CODISCAN® WEB SITE, MOBILE APPLICATIONS AND PRODUCTS TERMS AND CONDITIONS OF USE
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEB SITE AND TO THE PRODUCTS. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE. BY USING THIS WEB SITE OR THE PRODUCTS, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, THEN DO NOT USE THIS WEB SITE OR THE PRODUCTS.
Codiscan LLC. ("Codiscan") provides small businesses and organizations with a variety of products and related tools and resources including::
Codiscan Reader (the "Reader Product");
Codiscan Console (the "Console Product"); and
Codiscan Rewards (the "Rewards Product").
In addition to the products described above, Codiscan provides a variety of related offerings and services, including digital media campaigns, social media analytics reporting, search engine optimization and pay-per-click competitive reports. The Reader Product, the Console Product, the Rewards Product, and any related offerings and services are referred to in these Terms and Conditions of Use as the "Products."
Codiscan's Products may not be used for the sending of unsolicited email (sometimes called "spam") or for the readingof illegal or prohibited content. See ourAnti-Spam Policy which is incorporated into these Terms and Conditions of Use by reference.
The following are the terms and conditions of use for access to this web site and use of the Products. By clicking the 'I accept' button on the sign-up page, by logging in to your Codiscan account, by accessing this web site, by downloading the reader or by accessing the Codiscan services via any API interface, you accept these Terms and Conditions of Use.
1. Copyright and Trademark Information
2012 Codiscan, Llc. All Rights Reserved.
This web site, and the information which it contains, is the property of Codiscan and its affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, "Codiscan" and the Codiscan logo are registered trademarks of Codiscan under the applicable laws of the United States and/or other countries. Other Codiscan product or service names or logos appearing in this web site are either trademarks or registered trademarks of Codiscan and/or its affiliates. The absence of a product or service name or logo from this list does not constitute a waiver of Codiscan's trademark or other intellectual property rights concerning that name or logo.
2. Products - Terms and Conditions
If you are accessing or using the Products through a third party service or web site (a "Third Party Service"), you agree and acknowledge that Codiscan is not responsible or liable for any actions of such third party or for any aspect or result of such Third Party Service. You use such Third Party Service at your own risk. You further agree and acknowledge that Codiscan may terminate such Third Party Service's ability to interact with the Products at any time, with or without notice, and in Codiscan's sole discretion, with no liability to you or to the third party.
3. Representations and Acknowledgements
Subject in each case to the terms listed in the remainder of this Agreement, you hereby represent, acknowledge and agree that:
The Console Product will be subject to monthly subscription fees. The Console Product may also be subject to per message and certain overage charges. For more information on fees, see Section 4 below and the Fee Schedule.
The Reader Product will not be subject to monthly subscription fees.
The Rewards Product will be subject to monthly subscription fees. The Rewards Product may also be subject to certain registrant overage charges. For more information on fees, see Section 4 below and the Fee Schedule.
The Products may not be used for the sending of unsolicited email (sometimes called "spam").
The Products may only be used for lawful purposes.
The Products may not be used for reading content, including images and documents, that infringes on the intellectual property rights of others, including copyright, trademark and patent infringement, or that includes any obscene or libelous material or other material that violates any applicable law or regulation.
You agree you will not access or otherwise use third party mailing lists or otherwise prepare or distribute unsolicited email, in connection with the Products.
You agree to openly state the capture of information to clients by using the reader. Mere agreement of a person or entity to participate toread a scan is not consent to receive correspondence from you unrelated to such event. You hereby covenant that you shall not use any other forced scans in connection with your use of the Products.
You acknowledge and agree that not all email messages sent through use of the Products will be received by their intended recipients.
Every email message sent by you in connection with the Products must contain the Codiscan "unsubscribe" link that allows the recipient to remove themselves from your mailing list.
You will comply with the restrictions on content of email messages and activities using the Products as set forth or referenced in this Agreement.
You acknowledge and agree that you are the sole or designated "sender" (as such term is defined in the CAN-SPAM Act of 2003 and any rules adopted under such act) of any email message sent by you using the Products.
You agree that the "from" line of any email message sent by you using the Products will accurately and in a non-deceptive manner identify your organization, your product or your service.
You agree that the "subject" line of any email message sent by you using the Products will not contain any deceptive or misleading content regarding the overall subject matter of the email message.
You agree to include in any email message sent by you using the Products your valid physical address, which may be a valid post office box meeting the registration requirements established by the United States Postal Service.
