CodeMerchant Data Sharing and Sales License Agreement

1. Agreement and electronic signature

This CodeMerchant Data Sharing and Sales 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.

You may instead accept through an AI agent or other software you have signed in to CodeMerchant to act for you. Before it accepts, the agent must show you this Data License’s summary, its link and every acknowledgement, and you must tell it to accept. Acceptance by your authorized agent binds you as if you had selected “Confirm rights” yourself. We record that the acceptance came through an agent, the credential it used, your instruction as the agent reported it, and the version and timestamp.

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 task-building work

“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.

You retain ownership of your Submitted Materials. CodeMerchant owns the original task planning, task designs, prompts, scaffolding, tests, graders, rubrics, labels, and other work that we or our contractors create, subject to your continuing ownership of any underlying Submitted Materials. Our commercial use of that underlying material is authorized by Section 4.

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. Permission to evaluate, share samples, and sell licenses

By accepting this Data License, you immediately grant CodeMerchant a worldwide, non-exclusive license to access, host, copy, inspect, analyze, security-check, redact, modify, and create tasks and reinforcement-learning environments from the Submitted Materials; to share samples with prospective buyers; and to sell and sublicense the Submitted Materials and resulting environments to AI research labs, model developers, and other data buyers for any lawful purpose, including AI training, fine-tuning, testing and evaluation, creating reinforcement-learning environments, resale, sublicensing, characterization, analysis and processing. Commercial deals are subject to the notice and veto process below. The seller authorizes resale by default, subject to the notice and veto process below. This license does not authorize public release of materials. The payment obligations in Section 5 apply to sales.

Samples may include selected source material and tasks, subject to the rights and privacy promises in this agreement. Sample recipients must be bound by confidentiality and evaluation-only use restrictions until they purchase a commercial license. Free evaluation access is not a purchase; paid samples and samples later included in a paid contract are covered by Section 5. Buyers may use purchased material for any lawful purpose, including AI training, fine-tuning, testing and evaluation, creating reinforcement-learning environments, resale, sublicensing, characterization, analysis and processing. The seller authorizes resale by default, subject to the notice and veto process below. They may not publicly release materials. We cannot control what a buyer or a third party does with a trained model; products built with it may compete with your current or former market.

You authorize each sale by default unless you veto it within the review period. Before committing to a buyer deal, we will notify you or your designated representative of the buyer, materials, intended use, price, and proposed split. You have 24 hours after receiving that notice to veto the deal by replying to us. We will not finalize the deal or deliver its materials during that period, or proceed with a vetoed deal. If you do not veto within that period, we may proceed without further approval. A material change to the buyer, use, price, or split requires a new notice and review period.

Buyer agreements will prohibit the buyer and its affiliates from bypassing introductions to approach dataset sources, with carveouts for documented pre-existing relationships. Any separate partner agreement will set out the mutual introduction protections and their duration.

We may use employees, contractors, and infrastructure providers under confidentiality and security obligations to perform these activities. CodeMerchant remains responsible for their compliance.

This grant is non-exclusive and terminable under Section 7: you may continue using and licensing your materials to others. Future exclusivity is undecided and applies only if you and we expressly agree in writing on its scope and duration. No future exclusivity is promised or imposed by this agreement.

5. Actual sales, supplier payments, and estimates

Submitting material, discovery, scanning, and showing free evaluation samples do not earn a payment. When your Submitted Materials or environments containing them are actually sold or commercially licensed, you are owed an amount based on the actual sale price, including paid samples and samples that become part of a paid contract. A quoted estimate does not determine that payment.

Your share is negotiated with you before a deal. We will disclose the buyer, actual price, and agreed split for every deal; we will not change an agreed split without your agreement. We will record and notify you of the materials sold, the actual sale price attributable to them, your payment amount, and the payment due date. We will pay you within one calendar month after the date of the sale or commercial license. The sale record documents the transaction after the notice and veto process in Section 4.

