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Last modified and effective as of May 15, 2024

TERM OF USE

Welcome to CodeVista as an application provided by FPT Software Company Limited.

PLEASE READ THIS TOU OF USE (“ToU”) CAREFULLY. THE TOU FORM A LEGAL AGREEMENT BETWEEN YOU AND FPT Software Company Limited FOR AND ON BEHALF OF ITS AFFILIATES (“FSOFT”). BY ACTIVATING, ACCEPTING, ACCESSING OR USING THE SERVICE AND RELATED WEBSITES (COLLECTIVELY, THE "SERVICE") PROVIDED TO YOU BY FSOFT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TOU. IF YOU ARE ACCEPTING THE TOU ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THE TOU. IF YOU DO NOT AGREE TO ALL OF THE TOU, DO NOT ACCESS, OR USE THE SERVICE.

The ToU govern your access to and use of the Services provided by FSOFT.

At its own discretion, FSOFT will add, amend, modify, supplement or restate the ToU from time to time, and the ToU as in force are always published on FSOFT website: https://codevista.ai . The continued use of the Service after such changes have been posted shall constitute your acceptance of such revised ToU.

I. DEFINITION

Affiliate means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an affiliate as long as that interest is maintained.

Account means the account you register with FPT Corporation's Single Sign-on (SSO) to access the Service.

Content means all text, information, input, code, data, images, audio or video material, in whatever medium or form, inputted by you for the purpose of using the Site and/or the Service.

Definitive Agreement means the definitive agreement executed by you and FSOFT in relation to the Service.

Effective Date means the date that you visit, utilize the Site and/or the Service.

Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

Security Event means: (i)   any unauthorized third-party access to the Site and/or the Service; or (ii)   any use of the Service by you that has the potential to materially impact the Site and/or the Service.

Service (or CodeVista) refers to the CodeVista AI coding assistant and its related features and functionality.

Site means the website and relevant infrastructure platform of FSOFT on which the Service is constructed and provided.

Service Fees means the subscription fees payable by you to FSOFT for using the Service, as set out in the Definitive Agreement.

Service Term means the initial or renewal period you may utilize the Service as set out in the Definitive Agreement.

II. ACCOUNT AND SECURITY

  1. Only active employees and affiliates of FPT Corporation with a valid @fpt.com email may use the Service. You must register an Account by logging in with FPT Corporation Single Sign-on (SSO) service. You hereby agree to:

    (i)   keep password confidential and use only Account and password when logging in;

    (ii)   immediately notify FSOFT of any unauthorized use of your Account; and

    (iii)   ensure that your Account information is accurate and up-to-date.

  2. You are fully responsible for all activities that occur under your Account and Content even if such activities or uses were not committed by you. FSOFT will not be liable for any loss or damage arising from unauthorized use of your password or your failure to comply with the ToU.

  3. Notwithstanding any other provision in the ToU, if there is a Security Event, FSOFT may, without liability or prejudice to its other rights and without prior notice to you, remove the relevant your Content and disable your Account until the relevant Security Event has been resolved. FSOFT shall give a written notice as soon as is reasonably practicable of the nature of the relevant Security Event.

III. SERVICES

  1. FSOFT grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for authorized purposes, subject to these Terms.

  2. FSOFT may at its own discretion develop additional products, utilities and offerings or functionality of the Site or discontinue maintaining the Site and/or provision of any of the Service. In the event FSOFT adds new products, utilities and offerings or makes additional functionality available through the Site, and the ToU, shall be fully applicable to such new products, utilities and offerings or additional functionality of the Site.

IV. THIRD PARTY SERVICES

  1. The Service may include third party software, products, or services, (“Third Party Services”) and some parts of FSOFT’s Service may include output from those services (“Third Party Output”). Third Party Services and Third Party Output are subject to their own terms and FSOFT shall not be responsible for them.

  2. CodeVista generates AI suggestions through AI servers or AI services depending on the AI models you select during your session. If you choose AI models noted as FPT-hosted, CodeVista generates suggestions with AI servers on virtual machines in FSOFT’s Azure tenant. Otherwise, CodeVista generates suggestions with AI Services provided by FSOFT’s Azure and Google Cloud tenants. The data and privacy terms for Azure OpenAI Service and Google Cloud Generative AI are available on their respective websites. Their services and output shall be subject to their own terms and FSOFT shall not be responsible for their services.