You agree that in any email message sent by you using the Products you will not include any incentives (e.g., coupons, discounts, awards) that encourage a recipient to forward the email message to another recipient. You agree to use the Rewards Product for this exclusively.
In your use of the Products, you agree to represent you or your organization accurately and will not impersonate any other person, whether actual or fictitious.
You agree to not interfere with or disrupt this web site or any related Codiscan web sites or servers or networks connected to this web site or any related Codiscan web sites.
If you are accessing or using the Products through a Third Party Service, you will abide by this Agreement regardless of anything to the contrary in your agreement with such third party. You shall not use such Third Party Service to avoid the restrictions set forth in this Agreement.
4. Fees and Payment; Fee Schedule;
4.1 Fees for the Console Product.
Customer is responsible for all Subscription Fees, and hereby authorizes Codiscan to obtain payment of all such Subscription Fees in accordance with the Payment Information, as stated on Customer's choice of packages as selected on the Package List Page or My Account page. Customer shall also be responsible for all applicable taxes (withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.) or duties imposed by any government entity or collecting agency EXCEPT those taxes based on Codiscan's net income. In the event Customer fails to satisfy its tax and/or duty obligations herein, Customer shall reimburse Codiscan upon demand for any taxes and/or duties paid on behalf of Customer and shall indemnify and hold Codiscan harmless against any claim and/or liability (including penalties) resulting from Customer's failure to pay such taxes and/or duties.
For purposes of this Agreement, each unique email address registered from a scan will count as one subscriber or contact. In addition, if you have more than 500 subscribers or contacts per location in your account, per subscriber fees may be incurred when the number of scans you receive in a month exceeds the maximum number of subscribers or contacts allowed in your current pricing tier.
You will be required to submit payment monthly in advance for the Console Product (unless you have already provided payment or means of payment, such as credit card information) and may purchase, in advance, a monthly subscription for the Console Product. Access to the Console Product will be disabled until payment is received. Fees will be billed monthly or your pre-paid account will be debited monthly for the Console Product, even if you are not actively using the Console Product. The Console Product may also be subject to per message and certain overage charges.
4.2 Fees for the Reward Product.
For the Reward Product you will be subject to monthly subscription fees in accordance with the Fee Schedule. The fees are based on the number of locationsof your account during the previous month. You will be required to submit payment monthly in advance for the Reward Product (unless you have already provided payment or means of payment, such as credit card information) and may purchase, in advance, a monthly subscription for the Reward Product. Access to the Reward Product will be disabled until payment is received. Fees will be billed monthly or your pre-paid account will be debited monthly for the Reward Product, even if you are not actively using the Reward Product. The Reward Product may also be subject to certain response overage charges. All related points to the Rewards Product are the exclusive responsibility of the participating locations for both frequency of store visits and time in store and deduction of points upon use by consumers.
4.3 Fees for the Reader Product.
The Reader Product is complimentary and associated with the monthly Console Product fee. For those with the personalized Reader option, this reader will remain the same as long as monthly payment fees are met. In the event monthly payment fees are NOT met, the personalized Reader Product function will be removed with no guarantee of recovering it in any way whatsoever.
4.4 Fees for Related Offerings and Professional Services.
If selected by you, you will also be billed for related offerings and services, including social media analytics, search engine optimization, competitive pay-per-click reporting, and market edge reports. In addition, you may also purchase professional services to assist you with your account. Any professional services purchased by you are subject to this Agreement.
4.5 Fee Schedule; Discounts.
You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the fees charged by Codiscan and any applicable discounts. The Fee Schedule, including subscriber or contact levels, survey response levels, event registrant levels, prices and any discounts, is subject to change at any time in Codiscan's sole discretion. Codiscan will use good faith efforts to notify you prior to the effectiveness of any significant change to the Fee Schedule. If you receive special discounts through a marketing partner, those discounts may not be available if you cease to continue to be a customer of the marketing partner, in which case Codiscan's standard rates will apply. Codiscan may rely on information provided by the applicable marketing partner, if any, with respect to the status of your account. Repeated uploading and removing of unique email addresses in an attempt to circumvent Codiscan's Fee Schedule and billing procedures is prohibited.
4.6 Payment; State and Local Sales Tax.
Payment for Products will be made by a valid credit card accepted by Codiscan. Checks will be accepted for prepayments of at least twelve (12) months. Fees are payable in U.S. dollars. If the monthly payment option is selected or if you have previously provided your credit card for payment, you hereby authorize Codiscan to charge your credit card for such amounts on a regular monthly basis beginning at the end of your free trial period if applicable and continuing until such time as your account is terminated. If Codiscan is for any reason unable to effect automatic payment via your credit card, Codiscan will attempt to notify you via email and your Codiscan account will be disabled until payment is received. Amounts paid for the Products, including prepayments, are not refundable. Codiscan is required to collect and remit sales tax from its customers located in state and local jurisdictions where software delivered as a service is taxable and where Codiscan maintains a physical presence. Codiscan determines your local taxing jurisdiction based on the billing address that you list in the "My Account" section of your account.
