WEBSITE TERMS OF USE ("Website Terms")

VERSION 1.0
Effective Date: January 26, 2026
Last Modified: January 26, 2026

The website located at www.codelibra.com, including any related subdomains and affiliated sites (collectively the "Site"), and the CodeLibra application programming interface (the "API") are copyrighted works belonging to CodeLibra, Inc. ("CodeLibra," "we", "us", and "our"). Certain features of the Site and API may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules, including our Privacy Policy and Account Terms, are incorporated by reference into these Website Terms.

1. APPLICABILITY AND SCOPE

These Website Terms set forth the legally binding terms and conditions that govern your use of the Site and API. By accessing or using the Site or API, you are accepting these Website Terms (on behalf of yourself and any entity you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Website Terms (on behalf of yourself and any entity you represent). You may not access or use the Site or API or accept these Website Terms unless you are at least 18 years old. If you do not agree with all of the provisions of these Website Terms, do not access or use the Site or API.

Please be aware that Section 11.2 contains provisions governing disputes between you and us. Among other things, Section 11.2 includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between you and us be resolved by binding and final arbitration. Section 11.2 also contains a class action and jury trial waiver. Please read Section 11.2 carefully.

2. ACCOUNTS

2.1 Account Creation

To use many features of the Site or API, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. By submitting the form, you represent and warrant that: (a) all required information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.

You may terminate your Account at any time, for any reason, as provided in the Account Terms. CodeLibra may suspend or terminate your Account in accordance with Section 9 and the Account Terms.

2.2 Account Responsibilities

You are responsible for maintaining the confidentiality of your Account login information and API credentials (including API keys, access tokens, and any other authentication credentials) and are fully responsible for all activities that occur under your Account or using your API credentials. You agree to immediately notify CodeLibra of any unauthorized use, or suspected unauthorized use of your Account or API credentials or any other breach of security. CodeLibra cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3. ACCESS TO THE SITE AND API

3.1 License

Subject to these Website Terms, CodeLibra grants you a non-transferable, non-sublicensable, non-exclusive, revocable, limited license to access the Site and API solely for your own use in accordance with these Website Terms and any applicable API documentation.

3.2 Certain Restrictions

The rights granted to you in these Website Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or API, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or API; (c) you shall not access the Site or API in order to build a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Site or API may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) you shall not access or use the Site or API in any manner that is in violation of any law, regulation, or obligations or restrictions imposed by any third party; (f) you shall not use the API to make excessive requests that could impair the performance or availability of the API for other users; (g) you shall not use the API to engage in any form of scraping, data mining, or automated data collection beyond what is explicitly permitted by the API's intended functionality; and (h) you shall not resell, redistribute, or provide third-party access to the API without CodeLibra's prior written consent.

Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or API shall be subject to these Website Terms. All copyright and other proprietary notices on the Site or in API responses (or on any content displayed on the Site or returned by the API) must be retained on all copies thereof.

3.3 Modification

CodeLibra reserves the right, at any time, to modify, suspend, or discontinue the Site or API (in whole or in part) with or without notice to you. You agree that CodeLibra will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or API or any part thereof.

3.4 No Support or Maintenance

CodeLibra will have no obligation to provide you with any support or maintenance in connection with the Site or API unless separately agreed in writing or required by applicable law.

3.5 Ownership

Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property and proprietary rights, including copyrights, patents, trademarks, trade secrets, and the right to access and control, in the Site, API, and their content are owned by CodeLibra or CodeLibra's suppliers. Neither these Website Terms nor your access to the Site or API transfers to you or any third party any rights, title or interest in or to such content or any intellectual property rights therein, except for the limited access rights expressly set forth in Section 3.1. CodeLibra and its suppliers reserve all rights not granted in these Website Terms. There are no implied licenses granted under these Website Terms.

3.6 Feedback

If you provide CodeLibra with any feedback or suggestions regarding the Site, API, or CodeLibra ("Feedback"), you hereby assign to CodeLibra all rights in such Feedback and agree that CodeLibra shall have the right to use and exploit such Feedback and related information in any manner it deems appropriate. CodeLibra will treat any Feedback you provide to CodeLibra as non-confidential and non-proprietary. You agree that you will not submit to CodeLibra any information or ideas that you consider to be confidential or proprietary.

