Code Effects Software Terms & Conditions

This document (the "Agreement") describes the terms and conditions on which Code Effects Software, LLC (hereinafter "Code Effects Software", "Code Effects", "CodeEffects.com", "we" or "our company") offers software and/or services (the "Services") to you ("Customer", "Member", "User" or "You"). By registering for or using the Services, or by accessing or using our websites, you agree to be bound by the following terms and conditions whether or not you are a registered user of the Services. We retain the right at our sole discretion to deny access to anyone to our websites and the Services we offer, at any time and for any reason, including, but not limited to, for violation of this Agreement.

PLEASE READ THIS DOCUMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

1. Eligibility for the Services.

The Services are available only to individuals and business entities (including but not limited to sole proprietorships) in good legal standing that can form legally binding contracts and are entitled to subscribe to and access our services under applicable law. Customer hereby represents and warrants that it is duly licensed to do business and is in good legal standing in the jurisdictions in which it does business (during the term of this Agreement), and that the person agreeing to this Agreement for Customer is at least eighteen years of age and otherwise capable of and authorized to enter binding contracts for Customer.

2. Code Effects Services.

Subject to the terms and conditions of this Agreement, Code Effects Software makes certain Services available to Customer. For the purposes of this Agreement: (a) "Customer" (or "you") means the individual or business entity that is using or registering to use the Services, including its employees and agents; (b) "Services" means those electronic or interactive services or software offered by Code Effects Software. Code Effects Software reserves the right to change or discontinue the Services at any time.

3. Ownership

You acknowledge that all materials (except those uploaded by users) provided on our websites, including but not limited to information, documents, products, logos, graphics, sounds, GUI, software, and services (collectively "Materials"), are provided either by Code Effects Software or by their respective third party authors, developers and vendors (collectively "Third Party Providers") and the underlying intellectual property rights are owned by Code Effects Software and/or its Third Party Providers. Elements of our websites are protected by trade dress and other laws and may not be copied or imitated in whole or in part. Code Effects Software, the Code Effects logo and other Code Effects Software products referenced herein are trademarks of Code Effects Software, and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols may be the trademarks of their respective owners.

4. Customer Account

4.1 Authorized Users
Customer may designate persons to act as its agents to use the Services, provided that each designated person has the legal capacity to enter into binding contracts for Customer. Furthermore, Customer represents and warrants that each person who registers under Customer's account is an authorized agent of Customer (an "Authorized User") who has such legal capacity.

4.2 Responsibility for Access
Customer is solely responsible and liable for any and all access to and use of the Services (including all activities and transactions) by any Authorized User and/or User ID registered under Customer's account, unless such access to or use of the Services is the direct result solely of the gross negligence of Code Effects Software. It is Customer's responsibility to set the appropriate access for each of Customer's Authorized Users.

4.3 Responsibility for User IDs and Passwords
Customer is solely responsible for maintaining the confidentiality of Customer access information, i.e. user IDs (in any form, including but not limited to, email addresses), account IDs and passwords of its Authorized Users, and is responsible for all activities that occur under Customer's account.

4.4 Notification of Unauthorized Use
Customer will immediately notify Code Effects Software if Customer notices any activity indicating that Customer's account or data is being used without authorization, including: (a) Customer has received confirmation of an order or orders placed using Customer's account which Customer did not place or any similar conflicting report; or (b) Customer becomes aware of any unauthorized use of any product or service related to its account(s).

5. Customer Data

Customer has sole responsibility and liability for the data it stores on Code Effects Software' servers. Customer controls its data through service user interface. Customer bears full responsibility for archiving its data and sole liability for any lost or irrecoverable data. Customer agrees to maintain its data in compliance with its legal obligations. Code Effects Software may delete Customer data upon termination of this Agreement. However, Code Effects Software may retain certain portions of Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data.