5.2 Permission Practices.
You agree to import, access or otherwise use only Permission Based Lists in connection with your use of the Products. You hereby covenant that you shall not use any other lists in connection with your use of the Products. If you have used the Codiscan feature that allows you to request a recipient to confirm that you have his or her permission to send emails to him or her, and such recipient has not responded or does not respond affirmatively to such request for confirmation, you agree that you shall not send emails to that recipient. Without limiting the foregoing, you agree that you shall not utilize the Product to send any commercial electronic mail message (as that term is defined in the CAN-SPAM Act of 2003) to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting. You cannot mail to distribution lists, newsgroups, publicly available press or media addresses or spam or unsolicited email addresses. You cannot sell lists from your account database in Codiscan. This restriction also applies to customized templates prepared by Codiscan's professional services group. Emails that you send through the Products may generate spam complaints from recipients. As a matter of privacy, Codiscan cannot share with you the email addresses of those who complain about your emails. You are responsible for ensuring that your emails do not generate a number of spam complaints in excess of industry norms. Codiscan, in its sole discretion, shall determine whether your level of spam complaints is within industry norms, and its determination shall be final, binding and conclusive for all purposes under this Agreement. Codiscan will terminate your use of its Products if Codiscan determines that your level of spam complaints is higher than industry norms (as determined by Codiscan).
For every email message sent in connection with the Products, you acknowledge and agree that Codiscan may add an identifying footer stating "by Codiscan," "Powered by Codiscan" or a similar message.
5.4 Documents and Images.
Documents and images hosted by Codiscan on Codiscan controlled servers may only be used in connection with the Products and for no other purpose whatsoever. To the extent you use Reader provided by Codiscan, Codiscan hereby grants to you a limited, non-exclusive, non-transferable right to use the Reader in an unaltered state solely in connection with your use of the Products.
5.5 Prohibited Content. Codiscan prohibits the use of the Products or web site by any person or entity that:
Provides, sells or offers to sell any of the following products or content (or services related to the same): pornography or illicitly pornographic sexual products, including but not limited to magazines, video and software; escort services; dating services; adult "swinger" promotions; illegal goods; illegal drugs; illegal drug contraband; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons.
Displays or markets material that exploits children, or otherwise exploits children under 18 years of age.
Provides, sells or offers products, services or content frequently associated with unsolicited commercial email, a.k.a. spam, such as online and direct pharmaceutical sales, including but not limited to health and sexual well-being products, work at home businesses, credit or finance management, including but not limited to credit repair and debt relief offerings and stock and trading tips, and mortgage finance offers, DJ/nightclub, event/club promotions/party lists, and odds making and betting/gambling services, including but not limited to poker, casino games, horse and dog racing and college and pro sporting events.
Provides material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content.
Posts or discloses any personally identifying information or private information about children without their consent (or their parents' consent in the case of a minor).
Sells or promotes any products or services that are unlawful in the location at which the content is posted or received.
Introduces viruses, worms, harmful code and/or Trojan horses on the Internet.
Promotes, solicits or participates in pyramid schemes or multi-level channel and/or network marketing (MLM) businesses, including but not limited to personal work-at-home offers promoting "get rich quick", "build your wealth" and "financial independence" offerings.
Engages in any libelous, defamatory, scandalous, threatening, or harassing activity.
Posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence.
Markets to third party voter registration lists.
Provides content, including images, of authors, artists, photographers or others without the express written consent of the content owner.
5.6 Right to Disable Access or Remove Content.
Codiscan, at its own discretion, may immediately disable your access to the Products or remove all or a portion of your content, without refund, if Codiscan believes in its sole discretion that you have violated any of the policies listed above or this Agreement.
