CodeMerchant Data Evaluation and License Agreement

1. Agreement and electronic signature

This CodeMerchant Data Evaluation and License Agreement (the “Data License”) is between you and CodeMerchant by Divide-By-0 (“CodeMerchant,” “we,” “us,” or “our”). It governs materials you choose to submit through CodeMerchant.

By checking every acknowledgement and selecting “Confirm rights,” you confirm that you have read this Data License, intend to sign it electronically, and agree to be bound by the version and timestamp recorded with your account. You may download or print this page for your records.

Electronic access requires an active email address and a device with an internet browser capable of displaying and saving this page. You may request a paper copy without charge or withdraw electronic-records consent for future submissions through the account-linked privacy request form. Withdrawal applies prospectively and does not change an agreement or transaction already accepted. CodeMerchant will provide notice if these access requirements materially change.

2. Submitted materials and Purchase Confirmations

“Submitted Materials” means the private repositories, source code, configuration, Git history, ZIP archives, task-tracker exports, documentation, metadata, and related material you select. “Submission Files” means the raw file bodies, repository content, histories, exports, and archives within those materials.

A “Purchase Confirmation” means a separate written agreement accepted by you and CodeMerchant that identifies the accepted Submitted Materials, price and payment conditions, commercial license scope, permitted recipients, duration, and any exclusivity. A dashboard estimate, scan result, conversation, or submission receipt is not a Purchase Confirmation.

3. Your ownership, authority, and compliance promises

You represent and warrant that you are at least 18 and legally able to enter this Data License; you own or control the rights needed for every Submitted Material; and you have obtained every permission required from employers, companies, clients, customers, co-authors, contributors, and other rights holders.

You also represent and warrant that your submission and the licenses you grant comply with applicable law and do not violate intellectual-property rights, open-source license obligations, confidentiality duties, employment or contractor agreements, privacy or data-protection rights, security obligations, or contractual restrictions.

4. Limited license for evaluation

When you accept this Data License, you grant CodeMerchant a worldwide, royalty-free, non-exclusive license to host, reproduce, inspect, analyze, security-check, redact, and create source-free summaries of the Submitted Materials solely to operate the service, evaluate eligibility, and prepare a possible transaction. CodeMerchant may use infrastructure providers acting on its behalf under confidentiality and security obligations for those purposes.

You retain ownership of your Submitted Materials. Commercial training, sale, transfer, or licensing rights arise only through a Purchase Confirmation. Exclusivity applies only when a Purchase Confirmation expressly states its scope and duration.

5. Acceptance and payment

CodeMerchant may accept or decline any Submitted Materials in its discretion. Scans and indicative valuations are evaluation tools rather than offers. If materials fail CodeMerchant requirements, CodeMerchant has no obligation to purchase them or pay you.

Payment is owed only under an effective Purchase Confirmation and after its stated conditions are satisfied. The Purchase Confirmation controls the amount, timing, tax treatment, commercial license, permitted recipients, and exclusivity for that transaction.

6. Personal, client, customer, confidential, and credential data

Before submission, you must review the Submitted Materials and remove personal, client, customer, confidential, regulated, or credential data unless you have a lawful basis and every authorization needed to provide and license it. Credentials should be revoked and rotated before any transaction.

CodeMerchant uses automated checks and reasonable safeguards to help identify and redact sensitive material. These checks are assistive and heuristic, so they can miss information. You remain responsible for unauthorized material you submit and for claims or losses caused by that submission, except to the extent caused by CodeMerchant’s breach of this Data License, gross negligence, willful misconduct, or violation of law. CodeMerchant remains responsible for duties that applicable law does not allow it to exclude.

7. Declined files and deletion

CodeMerchant currently processes raw source and ZIP bytes ephemerally and discards them after the request. If CodeMerchant later retains Submission Files for transaction evaluation and declines them, or the evaluation otherwise ends without a Purchase Confirmation, CodeMerchant will delete the retained operational copies within 30 days.

Protected backup or security-quarantine copies will become inaccessible for ordinary use and will be removed through the normal deletion cycle within 90 days. CodeMerchant may retain source-free reports and the agreement, audit, security, fraud-prevention, tax, and dispute records reasonably needed to comply with law, establish or defend legal claims, and document the transaction process, as described in the Privacy Policy.

8. Indemnification and actual losses

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless CodeMerchant, its affiliates, and the buyers or authorized recipients of your Submitted Materials from third-party claims and the resulting actual, documented losses, liabilities, judgments, settlements, and reasonable legal fees arising from your breach of the ownership, authority, privacy, confidentiality, or third-party-rights promises in Section 3 or 6. These actual losses may exceed the amount CodeMerchant or a buyer paid you.

CodeMerchant will promptly notify you of a covered claim, allow you to control the defense with reasonably acceptable counsel, and reasonably cooperate at your expense. You may not settle a claim in a way that admits fault by, imposes obligations on, or fails to fully release an indemnified party without that party’s written consent. This section does not cover losses to the extent caused by an indemnified party’s breach of this Data License, gross negligence, willful misconduct, or violation of law. Buyers and authorized recipients are intended third-party beneficiaries of this section solely for claims involving materials they received under a Purchase Confirmation.

9. Automated review and legal clearance

Quality, privacy, provenance, public-history, and valuation checks are informational estimates. They are not legal advice, a title opinion, a guarantee of acceptance, or confirmation that materials are safe to license. You should obtain independent legal review when ownership, confidentiality, privacy, employment, open-source, or customer obligations are uncertain.

10. General terms

A Purchase Confirmation controls if it conflicts with this Data License on an accepted transaction. The Privacy Policy controls the description of CodeMerchant’s personal-information practices. If a provision is unenforceable, it will be modified only as much as needed and the remaining provisions will continue. A waiver must be written and applies only to the specific instance stated.

This Data License is the entire agreement about submission and evaluation of the Submitted Materials before a Purchase Confirmation. CodeMerchant may update it for later submissions; a material update requires a new explicit acceptance before further repository or ZIP analysis. Applicable law supplies any governing-law or venue rule that is absent from a Purchase Confirmation.