Date of Last Update: May 28, 2020
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING ANY FEATURES OF THE CODEZERO SITE. IF YOU DO NOT AGREE WITH THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT USE THE CODEZERO SITE AND BY PROCEEDING WITH ANY OF THESE ACTIVITIES YOU WILL BE DEEMED TO HAVE AGREED TO THESE TERMS WHICH WILL CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU (ALSO REFERRED TO HEREIN AS “USER”) AND CODEZERO.
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL THE NECESSARY PERMISSIONS AND AUTHORITY TO AGREE AND TO BIND SUCH ENTITY OR ORGANIZATION TO THIS AGREEMENT.
PLEASE NOTE THAT THE SUPPLEMENTAL CODEZERO PUBLISHER TERMS ALSO APPLY TO ANY USER OF THE CODEZERO MARKETPLACE AND THE CODEZERO HUB WHO WISHES TO LIST ANY APPLICATION IN THE CODEZERO MARKETPLACE FOR SALE/LICENSING BY OTHER USERS. COLLECTIVELY THE SITE (INCLUDING THE CODEZERO HUB AND THE CODEZERO MARKETPLACE), THE CODEZERO OPERATING SYSTEM AND NATIVE APPLICATIONS AND ANY OTHER TECHNOLOGY, CONTENT OR SOFTWARE MADE AVAILABLE BY CODEZERO UNDER THESE TERMS CONSTITUTE THE ”CODEZERO OFFERINGS”.
Note On Minors: The CodeZero Offerings are intended for use by businesses and/or individuals who have reached the age of majority and are not targeted at or intended to be used by children. You must be at least of the age of majority in your jurisdiction to use the CodeZero Offerings.
Note on Updates/Changes to these Terms. CodeZero reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the CodeZero Offerings, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any, or we will post an update on the Site and/or a notice to your User Account (as defined in Section 2 below) visible to you the next time you log-in. Material changes will take effect 30 days from the date of posting of an update to these Terms and all minor changes that are not material to the Terms will take effect from the date of update. If you do not agree with the changes, you can cancel your account with us without further obligation, except for the amount due for the Apps you have purchased for the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the CodeZero Offerings. These Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the CodeZero Offerings.
2 Registration Data; Account Security. If you register for an account on the CodeZero Hub (your “User Account”), you agree to: (a) provide accurate, current and complete information as may be prompted by any registration forms on the CodeZero Hub (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to CodeZero, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to CodeZero if you do not comply with the foregoing requirements. You are responsible for all activity on your CodeZero User Account, and for all charges incurred by your CodeZero User Account.
3 CodeZero Marketplace Terms
3.2 Disclaimer on Publisher Apps. The CodeZero Marketplace is a venue for connecting Users and Publishers. Users contract directly with the Publishers for Publisher Apps and with CodeZero for any proprietary CodeZero Apps. CodeZero will not be a party to any agreements or contracts for Publisher Apps. CodeZero acts to coordinate payments between Users and the Publishers but does not act as a Publisher for the Publisher Apps and nothing in our involvement in the marketplace and payment process makes us responsible for the Publisher Apps. Your contract for Publisher Apps is with the Publisher and not with CodeZero. Any disputes between Publishers and Users are governed by the Publisher Terms. CodeZero and/or Publishers (may choose to delist Apps from time to time. Such Apps may still continue to be used (subject to any conflicting provision of the App Terms) unless the User deinstalls the App in which case it cannot be downloaded or accessed again through the CodeZero Offerings.