6. Codiscan Community
You agree that you are responsible for your own use of the Codiscan Community, for any posts you make, and for any consequences thereof. You agree that you will use the Codiscan Community in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence and all United States export control laws. You agree to abide by the Codiscan Community Terms and Conditions of Use and the rules and restrictions therein. The Codiscan Community Terms and Conditions of Use are incorporated by reference into this Agreement. Codiscan may, in its sole discretion, modify or revise the Codiscan Community Terms and Conditions of Use at any time, and you agree to be bound by such modifications or revisions. Violation of any of the foregoing, including the Codiscan Community Terms and Conditions of Use may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. Codiscan reserves the right, but shall have no obligation, to investigate your use of the Codiscan Community in order to (a) determine whether a violation of the Agreement has occurred or (b) comply with any applicable law, regulation, legal process or governmental request. Much of the content of the Codiscan Community, including, without limitation, the contents of specific postings, profiles, blogs, images, audio files, and videos, is provided by and is the sole responsibility of the person or people who made such postings. Codiscan does not regularly monitor the content of the Codiscan Community, so please review the Codiscan Community Terms and Conditions of Use for acceptable behavior in the Codiscan Community. The Codiscan Community is intended to provide Codiscan customers with the opportunity to exchange useful information. Codiscan does not edit any postings, and does not pre-screen or review every posting. You agree that Codiscan is not responsible for the content of any postings in the Codiscan Community and has no duty to correct any erroneous statements on any part of the Codiscan Community.
7. Codiscan Experts Program
You agree that you are responsible for your own use of the Codiscan Experts Program and you agree to abide by the Codiscan Presenter User Agreement and the rules and restrictions therein. Codiscan may, in its sole discretion, modify or revise the agreement at any time, and you agree to be bound by such modifications or revisions. Violation of any of the foregoing, including the Codiscan Trained Presenter User Agreement may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. Codiscan reserves the right, but shall have no obligation, to investigate your use of Codiscan Experts Program in order to (a) determine whether a violation of the Agreement has occurred or (b) comply with any applicable law, regulation, legal process or governmental request.
8. Codiscan Marketplace
You agree that you are responsible for your own use of the Codiscan Marketplace, for any posts you make, and for any consequences thereof. You agree that you will use the Codiscan Marketplace in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence and all United States export control laws. You agree to abide by the Codiscan Marketplace Terms and Conditions of Use and the rules and restrictions therein. The Codiscan Marketplace Terms and Conditions of Use are incorporated by reference into this Agreement. Codiscan may, in its sole discretion, modify or revise the Codiscan Marketplace Terms and Conditions of Use at any time, and you agree to be bound by such modifications or revisions. Violation of any of the foregoing, including the Codiscan Marketplace Terms and Conditions of Use, may result in immediate termination of this Agreement and may subject you to state and federal penalties and other legal consequences. Codiscan reserves the right, but shall have no obligation, to investigate your use of the Codiscan Marketplace in order to (a) determine whether a violation of the Agreement has occurred or (b) comply with any applicable law, regulation, legal process or governmental request. Many of the products and services being promoted via the Codiscan Marketplace are offered by and are the sole responsibility of the person, people, organization or entity that made such postings. Codiscan does not regularly monitor the content or offerings posted and/or marketed through the Codiscan Marketplace, so please review the Codiscan Marketplace Terms and Conditions of Use for acceptable promotional practices and behavior in the Codiscan Marketplace. The Codiscan Marketplace is intended to provide Codiscan customers with the opportunity to become aware of and review products and services that such customers may find helpful. Codiscan does not edit any third party postings or pre-screen or review every posting or every product and service. You agree that Codiscan does not endorse any products or services, and Codiscan is not responsible for (i) the content of any postings in the Codiscan Marketplace, (ii) any third party products and services marketed or made available through the Codiscan Marketplace, and (iii) any purchase or other transaction resulting from or associated with your use of the Codiscan Marketplace. Codiscan has no duty to correct any false, misleading or erroneous statements or content of any third party on any part of the Codiscan Marketplace. Codiscan has no obligation to maintain or continue operation of the Codiscan Marketplace, and Codiscan may cease operation of, or modify, all or any portion of the Codiscan Marketplace at any time in Codiscan's sole discretion.
9. Restrictions and Responsibilities
9.1 No Rights in Software.
This is an Agreement for services and access to this web site, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Products or any software, documentation, or data related to the Products ("Software"); remove any proprietary notices or labels from the Products or any Software, modify, translate, or create derivative works based on the Products or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Products or any Software.
Unless you are an authorized reseller of the Products, you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Products or the Software, or any content, including but not limited to newsletters, distributed to you by Codiscan in connection with the Products. Violation of these restrictions may result in the termination of this Agreement.