3.7 API-Specific Terms

(a) API Access and Usage
Access to the API requires valid authentication credentials. By using the API, you agree to:

• Keep your API credentials confidential and secure
• Not share API credentials with any third party
• Comply with all rate limits, quotas, and other technical restrictions imposed by CodeLibra
• Not attempt to circumvent or bypass any API limitations or restrictions
• Use the API only for lawful purposes and in accordance with these Website Terms

You agree not to use the API to:

• Create unauthorized mirrors or competing services
• Scrape or harvest data beyond your authorized access
• Reverse engineer or decompile our API or platform
• Bypass payment processing or licensing requirements
• Engage in fraudulent transactions or money laundering
• Violate any provision of these Website Terms

(b) API Keys and Authentication

• API keys and authentication tokens are confidential and must be treated as passwords
• You must not embed API keys in publicly accessible code repositories or client-side code
• You must rotate API keys if you suspect they have been compromised
• CodeLibra may revoke or regenerate API keys at any time for security reasons

(c) API Modifications
CodeLibra reserves the right to modify, update, deprecate, or discontinue any part of the API at any time. We will make reasonable efforts to:

• Provide advance notice of breaking changes through the Site or via email
• Maintain backward compatibility where feasible
• Provide migration paths for deprecated functionality

However, CodeLibra may make immediate changes without notice for security reasons or to prevent abuse.

(d) API Documentation
CodeLibra will maintain API documentation describing available endpoints, parameters, and functionality. While we strive for accuracy, the API documentation is provided for informational purposes and may not always reflect the current state of the API. The actual behavior of the API takes precedence over any documentation.

(e) Monitoring and Analytics
CodeLibra may monitor API usage for operational, security, and analytics purposes. This monitoring may include logging of API requests, response times, error rates, and usage patterns.

4. USER CONTENT

4.1 User Content

"User Content" means any and all information and content that a user submits to, or uses with, the Site or API (e.g., usernames, organization names, module names, slugs, and content, licensing offers, data submitted via API requests). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by CodeLibra. Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. CodeLibra is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

4.2 License

You hereby grant (and you represent and warrant that you have the right to grant) to CodeLibra an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site or processing your User Content submitted via the API. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to CodeLibra's use and exploitation of your User Content.

4.3 Acceptable Use Policy

The following terms constitute our "Acceptable Use Policy":

(a) You agree not to use the Site or API to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable, (iii) that is harmful to minors in any way, or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site or API any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site or API unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site or API to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or API, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site or API (or to other computer systems or networks connected to or used together with the Site or API), whether through password mining or any other means; (vi) harass or interfere with any other user's use and enjoyment of the Site or API; (vii) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or API beyond what is explicitly permitted by the API's intended functionality (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file); (viii) use the API in any manner that violates rate limits, quotas, or other technical restrictions; or (ix) use the API to build a competitive product or service.

4.4 Enforcement

We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Website Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, revoking your API access, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.

5. INDEMNIFICATION

You agree to defend, indemnify, and hold CodeLibra (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party arising out of (a) your use of the Site or API, (b) your violation of these Website Terms, (c) your violation of applicable laws or regulations, (d) your User Content, or (e) your applications or services that integrate with the API.

CodeLibra reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of CodeLibra. CodeLibra will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

6. THIRD-PARTY LINKS & ADS; OTHER USERS

6.1 Third-Party Links & Ads

The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads"). Such Third-Party Links & Ads are not under the control of CodeLibra, and CodeLibra is not responsible for any Third-Party Links & Ads. CodeLibra provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

6.2 Third-Party Services via API

If you integrate third-party services with your use of the API, or if your applications that use the API interact with third-party services, you acknowledge that CodeLibra is not responsible for such third-party services and that your use of such services is governed by the third party's terms and policies.

6.3 Other Users

Each Site and API user is solely responsible for any and all of its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content. Your interactions with other Site or API users are solely between you and such users. You agree that CodeLibra will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site or API user, we are under no obligation to become involved.

6.4 Release

You hereby release and forever discharge CodeLibra (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or API (including any interactions with, or act or omission of, other Site or API users or any Third-Party Links & Ads).

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

7. DISCLAIMERS

THE SITE AND API ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND CODELIBRA (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR API WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WE DO NOT WARRANT THAT THE API WILL BE COMPATIBLE WITH ALL SYSTEMS OR THAT API RESPONSES WILL BE ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR API, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CODELIBRA (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE WEBSITE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR API, EVEN IF CODELIBRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND API IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE WEBSITE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS ($50.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE WEBSITE TERMS.

9. TERM AND TERMINATION

Subject to this Section, these Website Terms will remain in full force and effect while you use the Site or API. We may suspend or terminate your rights to use the Site or API (including your Account and API access) at any time for any reason at our sole discretion, including for any use of the Site or API in violation of these Website Terms or the Account Terms. Upon termination of your rights under these Website Terms, your Account and right to access and use the Site and API will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. CodeLibra will have no liability whatsoever to you for any termination of your rights under these Website Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Website Terms are terminated, the following provisions of these Website Terms and all defined terms will remain in effect: Sections 3.3 through 3.7 and Sections 4 through 11.