3.3 App Fees, Invoices. Fees for access and/or use of a Publisher App is as displayed in the Marketplace listing (“App Fees”) and will be charged to the User’s credit card within 7 days following each month for the User’s usage of Publisher Apps in the prior month unless a different billing cycle is specified in the Marketplace Listing (“Billing Cycle”). As between CodeZero and Publishers, CodeZero will be the merchant of record for any transactions through the CodeZero Marketplace Fees for any Publisher Apps cancelled prior to the expiration of a Billing Cycle will be pro-rated. CodeZero does not charge for cancelling a subscription to any Publisher Apps. Except as provided in Section 3.4 below, all charges and fees are final and non-refundable. CodeZero will make available to Users an invoice per User Account that lists all Publisher Apps and CodeZero Apps that have been purchased by the User for the applicable Billing Cycle (“Invoice”). If a User has subscribed to more than one App in any Billing Cycle, the Invoice will list each Publisher App (and/or CodeZero Apps) and related fees. For greater certainty, CodeZero will monitor use of all Apps by User and its permitted users in order to report to Publishers and for calculation of fees.
3.4 Refunds & Returns.
a. Publisher Apps. Each Publisher is responsible for any and all refunds to Users in respect of Publisher Apps purchased through the Marketplace. Each Publisher is required to ensure that any refund-related terms and conditions are set out in the Marketplace Listing. Please read the applicable terms of the Marketplace Listing carefully before purchasing a Publisher App. CodeZero is not responsible for providing any refunds or for adjudicating between Publishers and Users for refunds in respect of Publisher Apps.
b. CodeZero Apps. As part of our commitment to customer satisfaction and unless otherwise set out in the specific CodeZero App’s Marketplace Listing, the following terms shall apply to any request to return a CodeZero App. Users may request to cancel and return a CodeZero App for a full refund of fees paid for the applicable CodeZero App, provided that such request is made within thirty (30) days of the date on which the for the applicable CodeZero App was placed. We reserve the right to change this default policy at any time on provision of at least thirty (30) days prior written notice.
3.5 Billing; Payment Processor. CodeZero uses a third-party payment processor to process transactions (“Payment Processor”). Users must provide a valid credit card number and other applicable billing information (“Billing Information”) for payment of the applicable App Fees. You authorize this Billing Information to be provided to the third-party Payment Processor. You acknowledge and agree that terms of service of the Payment Processor will govern your agreement and interactions with the Payment Processor and that our Terms and policies do not govern. CODEZERO HAS NO LIABILITY ARISING FROM YOUR USE OF OR ACCESS TO THE PAYMENT PROCESSOR. You should review the applicable terms and policies of the Payment Processor, including its privacy and data gathering practices.
3.6 CodeZero Marketplace Fees. There is currently no charge for your use of the Site (including the CodeZero Marketplace), to the extent this includes installinginstalling the CodeZero operating system and creating clusters, browsing and requesting Apps on the CodeZero Marketplace (although Apps will be licensed or sold at the rates indicated in the Marketplace Listing for the applicable App). CodeZero reserves the right to introduce any service fees or implement charges for features of the CodeZero Marketplace as indicated to Users from time to time. Any revised fees will take effect 30 days from the date of posting to the Website, App, or notification to your User Account. If you choose to terminate your User Account after notification of any new or additional fees, you must do so before the 30-day period, after which such charges will be applied to your User Account, if applicable.
3.7 Taxes. All App Fees are exclusive of all federal, state, provincial, goods, services, value-added, municipal or other taxes, which Users agree to pay based on where the User is primarily domiciled.
4 Intellectual Property Rights.
4.1 CodeZero IP. In these Terms the content available through the Site and other CodeZero Offerings , including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”*. As between CodeZero and you, CodeZero or its licensors own and reserve all right, title and interest in and to the CodeZero Offerings and all software, Content and other items used to provide the CodeZero Offerings, other than the rights explicitly granted to you to use the CodeZero Offerings in accordance with these Terms. No title to or ownership of any proprietary rights related to the CodeZero Offerings or any content contained therein is transferred to you pursuant to these Terms. All rights not expressly granted to you are reserved by CodeZero. The CodeZero Offerings, as well as all Content and software available on or through the CodeZero Offerings or used to create and/or operate the CodeZero Offerings, is the property of CodeZero or its licensors, and is protected by Canadian and international copyright and other intellectual property laws. All trademarks, registered trademarks, product names and company names or logos mentioned in the CodeZero Marketplace are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by CodeZero.