V. YOUR OBLIGATIONS

When using Service provided by FSOFT during the Service Term, you shall comply with the following obligations:

  1. Strictly comply with regulations and procedures related to the Service prescribed by FSOFT.

  2. Fully pay FSOFT the Service Fees as prescribed in the Definitive Agreement.

  3. Comply with other commitments in this ToU and all applicable laws.

VI. USE OF THE SITE AND THE SERVICE

  1. You undertake to use the Site and/or the Service in a manner consistent with their purpose and functionality within the user interface provided by FSOFT. You shall not misuse the Site and/or the Service to cause any harm, damage, losses or interference for FSOFT, any third parties, as well as operation of the Site and/or provision of the Service. In particular, under no circumstance you shall use the Site or the Service to:

    (i) upload, post, create, transmit or otherwise make available any content that is illegal, harmful, slanderous, unethical, defamatory, harassing, threatening or infringing upon another’s intellectual property, rights privacy or publicity, incites hatred, bigotry, racial, ethnic, sexual, religious or social discrimination or is insulting to any persons, groups and/or entities;

    (ii)   use the the Service, to transmit any illegal, immoral, unlawful and/or unauthorized materials, or interfere with or violate users’ rights to privacy and other rights, or harvest or collect personally identifiable information about users without their express consent;

    (iii)   attempt to access the Site or the Service in a way other than through interface and instructions provided by FSOFT;

    (iv)   impersonate any person, representative of a legal entity and/or any organization without authorization, and misrepresent the source of any information;

    (v) make available any materials containing viruses, worms, Trojan horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;

    (vi)   take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Site, Service or networks connected to the Service;

    (vii)   make available any content which is false, misleading and/or promoting illegal activities;

    (viii)   collect and store personal data, private and personally identifiable information without express consent and authorization of the holder;

    (ix)   make available content in violation of any other provisions hereof or applicable laws and regulations;

    (x)   copy, modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble the Service or any material that is subject to our proprietary rights, including without limitation for non-internal or commercial purpose, and shall not simulate or derive any source code or algorithms from the Service

    (xi)   misrepresent or impersonate any person or entity, or falsely state your affiliation, or express, imply that we endorse you in any manner, or represent or distribute inaccurate information about the Service;

    (xii)   assist to any person to perform any of actions referenced to in this section.

VII. CHARGES AND PAYMENT

  1. You shall pay the Service Fees to FSOFT for the utilization of Service in accordance with the Definitive Agreement. Payment shall be made through bank transaction.

  2. If you fail to pay the Service Fees in accordance with the payment term in the Definitive Agreement, by giving notice to you in writing or by electronic means (email), the Service shall be suspended until the payment is confirmed. If you fail to resume the Service in 10 (ten) days since the overdue date, FSOFT may terminate the Service, and erase your Account with and/or without any backup Content, without further notice.

  3. All amounts and fees stated or referred to in the Definitive Agreement are non-cancellable and non-refundable unless otherwise expressly noted, even if the Service are suspended or terminated prior to the end of the Service Term.

  4. FSOFT shall be entitled to establish or change its own Service Fees, at its own discretion by giving notice to you in writing or by electronic means (email). Notice shall be provided at least one (1) month before the changed fees take effect.

VIII. DATA PROTECTION

  1. All Content entered, created, imported, or added to the Site by you, are exclusively owned by you. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the your Content.

  2. When you use CodeVista, FSOFT may collect telemetry and engagement tracking data for analytics and product improvement purposes. CodeVista transmits User Content, including contextual data about the user’s session (historical engagement data and code context data) and user’s actions (prompts) to AI servers and AI services as stateless requests. User Content is encrypted and securely stored in CodeVista’s infrastructure governed by FSOFT’s IT.

  3. FSOFT shall treat and manage all Content confidentially, observing privacy regulations specified by data protection law.

  4. By entering into the ToU, you hereby acknowledge and agree that in order to ensure proper functionality of the Site and the Service, FSOFT is entitled to store, manage, process and transmit such Content.

