Welcome to Codin, provided to you by Codin, Inc ("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.
1.1 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 legal authority to enter into this Agreement. If you do not meet these requirements, you must not access or use the 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 the Services constitutes your acceptance of any changes.
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. You may only access and use the Services with authorized devices, and you are responsible for maintaining the confidentiality of any login credentials associated with your account.
2.2 You agree not to access or use the Services for any illegal, harmful, fraudulent, infringing, obscene, or otherwise 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; or
(e) encouraging or assisting any third party in engaging in any prohibited activities enumerated in this Section 2.
2.3 You represent and warrant that: (a) you have all necessary rights and authority to agree to this Agreement and perform your obligations under this Agreement; and (b) you have not falsely represented your identity nor provided any false information to gain access to the Services.
3.1 The Services, including 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. You acknowledge that the Services contain confidential trade secrets of Codin.
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 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 perfect such assignment.
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.
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.
4.3 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; and (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.
5.1 Certain aspects of the Services may require payment of fees. 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. All prices are listed in United States dollars, excluding any applicable sales taxes, which you are solely responsible for paying if applicable.
5.2 You authorize Codin to charge you for the applicable fees using your selected payment method. Codin may correct 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).
5.3 All fees paid for the Services are non-refundable. 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.
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; OR (D) 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 UNDER NO CIRCUMSTANCES SHALL CODIN OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR SIMILAR DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES. OUR TOTAL CUMULATIVE LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO CODIN IN SERVICE FEES DURING THE SIX (6) MONTHS PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
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; or (d) 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 defense.
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.
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 California 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”) in San Francisco, California, 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.
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 in 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 [legal email address] and will be deemed received upon our acknowledgment of receipt. Notices from Codin to you may be sent via email or through any messaging capabilities within the Services.
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 version 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.
11.1 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 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.
12.1 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.