4.2 Feedback. We welcome your suggestions, comments and feedback on the CodeZero Marketplace (“Feedback”) as it helps us to make improvements to the CodeZero Offerings. In particular we welcome information and prompt feedback on any bugs, vulnerabilities or other problems that you notice in using the CodeZero Offerings (or any Publisher Apps) in the manner permitted in these Terms. If you provide us with Feedback you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) CodeZero and its affiliated companies (including all of their successors and assigns) may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or re-imbursement of any kind in respect of Feedback.
4.3 Publisher Intellectual Property. As between any Publisher and you, the Publisher or its licensors own and reserve all right, title and interest in and to the Publisher Apps and all software, Content and other items used to provide the Publisher Apps, other than the rights expressly granted to you to use the Publisher Apps in accordance with the Publisher Terms. No title to or ownership of any proprietary rights related to the Publisher Apps is transferred to you. All rights not explicitly granted to you are reserved by the Publisher.
5 Your User Content.
5.1 Content provided by Users is called “User Content”. For example, Users may have the ability to create custom labels or names for the various Publisher Apps that they have purchased through their User Account or to provide feedback/reviews on Publisher Apps (see further Reviews below). User Content is that User’s property. CodeZero’s only right to that User Content is the limited licenses to it granted in these Terms. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the CodeZero Offerings, now and in the future. Therefore, by posting or distributing User Content to or through the CodeZero Offerings, you (a) grant CodeZero and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the CodeZero Offerings from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the CodeZero Offerings; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
5.2 Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the CodeZero Offerings, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the CodeZero Offerings. If you authorize third parties, including Publishers, to access your User Content through the CodeZero Offerings, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.
6 Our Limited License of Content to You
6.1 CodeZero grants you a limited, revocable, non-exclusive, non-sublicensable license to access and use the CodeZero Offerings and to view and use the portions of the Content available to you through the CodeZero Offerings. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and use such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots, crawlers, or similar data gathering or extraction methods; and (v) you may not use the CodeZero Offerings or the Content other than for their intended purpose.
6.2 Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your User Account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in Section 6.1 above is revocable by CodeZero at any time.
6.3 You represent and warrant that your use of the CodeZero Offerings will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
7 User Conduct
7.1 Without restricting anything else in these Terms, you agree not to: a) Reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the CodeZero Marketplace or any part thereof; b) Copy or otherwise commercially exploit the CodeZero Offerings in any way except in furtherance of your permitted use in accordance with these Terms (and the applicable App Terms in respect of any Apps purchased through the CodeZero Marketplace) ; c) Register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity); d) Disable or circumvent any access control or related process or procedure established with respect to the CodeZero Offerings or any Apps, or attempt to gain unauthorized access to the same; e) Use the CodeZero Offerings to intentionally or unintentionally violate any applicable local, provincial, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority; f) Access the CodeZero Offerings for the purpose of: (i) building a competitive product or service, or (ii) copying any features, functions or graphics; or g) Interfere with or disrupt the operation of the CodeZero Offerings.
7.2 The CodeZero Offerings may include discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the CodeZero Marketplace (“Interactive Areas”). If CodeZero provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of Site will be considered non-confidential.
7.3 You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the CodeZero Offerings any of the following: a) Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; b) Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; c) Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; d) Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; e) Unsolicited promotions, political campaigning, advertising or solicitations; f) Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use; g) Viruses, corrupted data or other harmful, disruptive or destructive files; h) Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or i) Content that, in the sole judgment of CodeZero, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the CodeZero Site, or which may expose CodeZero or its affiliates or its other users to any harm or liability of any type.
