Terms of Service

Welcome to Codin, provided to you by Codin, LLC (“Codin,” “we,” “us,” or “our”). By accessing or using our website, mobile applications, APIs, or related services (collectively, the “Services”), you agree to be bound by this Terms of Service and End User License Agreement (this “Agreement”), whether or not you are a registered user. Please read this Agreement carefully.

If you do not understand or do not wish to be bound by this Agreement, you should immediately cease all usage of the Services. Your continued use of the Services will signify acceptance of the terms of this Agreement.

1. Acceptance of Terms

1.1: Your access to and use of the Services is conditioned on your acceptance and compliance with this Agreement. This Agreement applies to all users who access or use the Services.

1.2: By accessing or using the Services, you represent that you are at least 13 years of age, and that you have the cognizant mental capacity to enter into this Agreement. If you do not meet these requirements, you must not access, or use our Services.

1.3: We reserve the right to modify this Agreement from time to time without notice. Updated versions of this Agreement will be posted on the Services with an updated “Last revised” date. You are responsible for checking for updates to this Agreement. Your continued access or use of our Services constitutes your acceptance of any changes.

1.4: We may use third-party Service Providers to monitor and analyze the use of our Service.

2. Access, Use, and Permitted Uses

2.1: Subject to your ongoing compliance with this Agreement, Codin grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your own personal, non-commercial purposes or professional reasons which primarily benefit you alone. You may only access and use the Services with no intent to generally cause any harm to Codin, and that you alone are responsible for maintaining the confidentiality of any login credentials associated with your account, which may be associated with personally identifiable information.

2.2: You agree not to access or use the Services for any illegal, harmful, fraudulent, infringing, obscene, or otherwise generally objectionable activities. Prohibited conduct includes, but is not limited to:

(a) uploading, posting, transmitting, sharing, storing, or otherwise making available any content that is unlawful, defamatory, infringing, obscene, or invasive of privacy or publicity rights;

(b) using the Services in any manner that could interfere with, damage, disable, overburden, or impair the functionality of the Services, including uploading or disseminating any virus, adware, spyware, worm, or other malicious code;

(c) harvesting, collecting, gathering or assembling information about the Services or other users without their consent;

(d) circumventing or attempting to circumvent any access controls, restrictions, limits, or usage caps on the Services;

(e) encouraging or assisting any third party in engaging in any prohibited activities enumerated in this Section above.

2.3: You represent and warrant that:

(a) you have all necessary rights, authority and mental capacity to enter into this Agreement and perform your obligations under this Agreement;

(b) you have not falsely represented your identity nor provided any false information to gain access to our Services, in which case you release us of all liability incurring from such an occurrence due to your decision to do so.

3. Ownership, Proprietary Rights, and Error Reporting

3.1: The Services, which include all software, data, content, updates, and documentation made available to you through the Services, and all intellectual property rights in the foregoing, are and will remain the property of Codin and its licensors.

3.2: All trademarks, service marks, trade names, logos, and other indicia of origin displayed in connection with the Services are the registered and unregistered trademarks of Codin or its licensors. Nothing in this Agreement conveys to you any interest or license in any such mark, except the limited use rights expressly granted in Section 2.1.

3.3: Any feedback, comments, suggestions, enhancement requests, recommendations, error reports, or other information provided by you relating to the Services will be the sole and exclusive property of Codin. You hereby irrevocably assign all such feedback to Codin and agree to provide Codin with any assistance required to document and implement such assignments. Notification to us, therefore constitutes you willingly revoking your rights to such content.

4. User Content and Accounts

4.1: The Services may allow you to submit, upload, post, display, transmit, or otherwise communicate content, messages, materials, data, information, or other items (“User Content”). You are solely responsible for your User Content. We are not responsible for damages incurring from your content. However, we do reserve the right to moderate the proliferation of user-generated content to maintain the general well being of Codin.

4.2: You hereby grant us an irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, transferable, and sublicensable right to use, copy, display, store, adapt, publicly perform, distribute, modify, translate, excerpt (in whole or in part), and create derivative works from your User Content, in all media formats and channels now known or later developed, for any purpose in connection with operating and providing the Services. However, you still retain full ownership over your content in terms of assigning credit as such; thus you are responsible for protecting your rights to such an end.

4.3: Codin is not liable for any damages resulting from intellectual property misconduct arising on part of the user. Upon uploading user-generated content, you represent and warrant that:

(a) you own or have the necessary rights and permissions to use the User Content, and to grant the rights and licenses in this Section 4;

(b) the User Content, and your submission, posting, transmission, or other making available of such User Content, does not and will not violate, misappropriate, or infringe any rights of any third party.

4.4: When you create an account with us, you guarantee that you are above the age of 13 and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity, or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion.

5. Fees and Payments

5.1: Certain aspects of the Services may require payment of fees on a subscription basis (“Subscription(s)”) which is recurring (“Billing Cycle(s)”). If fees apply for any Services or features you choose to use, those fees will be disclosed prior to your use of such Services or features. Your subscription shall renew automatically under the prevailing conditions unless you cancel your subscription. Should automatic billing fail to occur for any reason, Codin will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice, otherwise the Services shall cease for you. All prices are listed in United States dollars, excluding any applicable sales taxes, in accordance with the appropriate local laws and provisions thereto.

