ASPIRE assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content for the aforesaid purpose. ASPIRE may block, filter, remove or disable access to any User Artifacts uploaded to or transmitted through the Software that violates the terms of this Agreement, applicable laws and/or policies of ASPIRE and/or third party. USER shall review the terms of use and privacy policy of third parties before sharing any User Artifacts or information. Once sharing occurs, ASPIRE will have no control over the information that has been shared.
15.3 USER hereby grants ASPIRE a worldwide, royalty-free, non-exclusive license to use USER’s name, logo, and trademark (“User Marks”) for the limited purpose of identifying the USER as a customer of ASPIRE in marketing materials, case studies, presentations, websites and other promotional content. If the USER wishes to revoke the consent, the USER may do so at any time by providing written notice to ASPIRE at support@codespell.ai. Upon receipt of such notice, ASPIRE will remove the User Marks from future marketing materials within a reasonable time.
16.1 Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, or termination, shall be resolved by arbitration in accordance with the rules of the International Chamber of Commerce (ICC). The seat of the arbitration shall be Dublin, Ireland or such other location as the Parties may agree, and the arbitration shall be conducted in English. The arbitration shall be conducted by a sole arbitrator appointed by ASPIRE. The decision of the arbitrator shall be final and binding upon both Parties, and judgment upon the award may be entered in any court having jurisdiction. Notwithstanding this, either party may seek interim or emergency relief, including injunctions or specific performance, from any court of competent jurisdiction to preserve its rights.
16.2 This Agreement shall be interpreted and construed in accordance with the laws of Ireland and the courts of Ireland shall have jurisdiction over disputes.
This Agreement is personal and shall not be assigned, transferred, delegated or subcontracted by USER to any other party. The headings used throughout this Agreement are used for convenience only and shall not modify or affect the text to which they relate. Any notice or other communication which is given under this Agreement to a Party shall be addressed and sent to that Party at its address as specified in the License Schedule, or at such other address or email addresses as specified in License Schedule or as otherwise notified to the other Party, by hand, first class post or recorded delivery post or by email which is automatically confirmed with the successful email delivery. Any service performed by ASPIRE pursuant to this Agreement shall be in its capacity as an independent contractor. Nothing in this Agreement shall in any way be construed to constitute one as the agent, employee or representative of the other. Any waiver of any term herein shall only be in writing. No delay or failure to exercise any right or remedy constitutes a waiver. ASPIRE reserves the right, at its sole discretion, to update, modify, or discontinue the Software or any part thereof, and to modify this Agreement at any time. Continued use of the Software after any such change shall constitute the USER's consent to such changes.
Last Update: 06/01/2025
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