7.4 Reviews. Through the capabilities of the CodeZero Offerings you may have the ability to provide feedback and reviews of Apps made available through the CodeZero Marketplace. Reviews will be posted automatically but CodeZero reserves the right to review, modify or delete any review, in CodeZero’s sole discretion. In publishing a review you acknowledge and agree that your user name and certain other optional information you make available will be visible to all users of the Site.
7.5 Spam. CodeZero has a “zero-tolerance” policy towards SPAM: you may not use the CodeZero Offerings generally to send commercial or other messages to any third-party without consent. Your use of the CodeZero Offerings must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
7.6 Violations. Any use of the CodeZero Offerings in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the CodeZero Offerings.
8 No Responsibility for Third-Party Services, Sites or Content. As a service to Users, the CodeZero Offerings (specifically the Site and CodeZero Marketplace) may contain links to third-party websites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide third-party services (“Third-Party Services”), including those of our Publishers, payment processors and other payment intermediaries that you may use in connection with your use of the CodeZero Marketplace. Your use of Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.
9 Warranty Disclaimer
9.1 THE CODEZERO OFFERINGS, INCLUDING ALL CODEZERO APPS AND CONTENT ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS FROM CODEZERO OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CODEZERO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CODEZERO DOES NOT REPRESENT, WARRANT OR PROVIDE ANY CONDITIONS THAT THE CODEZERO OFFERINGS INCLUDING ANYCODEZERO APPS OR OTHER TECHNOLOGY OR CONTENT ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
9.2 The CodeZero Offerings may be unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any website (including the those in the CodeZero Offerings) or combination thereof.
9.3 While CodeZero attempts to make your access to and use of the CodeZero Offers safe, CodeZero does not represent or warrant that the CodeZero Offerings or any Apps provided therein are free of viruses or other harmful components.
10 Limitation of Liability; Indemnity
10.1 You waive and shall not assert any claims or allegations of any nature whatsoever against CodeZero, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, including the Publishers, as well as any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site, the Content, the CodeZero Marketplace or any other CodeZero Offerings, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content, the CodeZero Marketplace or any other CodeZero Offerings. You use CodeZero Offerings at your own risk.
10.2 Without limitation of the foregoing, neither CodeZero nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the CodeZero Offerings, including without limitation any damages caused by or resulting from your reliance on the CodeZero Offerings or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to the CodeZero Offerings or any other Released Party’s programs or services.
10.3 In no event shall the aggregate liability of CodeZero, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the CodeZero Offerings exceed the aggregate App Fees paid by you hereunder during the six months prior to the date of any claim.
11 Communications. Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you at the email address you provide in your Registration Data. Or we may post a notice to Users in the dashboard area of your User Account on the Website, or elsewhere on the Website. It is your responsibility to periodically review the Website for notices.
12 Applicable Law and Venue. You and CodeZero explicitly agree that all disputes, claims or other matters arising from or relating to your use of the CodeZero Offerings will be governed by the laws of the Province of British Columbia and the Federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort (including negligence), pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) involving CodeZero and arising out of or relating to (a) these Terms; (b) the CodeZero Offerings; (c) oral or written statements, advertisements or promotions relating to these Terms or to the CodeZero Offerings; or (d) the relationships that result from these Terms or the CodeZero Offerings (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against CodeZero related to any Claim and, where applicable, you also agree to opt out of any class proceedings against CodeZero. If you have a Claim, you should give written notice to us at via email at [email protected]. If we have a Claim, we will give notice of our Agreement to arbitrate your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of British Columbia.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in the Province of British Columbia. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
13 Termination/Modification of License and Access to CodeZero Marketplace. Notwithstanding any contrary provision of these Terms, CodeZero reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the CodeZero Offerings, or any portion thereof ; (b) block or prevent your future access to and use of all or any portion of the CodeZero Offerings; (c) change, suspend or discontinue any aspect of the CodeZero Offerings (including Content and Apps); and (d) impose limits on the use of or access to CodeZero Offerings.
16 Contact. If You have any questions or concerns about this Agreement please contact us at: [email protected].