5.2: You authorize Codin to charge you for the applicable fees using your selected payment method. You are responsible for correcting errors or mistakes in billing, even if we have already billed and you have paid the charges. You are required to promptly update your account information with any changes that may occur (for example, a change in your billing address or credit card expiration date) to ensure the proper rendering of Services.

5.3: All fees paid for the Services are non-refundable (including cases of cancellation). We do not provide refunds or credits for any partial use of the Services, upgrades or downgrades, or non-usage due to suspension or termination of your account. The only exception occurs in cases where Codin is obligated to refund you by law.

5.4: Codin, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

6. Warranties and Limitations of Liability

6.1: YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. CODIN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.2: CODIN MAKES NO REPRESENTATIONS OR WARRANTIES:

(A) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS;

(B) THAT THE OPERATION OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR-FREE;

(C) REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION OBTAINED FROM THE SERVICES;

(D) OR, THAT ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU ASSUME THE ENTIRE COST OF ANY SERVICE, REPAIR OR CORRECTION THAT MAY BE NECESSARY DUE TO YOUR USE OF THE SERVICES.

6.3: EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Indemnification

7.1: You agree to defend, indemnify, and hold harmless Codin, its affiliates, directors, officers, employees, contractors, agents, suppliers, service providers, and licensors from any claims, damages, losses, liabilities, and expenses (including attorneys’ fees) that arise from or relate to:

(a) your use of the Services;

(b) any User Content;

(c) your violation of this Agreement;

(d) or, your violation of any applicable law, regulation, or rights of any third party. Codin reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with Codin in such defenses.

8. Modifications, Suspensions, and Terminations

8.1: We reserve the right to modify, suspend, or terminate your access to or use of the Services at any time, with or without cause, and with or without notice. You may terminate this Agreement at any time by ceasing all use of the Services.

8.2: Upon any suspension or termination, your right to use the Services will immediately cease. We will not be liable for any costs, damages, or losses of any kind resulting from any termination or suspension of your access to the Services.

8.3: All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9. Governing Law and Other Miscellaneous Provisions

9.1: This Agreement constitutes the entire agreement between you and Codin regarding the subject matter hereof and supersedes any and all prior agreements.

9.2: This Agreement shall be governed under Delaware law, excluding its body of law relating to conflicts of law. All disputes between the parties arising under this Agreement shall be exclusively and finally resolved through binding arbitration before Judicial Arbitration and Mediation Services (“JAMS”) pursuant to JAMS rules and procedures, and judgment upon any arbitration award so rendered may be entered in any court of competent jurisdiction over the parties or their assets. The prevailing party in any action shall be entitled to recover all related costs and reasonable attorneys’ fees. Unless in cases where such is prohibited by state or federal laws, the above shall apply.

9.3: Our failure to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of those rights or provisions. If any provision of this Agreement is determined to be invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

9.4: This Agreement does not confer any third-party beneficiary rights or remedies.

9.5: We may assign our rights and obligations under this Agreement at our sole discretion. You may not assign yours without our express prior written consent.

9.6: Any notices from you to Codin must be sent to team@codin.app and will be deemed received upon our acknowledgement of receipt. Notices from Codin to you may be sent via email or through any messaging capabilities within the Services.

10. Beta Testing

10.1: If you are granted early access to test beta versions of the Services (“Beta Tester”), you acknowledge that beta versions may contain bugs, errors, or other issues. Your participation as a Beta Tester is greatly appreciated to help us improve the Services, but is strictly voluntary and at your own risk.

10.2: All versions of the Services provided for beta testing are confidential information of Codin. As a Beta Tester, you agree not to disclose any details regarding the beta Services or your beta testing experience without our prior written consent.

11. Intellectual Property

11.1: The Services, including all content and functionality made available therein, contain proprietary information that is protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws.

11.2: You may not copy, distribute, modify or make derivative works based on the Services without our prior written consent. Any unauthorized use or misuse of the Services is strictly prohibited and may subject you to relevant civil and criminal penalties.

11.3: Codin aggressively enforces its intellectual property rights. If we reasonably believe our copyrights, trademarks, or other rights have been violated, we will pursue all legal remedies available to us, including seeking civil damages and injunctive relief. We reserve the right to report any suspected illegal activity to appropriate law enforcement agencies.

12. Updates to these Terms of Service

12.1: From time to time, we may update these Terms and Conditions to clarify our practices or to reflect new or different practices (such as when we add new Programs), and codin.app reserves the right in its sole discretion to modify and/or make changes to these Terms and Conditions or any other policies at any time. If we make any material change, we will notify you using prominent means, such as by email notice sent to the email address specified in your account. Modifications will become effective on the day they are communicated unless stated otherwise. Your continued use of our Programs after changes become effective shall mean that you accept those changes. Any revised Terms and Conditions shall supersede all previous Terms and Conditions.

13. Waivers, Term, and Severability

13.1: No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision. If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.

13.2: These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

13.3: If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

14. CALIFORNIA USERS AND RESIDENTS

14.1: If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.