10. COPYRIGHT POLICY

CodeLibra respects the intellectual property of others and asks that users of our Site and API do the same. In connection with our Site and API, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site and API who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site or API, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

1. your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;
3. identification of the material on our services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material;
5. your address, telephone number, and e-mail address;
6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for CodeLibra is:
CodeLibra, Inc.
Designated Agent: Sanjiv Laud
Address of Agent: 11 Palmetto Bay Rd STE 101 1074, Hilton Head Island, SC 29928
Email: legal@codelibra.com

11. GENERAL

11.1 Changes

These Website Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or API following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

11.2 Dispute Resolution

Please read the following arbitration agreement in this Section (the "Arbitration Agreement") carefully. It requires you to arbitrate disputes with CodeLibra, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the "CodeLibra Parties") and limits the manner in which you can seek relief from the CodeLibra Parties.

(a) Applicability of Arbitration Agreement. You agree that any dispute between you and any of the CodeLibra Parties relating in any way to the Site, API, the services offered on the Site or via the API (the "Services") or these Website Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the CodeLibra Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the CodeLibra Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

This Arbitration Agreement shall survive the expiration or termination of these Website Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Website Terms (in accordance with the preamble) or any prior version of these Website Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the CodeLibra Parties on your behalf. For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of these Website Terms.

(b) Informal Dispute Resolution. If a Dispute arises between you and CodeLibra, CodeLibra is committed to working with you to reach a reasonable resolution. You and CodeLibra agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and CodeLibra therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to CodeLibra that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: legal@codelibra.com, or by regular mail to 11 Palmetto Bay Rd STE 101 1074, Hilton Head Island, SC 29928. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

(c) Arbitration Rules and Forum. These Website Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and CodeLibra agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS' most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and CodeLibra otherwise agree, or the Batch Arbitration process discussed in Subsection 11.2(h) is triggered, the arbitration will be conducted in the county where you reside. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.

You and CodeLibra agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

(d) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled "Waiver of Class or Other Non-Individualized Relief," including any claim that all or part of the subsection entitled "Waiver of Class or Other Non-Individualized Relief" is unenforceable, illegal, void or voidable, or that such subsection entitled "Waiver of Class or Other Non-Individualized Relief" has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled "Batch Arbitration," all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.

The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled "Batch Arbitration." The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum's rules, and these Website Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

(e) Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 11.2(a), YOU AND THE CODELIBRA PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the CodeLibra Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 11.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Website Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(f) Waiver of Class or Other Non-Individualized Relief. YOU AND CODELIBRA AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 11.2(h), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection 11.2(h) entitled "Batch Arbitration." Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, "Waiver of Class or Other Non-Individualized Relief," are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and CodeLibra agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or CodeLibra from participating in a class-wide settlement of claims.

(g) Attorneys' Fees and Costs. The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or CodeLibra need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

(h) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and CodeLibra agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against CodeLibra by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration").

All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by CodeLibra.

You and CodeLibra agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

(i) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: 11 Palmetto Bay Rd STE 101 1074, Hilton Head Island, SC 29928, or email to legal@codelibra.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Website Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

(j) Invalidity, Expiration. Except as provided in the subsection entitled "Waiver of Class or Other Non-Individualized Relief", if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with CodeLibra as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

(k) Modification. Notwithstanding any provision in these Website Terms to the contrary, we agree that if CodeLibra makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing CodeLibra at the following address: 11 Palmetto Bay Rd STE 101 1074, Hilton Head Island, SC 29928, or email to legal@codelibra.com. Unless you reject the change within 30 days of such change becoming effective by writing to CodeLibra in accordance with the foregoing, your continued use of the Site, API and/or Services, including the acceptance of products and services offered on the Site or via the API following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Website Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Site or API, any communications you receive, any products sold or distributed through the Site or API, the Services, or these Website Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Website Terms (or accepted any subsequent changes to these Website Terms) remain in full force and effect. CodeLibra will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Website Terms.

11.3 Export

The Site and API may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from CodeLibra, or any products utilizing such data, in violation of the United States export laws or regulations.

11.4 Disclosures

CodeLibra may be contacted at the address in Section 11.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

11.5 Electronic Communications

The communications between you and CodeLibra use electronic means, whether you use the Site, API, or send us emails, or whether CodeLibra posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from CodeLibra in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that CodeLibra provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing.
The foregoing does not affect your non-waivable rights.

11.6 Entire Agreement

These Website Terms (including any additional terms, guidelines, and rules incorporated herein) constitute the entire agreement between you and us regarding the use of the Site and API. Our failure to exercise or enforce any right or provision of these Website Terms shall not operate as a waiver of such right or provision. The section titles in these Website Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Website Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Website Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to CodeLibra is that of an independent contractor, and neither party is an agent or partner of the other. These Website Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without CodeLibra's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. CodeLibra may freely assign these Website Terms. The terms and conditions set forth in these Website Terms shall be binding upon assignees.

11.7 Copyright/Trademark Information

Copyright © 2026 CodeLibra, Inc. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Site or in API responses are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

11.8 Contact Information

CodeLibra, Inc.
11 Palmetto Bay Rd STE 101 1074
Hilton Head Island, SC 29928
United States
legal@codelibra.com