CodeFactory Terms of Agreement
Effective Date: 29.04.2026
This Terms of Service Agreement (“Agreement”) is entered into between Deltecs Infotech Private Limited, a company incorporated under applicable laws, having its registered office at 201, Agarwal Industrial Estate, S V Road, Dahisar West, Mumbai – 400069, Maharashtra, India (hereinafter referred to as the “CodeFactory / DronaHQ”, which expression shall, unless repugnant to the context, include its successors and permitted assigns), and the individual or legal entity accessing or using the Services (hereinafter referred to as the “Customer”, which expression shall include its authorized users, successors, and permitted assigns).
By accessing or using the Services, the Customer agrees to be bound by the terms and conditions of this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ENTERING INTO THIS AGREEMENT, CUSTOMER:
- ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE; AND
- AFFIRMS THAT IT IS AT LEAST 18 YEARS OF AGE (OR HAS REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE CUSTOMER RESIDES); AND
- IF CUSTOMER IS ACCEPTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE ORGANIZATIONAL AND LEGAL AUTHORITY NECESSARY TO ENTER INTO THIS AGREEMENT ON SUCH ORGANIZATION’S BEHALF AND TO BIND SUCH ORGANIZATION. THIS AGREEMENT REQUIRES THE USE OF BINDING ARBITRATION TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH SECTION 11 (DISPUTE RESOLUTION) BELOW.
Definitions
For the purposes of this Agreement,
“Customer” shall mean the organization that the individual accepting this Agreement represents; or an individual accepting this Agreement who plans to access or use the Service(s) in a personal capacity (rather than in connection with such person’s affiliation with an organization).
“Services” shall mean the CodeFactory platform, being an AI-powered system designed to automate various stages of the software development lifecycle including, without limitation, requirements structuring, architecture design, code generation, test generation, code review, and pull request creation.
“Customer Data” shall mean any data, inputs, prompts, code, or materials provided by the Customer.
“Outputs” shall mean any code, documentation, or results generated by the Services.
“Authorized Users” shall mean individuals authorized by the Customer to access and use the Services.
Service and Support
In consideration of (and subject to) payment of the fees and marketing obligations listed herein and on the applicable Order, as defined below (the “Fees”) and subject to full compliance with all the terms and conditions of this Agreement, CodeFactory will use reasonable commercial efforts to provide Customer the Services set forth on the Order.
As part of the registration process, Customer will identify an administrative username and password for Customer’s CodeFactory account (the “Account”). Customer may use the administrative username and password to create standard users (each with a user password) up to the maximum number permitted in the Order. CodeFactory reserves the right to refuse registration of, or cancel passwords it deems inadequate to protect the security of the Service.
By entering into this Agreement and using the Services, Customer accepts and agrees to be bound by the DronaHQ’s privacy policies.
From time to time, CodeFactory may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that CodeFactory shall have no obligation under this Agreement or otherwise to provide any such Updates.
Restrictions and Responsibilities
This is a contract for Services and the applicable hosted software will be installed, accessed and maintained only by or for DronaHQ. Subject to all terms of this Agreement, CodeFactory hereby grants to Customer, for the term of this Agreement, a non-exclusive, non-sublicensable, non-transferable, non-assignable, royalty free license to use, reproduce and distribute internally within Customer’s business, and for Customer’s internal use only, and only in accordance with any applicable user documentation provided by Factory (the “Documentation”), the product(s) and service(s) specified in each Order (the “Service” or “Services”).
Customer will not (and will not allow any third party to), directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services (or any underlying software, documentation or data related to the Services) or any portion thereof.
As between the parties:
(i) Customer retains all right, title and interest in and to the Customer Data and Customer Outputs, and
(ii) DronaHQ retains all right, title, and interest in and to the Service and all related intellectual property.
No rights or licenses are granted except as expressly set forth in this Agreement.
Customer acknowledges that CodeFactory may:
- internally use and modify Customer Data for providing the Service and generating Aggregated De-Identified Data;
- use such aggregated data for business purposes.
“Aggregated De-Identified Data” means data collected in aggregate form that cannot be linked to a specific Customer.
Customer is responsible for:
- accuracy, legality, and ownership of Customer Data
- ensuring rights to submit data
- all use of the Service by authorized users
Customer Input and Output
- Customer Input: data or prompts submitted
- Customer Output: results generated
Outputs are generated via machine learning and are not guaranteed to be accurate. Customer must independently verify Outputs.
Customer must comply with all applicable laws and platform terms (e.g., Facebook, Android, iOS).
Customer is responsible for equipment, security, and account usage.
Confidentiality
- Each party may disclose proprietary information.
- The receiving party agrees to:
- protect such information
- not disclose it except as necessary
Exceptions include information that is public, already known, or independently developed.
Disclosure may occur if required by law with prior notice.
CodeFactory may collect aggregated usage data provided it is de-identified.
Payment of Fees
- Customer will pay Fees as specified in the applicable Order.
- Invoices must be paid within 30 days.
- Late payments may incur 1.5% monthly interest or the maximum permitted by law.
Termination
- Agreement renews automatically unless terminated with 30 days’ notice.
- CodeFactory may terminate for breach with 10 days’ notice.
- Termination does not waive payment obligations.
- Upon termination, Customer must cease use and delete all proprietary materials.
Indemnification
- CodeFactory will indemnify Customer against third-party IP claims.
- Customer will indemnify CodeFactory against claims arising from violations.
Warranty and Disclaimer
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
CODEFACTORY DISCLAIMS ALL WARRANTIES INCLUDING:
- MERCHANTABILITY
- FITNESS FOR A PARTICULAR PURPOSE
- NON-INFRINGEMENT
Limitation of Liability
Neither party shall be liable for:
- data loss, business loss, or indirect damages
- events beyond reasonable control
- malicious software issues
Liability is limited to fees paid in the prior 12 months.
Miscellaneous
- Invalid provisions will be modified minimally
- No assignment without consent
- Entire agreement clause applies
- No partnership created
- Governing law: India
- Jurisdiction: Mumbai, Maharashtra
- Provider may use Customer name/logo for promotion
Dispute Resolution
Disputes will:
- Attempt resolution via 30-day negotiation
- Proceed to arbitration in Mumbai if unresolved
- Arbitration conducted in English
- Single arbitrator
- No jury or class actions
Either party may seek injunctive relief.
This clause survives termination.