6. Acceptable Use

You agree to not use the Services to:

a. upload, post, e-mail, transmit or otherwise make available any Content that spreads messages of terror or depicts torture or death-gui; if serious enough, the content will be reported to the appropriate legal authority and/or the member's Internet Service Provider ("ISP") will be contacted;

b. harm minors in any way, including any form of child pornography; if serious enough, the content will be reported to the appropriate legal authority and/or the member's ISP will be contacted;

c. upload, post, e-mail, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

d. send Unsolicited Bulk Email ("spam"). The sending of any form of spam through Code Effects Software' servers is prohibited. Code Effects Software accounts or services may not be used to solicit customers from, or collect replies to, messages sent from another ISP where those messages violate this policy or that of the other provider;

e. advertise, transmit, or otherwise make available or use any software, program, product, or service that is designed to violate the terms and conditions of this Agreement or the acceptable use policy of any other ISP, which includes, but is not limited to, the facilitation of the means to send spam, initiation of pinging, flooding, mail-bombing, SQL injection, dictionary attacks, cross-site-scripting attacks, and denial-of-service attacks;

f. forward Internet users to any website that, if such website were provided by Code Effects Software, would violate the provisions of this Agreement;

g. provide anonymity to activities which are unlawful, fraudulent, or violate the intellectual property rights of a third party;

h. knowingly or recklessly permit others to use the Services : (i) for any unlawful, invasive, infringing, defamatory, or fraudulent purpose; (ii) to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database or network; (iii) so as to interfere with the use of the Services by other customers or authorized users; (iv) in violation of the applicable acceptable use policies of Code Effects' backbone providers, provided you have notice of such policies or such policies are publicly available on such backbone providers' websites; or (v) in a manner which, in Code Effects Software opinion, is inconsistent with the generally accepted rules of internet etiquette and conduct;

i. attempt to gain access to any account or computer resource not belonging to you without authorization from the owner (e.g., hacking);

j. obtain or attempt to obtain service by any means or device with intent to avoid payment;

k. engage in any activities that do or are designed to harass, or that will cause a denial-of-service (e.g., synchronized number sequence attacks) to any other user whether on the Code Effects Software network or on another ISP's network;

l. impersonate any person or entity, including, but not limited to, a Code Effects Software official, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;

6.1 Illegality/Adult Content
Code Effects Software neither sanctions nor permits site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity, including but not limited to, gambling, the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation.

Code Effects Software reserves the right to immediately suspend, restrict or terminate any account or transmission that violates this policy, without prior notice.

Further, should Customer violate this policy, Code Effects will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.

6.2 Wrongful Conduct
Customer shall not commit or permit wrongful or damaging acts which justify civil action including, but not limited to, posting of defamatory, scandalous, or private information about a person without their consent or intentionally inflicting emotional distress.

6.3 Access and Interference
Violations or attempts to violate Code Effects systems or to interrupt Code Effects services are strictly prohibited, and may result in criminal and civil liability. Examples of system violations include, without limitation:

(a) Unauthorized access to or use of the Services, including any attempt to probe, scan or test the vulnerability of a system or to breach security or authentication measures without express authorization of Code Effects; or (b) Interference with the services to any customer or network including, without limitation, flooding, or deliberate attempts to overload a system and broadcast attacks; or (c) Use of any device, software, or routine to interfere or attempt to interfere with the proper working of the Services; or (d) Any action that imposes an unreasonable or disproportionately large load on Code Effects' infrastructure.

Customer shall not decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive or imitate the source code of the "software tools" (including the tools, methods, processes, and infrastructure) underlying the Services or any other software on the Code Effects websites.

6.4 Other Activities
Whether lawful or unlawful, Code Effects reserves the right to determine what is harmful to its Customers, operations or reputation, including any activities that restrict or inhibit any other user from using and enjoying the Services.

Code Effects reserves the right to monitor, suspend, restrict, delete, modify, or terminate any account content or transmission they find in violation of any of the above policies. If appropriate, Code Effects will refer complaints to law enforcement authorities, and in such case, Code Effects will actively assist law enforcement agencies with the investigation and prosecution of any such activities, including surrendering Customer account and data information.

Complaints about violators of our policy should be sent via our standard Support form(s). Each complaint will be investigated and may result in immediate deletion of content or cancellation of Services without prior notice.

7. Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CODE EFFECTS, ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ASSOCIATES TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. CODE EFFECTS, ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND SHAREHOLDERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF OUR SERVICES, SOFTWARE, OR CONTENT; (b) CODE EFFECTS MAKES NO WARRANTY AND ASSUMES NO LIABILITY OR RESPONSIBILITY (I) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, (V) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; (VI) FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (VII) FOR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (VIII) FOR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IX) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (X) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OUR WEBSITES; (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS; and (e) CODE EFFECTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF CODE EFFECTS, ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND SHAREHOLDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnity

You agree to defend, indemnify, and hold harmless Code Effects, its affiliates, and/or their respective suppliers, officers, directors, employees and agents, from and against any claims, actions or demands, recoveries, losses, damages, fines, penalties, including without limitation reasonable legal fees, alleging or resulting from your use the Services, or your violation of the rights of a third party or your breach of this Agreement or other Code Effects policies, terms and conditions.

9. Limitation of Liability

Your use of Services is at your own risk. If you are dissatisfied with any aspect of the Services or with these terms & conditions, or any other rules or policies, your sole remedy is to discontinue use of the Services. You expressly understand and agree that Code Effects shall not be liable for any direct, indirect, incidental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Services; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the service; or (e) any other matter relating to the Services.

10. Permission to Use Name, Logo, or Other Brand Elements

By registering for, purchasing, downloading or using our Services, You grant Code Effects permission to display or use Your name, company name, logo, website URL, or other brand elements in connection with the operation of Our business including, without limitation, in various ongoing communications, publications, advertisements, newsletters, website and email content, direct mail, and other online and offline channels, as well as all other Code Effects marketing or business collateral. No exposure is guaranteed. We reserve the right to make use of the elements listed above, for the purposes described, for the duration or lifetime of any and all Services provided by Code Effects.

11. Modifications to Agreements, Policies or Services

Code Effects reserves the right, at any time and at our sole discretion, to make changes to this Agreement, our Privacy Policy and Refund Policy ("the Policies"), our EULA, and any other Agreements that we provide. The most current version of this Agreement, the Policies, the EULA, and any other Agreements will supersede all previous versions. We encourage You to periodically review this Agreement, the Policies, the EULA, and any other Agreements to stay informed of our updates. By continuing to use our Services or continuing to use or access our websites, You agree to be bound by the revised versions of this Agreement, the Policies, the EULA and all other Agreements. We also reserve the right at any time to modify or discontinue the Services, temporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services. You acknowledge that we may establish general practices and limits concerning use of the Services. Further, you acknowledge that Code Effects may change subscription fees at any time without notice.

12. Termination

12.1 Without limiting other remedies, Code Effects may immediately issue a warning, suspend (i.e., lock out access and operation of Services for Customer) or restrict either temporarily or indefinitely, or terminate Customer's account and refuse to provide Services to Customer if: (a) Code Effects believes that Customer has violated or acted inconsistently with this Agreement, or any of our policies; or (b) Customer has failed to pay fees or other payments due to Code Effects; or (c) Code Effects is unable to verify or authenticate any information Customer provides to Code Effects; or (d) Code Effects believes that Customer's actions may cause legal liability for Customer, Code Effects' other clients, or Code Effects.

Code Effects may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these terms and conditions may be effected without prior notice, and acknowledge and agree that Code Effects may immediately deactivate, archive or delete your account and all related information and data and/or any further access to such data or the Services. Further, you agree that Code Effects shall not be liable to you or any third-party for any termination of your access to the Services.

Upon termination of this Agreement by either Customer or Code Effects, all of Customer's rights under this Agreement, and Code Effects' provision of Services, will terminate immediately.

12.2 The Sections 5 ("Customer Data"), 7 ("Disclaimer"), 8 ("Indemnity"), 9 ("Limitation Of Liability") and this Section 12 will survive any termination of this Agreement.

13. Privacy Policy

Code Effects believes in protecting your privacy. Please review our current Privacy Policy found elsewhere on our website.