Quoted values and dashboard estimates are indicative, not guaranteed sale prices, minimum payments, or offers to purchase. CodeMerchant will use reasonable efforts to update estimates over time as quality checks, buyer feedback, and market information change. We do not guarantee a buyer, a sale, or a particular price; once a sale occurs, the payment obligation above applies.

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, subject to the aggregate limit in Section 8 and 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. Termination, deletion, and return requests

You may terminate this Data License for all or specified Submitted Materials at any time, without a fee or a reason, by emailing team@codemerchant.ai or submitting a termination request through the account-linked privacy request form. Termination takes effect when we receive your notice; reasonable identity verification may be required before disclosing or deleting data, but does not extend the deletion deadlines. On receipt, we will stop using, sampling, selling, and granting new licenses for the affected materials, cancel pending buyer deals involving them, and use retained copies only to fulfill a requested return, complete deletion, or meet the limited record-retention duties below.

Within 30 days after receiving your termination notice, CodeMerchant will delete the affected Submitted Materials from its operational systems, including retained uploads, copies, and tasks or other derivatives containing or reconstructing those materials, and require its contractors, service providers, and evaluation-only sample recipients to do the same. Backup copies will be isolated from ordinary access and use and deleted within 90 days after the notice; if restored before then, the deletion must be reapplied. We will confirm completion in writing and identify any retained records and their basis.

We may retain only records and narrowly limited copies required by law or reasonably necessary to establish or defend a specific legal claim, and source-free transaction, payment, and acceptance records needed for those purposes. Retained material must be access-restricted, must not be used for evaluation, training, sharing, or sales, and must be deleted when that basis ends. Source-free means the record does not contain or permit reconstruction of your Submitted Materials. General product improvement or a possible future sale is not a retention basis.

Termination does not revoke a buyer license completed before we received your notice or require that buyer to delete materials already licensed to it; those rights remain governed by that buyer agreement. It does not require reversal of training already completed or deletion of model weights that do not contain or permit reconstruction of the materials. We will identify completed buyer licenses affecting your request. Payment obligations for completed sales, the indemnity limit in Section 8, and duties needed to enforce termination and deletion survive termination.

You may separately request a return copy of retained Submission Files through the same channels. After verifying identity and scope, we will securely provide files we still hold within 90 days of the request or explain which files are no longer held. A return request alone does not terminate the license. If you request both return and termination, we will provide the available return copy before deletion without extending the deletion deadlines. Any additional access or deletion rights required by law remain available.

8. Indemnification and aggregate limit

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, subject to the following aggregate limit.

To the fullest extent permitted by law, your total aggregate liability for all defense, indemnification, and hold-harmless obligations under this Data License is capped at $1,000 for the entire agreement, across all submissions, transactions, claims, and indemnified parties combined. All legal fees, defense and cooperation costs, settlements, judgments, and other covered amounts count toward, and do not sit outside, this single cap. Once the cap is exhausted, you have no further duty to defend, indemnify, reimburse, or hold harmless. No beneficiary has a separate cap. Claims arising from the promises in Sections 3 or 6 are subject to the same aggregate cap regardless of whether pleaded in contract, indemnity, contribution, or another theory; there is no double recovery or insurance-based increase. This limit does not restrict liability to the extent applicable law prohibits that restriction.

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 within the aggregate cap. 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 Section 4, and their rights are subject to the same aggregate cap and defenses. We may not promise a buyer greater indemnity from you without your separate express written agreement.

Insurance status and limits

We have obtained a quote from Corgi for insurance with a limit of up to $10 million, intended to cover eligible defense costs and settlements. A quote is not active coverage. Before relying on insurance for a transaction, request confirmation of the bound policy, insured parties, scope, limits, exclusions, and deductibles.

Insurance does not guarantee that every claim or party is covered or that no participant will incur legal costs. We cannot promise indemnity beyond our ability to pay and applicable insurance coverage. Any transaction-specific indemnity must be set out in the signed agreement.

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 later written amendment accepted by both parties controls only the terms it expressly changes; it is not required for sharing or sales already authorized by Section 4. 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, evaluation, sharing, and commercial licensing of the Submitted Materials. 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 later written amendment.