  5. You hereby acknowledge and agree that through the use of the Site or the Service, you provide express and unconditional consent for the collection, use, disclosure and/or processing of the Content for one or more of the following purposes:

    (i)   to respond to legal processes or to comply with or as required by any applicable law, governmental or regulatory requirements of any relevant jurisdiction;

    (ii)   to conduct research, analysis and development activities (including, but not limited to, data analytics, surveys, service development and/or profiling), to analyze how you use our Service, to improve the Service or products and/or to enhance your experience;

    (iii)   to deal with and/or facilitate a business asset transaction (including, but not limited to, the purchase, sale, lease, merger, amalgamation or any other acquisition, disposal), where such transaction involves FSOFT and/or its affiliate as a participant;

IX. CONFIDENTIALITY OF INFORMATION

  1. All information provided by both FSOFT and you when performing Service through the Website, including information relating to the signing of Definitive Agreement, is considered confidential information (hereinafter referred to as “Confidential Information”). Confidential Information will be protected with the utmost care, and only used for the purposes of both parties under the Definitive Agreement. Each party is responsible for protecting Confidential Information from any third party’s infringement, and will not provide any Confidential Information to third party without prior written consent from the provider of Confidential Information. FSOFT and you here by agree that, the confidentiality obligations in this ToU shall be valid throughout the Service Term and 03 (three) years from the ending date of the Definitive Agreement, except that the provision of Confidential Information is necessary according to law, Court, or at the request of relevant Vietnamese state agencies

X. PROPRIERARY RIGHTS

  1. FSOFT and/or its affiliates retain all rights in the Services′ materials (including, but not limited to, applications, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, "Services′ Materials"). You shall not, nor shall you cause any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Services pursuant to the ToU or otherwise exploit any of the Services′ Materials without FSOFT′s explicit, prior written consent.

  2. All other uses of copyrighted or trademark material, including any derivative use, require explicit, prior written consent from FSOFT. Any reproduction or redistribution of materials not in accordance with the ToU is explicitly prohibited.

  3. Subject to the foregoing, for the avoidance of doubt, by using the Service, FSOFT is not granted with any rights in and to any intellectual property developed by you while using the Service in accordance with the provisions hereof. FSOFT gives up all rights it might have in output provided by CodeVista based on your Content (the “Output”) and shall assign to you all its right, title and interest in and to the Output, without making any representation or warranty as to the nature of such rights, title and interest, to the maximum extent permitted by law and any third party licenses governing information uploaded to CodeVista, and subject to your compliance with the ToU.

  4. You hereby grant to FSOFT a non-exclusive, royalty-free, limited, worldwide license to use all Content provided to CodeVista in connection with the ToU to train and improve the Service’s performance, subject to FSOFT’s compliance with applicable laws and privacy regulation.

  5. Notwithstanding anything to the contrary under the ToU, FSOFT reserves the right to monitor the performance and use of the Service by you and collect data in connection therewith. FSOFT may combine this Usage Data with other data, and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the “Aggregated Data”). You agree that FSOFT may collect, use and publish such Aggregated Data; provided, however, that such usage shall not, directly or indirectly, identify you or any individual, or contain your Confidential Information.

  6. To the extent you provide us any feedback, input, comments or suggestions regarding the design, functionality or operation of the Service (“Feedback”), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Service or any of FSOFT’s current or future products or services, but without reference to the source of such Feedback.

XI. TERMINATION

  1. This ToU shall commence on the Effective Date and shall continue until the expiry of the Service Term. The initial Service Term together with any subsequent renewal periods shall constitute the Service Term.

  2. FSOFT may terminate the ToU with immediate effect by giving written notice to you if:

    (i)   You fail to pay any amount due under Definitive Agreement on the due date for payment and remains in default not less than ten (10) days after being notified in writing to make such payment;

    (ii)   You commit a material breach of any terms of the ToU which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten (10) days after being notified in writing to do so;

    (iii)   By using the Service, you violate the law of a country, state, or other territory of jurisdiction, authorities may require the service to be terminated;

    (iv)   FSOFT suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business or other activities;

    (v)   upon the dissolution, liquidation, or winding up of FSOFT.

  3. On termination of the ToU for any reason:

    (i)   all licenses granted under the ToU shall immediately terminate;

    (ii)   FSOFT may destroy or otherwise dispose of your Account with and/or without any Content, no later than ten (10) days after the effective date of the termination of the ToU. In case of occurring your backup Content, by a written request, FSOFT shall use reasonable commercial endeavors to deliver the backup Content to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by FSOFT in returning or disposing of your backup Content;

    (iii)   any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement that existed at or before the date of termination shall not be affected or prejudiced;

    (iv)   any outstanding balance becomes immediately due and payable.

XII. PURCHASE AND REFUND POLICY

  1. You may purchase one or more FSOFT’s Service through the Definitive Agreement. Service Fees shall be paid in accordance with the Definitive Agreement. Immediately upon receipt of your payment, FSOFT will grant you a user account for using the Service.

  2. Once the Service Fees have been paid and/or the Service has been activated, FSOFT will not accept any request to suspend or cancel the purchased Service, or refund the Service Fees, or change the Service.

XIII. DISCLAIMERS

  1. The Service are provided "AS IS" and without any warranties, claims or representations made by FSOFT of any kind either expressed, implied or statutory with respect to the Service, including, without limitation, warranties of quality, performance, non-infringement, or fitness for a particular purpose, nor are there any warranties created by course of dealing, course of performance or trade usage.

  2. Without limiting the foregoing and to the maximum extent permitted by applicable law, FSOFT does not warrant that the Service, the Site or the functions contained therein will be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that the Site that makes the same available are free of viruses, worms, Trojan horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.

  3. YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION. FSOFT makes no warranties or representations about the accuracy or completeness of the content of the Service, of the content of any sites linked to the Services, of any Third Party Materials.

XIV. INDEMNITY AND LIMITATIONS OF LIABILITY

  1. You shall indemnify, defend, and hold harmless FSOFT, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim, actions, proceedings, and all related liabilities based on: (i) your violation or breach of any term of the ToU or any guidelines, (ii) your use or misuse of the Service or the Site, (iii) your breach of any law or any rights of a third party, (iv) any claim that any user submission made by you has caused damage to a third party or (v) any content uploaded by you.

  2. In no event shall FSOFT be liable whether in contract, warranty, tort (including, without limitation, negligence (whether active, passive or imputed), service liability, strict liability or other theory), or other cause of action at law, in equity, by statute or otherwise, for: loss of use; loss of profits; loss of revenues; loss of data; loss of good will; or failure to realize anticipated savings, in each case whether direct or indirect; or any indirect, incidental, special or consequential damages, arising out of or in connection with the use or inability to use the Site or the Service.

  3. FSOFT’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the ToU shall be limited to (i) the total your Service Fees paid during the three (03) months immediately preceding the date on which the claim arose, or (ii) the amount set out in the Definitive Agreement, whichever is lesser.

XV. FORCE MAJEURE

  1. FSOFT shall not be liable for any failure or delay in performance of any of its obligations hereunder if such delay or failure to perform is caused by circumstances beyond its control, including, without limitation, government regulations or orders, outbreak of a state of emergency, acts of God, war, warlike hostilities, civil commotion, riots, epidemics, fire, strikes, lockouts, or any other similar cause or causes. You shall be required to accept any delayed shipment, lack of service, or delivery made within a reasonable time.

XVI. MISCELLANEOUS

  1. If any provision of the ToU shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from the ToU and shall not affect

the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.

  1. The ToU are governed by the laws of Vietnam. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever arising out of or relating to the ToU shall be referred to and finally resolved by a competent court of Vietnam.

  2. You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

  3. The ToU constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior versions of the agreement, ToU, as well as arrangements, correspondence, conditions and any other similar ToU and conditions. The ToU are applicable exclusively to relations between you and FSOFT and does not create any third-party beneficiary rights.

  4. The Service may include programs or code that are licensed under an open source software ("OSS") license model. OSS programs and code are subject to the ToU, conditions and obligations of the applicable OSS license, and are SPECIFICALLY EXCLUDED FROM ALL WARRANTY AND SUPPORT OBLIGATIONS DESCRIBED ELSEWHERE IN THIS TOU.

  5. If you have any questions or concerns about the ToU or any issues raised in the ToU or on the Site, please contact FSOFT’ support team at: codevista-contact@fpt.com