9.2 Permitted Use of the Products. The Products shall be used for your internal business (which includes civic or charitable) purposes only, and you shall not use the Products or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party. If you are using the Products in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software or Products, then you hereby covenant that, prior to engaging in such activities, you will first request that Codiscan perform such work at its standard professional services rates. Codiscan can then decide either: (i) to perform the work in order to achieve such interoperability and charge its then standard rates for such work to you; or (ii) to permit you to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability or (iii) provide you with the information that you need regarding the Software for the purpose for which applicable law permits you to engage in such activities despite a contractual prohibition on such activities.
9.3 Compliance with Laws; Monitoring.
You shall use the Products only in compliance with this Agreement, the federal CAN-SPAM Act of 2003 and regulations thereunder and all other applicable U.S., state, local and international laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws). Although Codiscan has no obligation to monitor the content provided by you or your use of the Products, Codiscan may do so and may block any email messages, remove any such content, including surveys or event registrations, or prohibit any use of the Products that Codiscan believes may be (or is alleged to be) in violation of the foregoing.
9.4 Your Information.
In using the varied features of the Products, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to Codiscan. Codiscan may use this information and any technical information about your use of the Products to tailor its presentations to you, facilitate your movement through the Product, or communicate separately with you. If you accessed the Products as a result of solicitation by a marketing partner of Codiscan, Codiscan may share your information with the marketing partner and the marketing partner may share related information with Codiscan. Except as described above. Codiscan will not provide your information, including your contact and account information, to third parties who you have not authorized to receive such information, except (i) as required by law or court order, including without limitation judicial process and law enforcement, or in the good-faith belief that such action is necessary to comply with law or a court order or (ii) if your Codiscan account was terminated due to unsolicited commercial email being sent from your Codiscan account. Codiscan will never sell or rent your contact lists to anyone without your permission, and will never utilize your subscriber or contact list for internal marketing or promotional purposes or for any purpose other than providing the service. Codiscan acknowledges your ownership right in your contact lists. In the event Codiscan amends or revises the policy described in the immediately preceding sentence, it will provide advance notice of such amendment or revision.
9.5 Intellectual Property Matters.
You agree that you will not upload or transmit any contact lists, communications or content of any type to this web site or in connection with the Products that infringe, misappropriate or violate any rights of any party. By submitting ideas, concepts, inventions, or content to this web site or using them in connection with the Products, you agree that such submission is non-confidential for all purposes. If you make any such submission, you agree that you will not send or transmit to Codiscan or to any third party using the Products, any communication or content that infringes or violates any rights of any party. If you submit any business information, ideas, concepts or inventions or content to Codiscan by email, you agree such submission is non-confidential for all purposes. If you make any submission to this web site or if you submit any business information, idea, concept, invention or content to Codiscan by email or use any business information, idea, concept, invention or content in connection with the Products, you automatically grant, or warrant that the owner of such content or intellectual property has expressly granted Codiscan a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such content in any manner. The foregoing license grant shall not apply to your contact lists and the content you deliver to or through the Products ("Customer Information") and you hereby separately grant to Codiscan a revocable, non-exclusive, royalty-free, worldwide license, with the right to sublicense, to use, reproduce, publish, distribute, perform, and display the Customer Information only as required by Codiscan to offer and operate the Products and related services, including available offerings from third parties.
You may terminate this Agreement at any time by calling Codiscan Customer Support. There are no refunds for any fees paid. YOU ARE RESPONSIBLE FOR TERMINATING YOUR ACCOUNT AND THIS AGREEMENT AND CODISCAN IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT AND ANY CREDIT CARD CHARGES AND FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT.
Codiscan may terminate this Agreement or the Products, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice. Codiscan shall have no liability to you or any third party because of such termination or action.
Codiscan may delete any of your archived data within 30 days after the date of termination. After termination, you shall process all unsubscribe requests within 30 days of your last email campaign. Codiscan will provide upon request the list of unsubscribe requests from your account. Under the CAN-SPAM Act of 2003, you acknowledge that you are responsible for maintaining and honoring the list of unsubscribe requests following termination of your account and this Agreement.
All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.
If your account is classified (at Codiscan's sole discretion) as inactive for over 120 days, Codiscan has the right to permanently delete your subscriber data. Codiscan will use good faith efforts to contact you via email prior to taking any permanent removal actions.
You hereby agree to defend, indemnify and hold harmless Codiscan and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any messages you distribute or events you host using the Products or (iii) arises from your activities or postings on the Codiscan Community, (iv) arises from your activities related to Codiscan University, (v) otherwise arises from or relates to your use of the Products. In addition, you acknowledge and agree that Codiscan has the right to seek damages when you use the Products for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In addition, In the event that Codiscan is required to respond to a third party or law enforcement subpoena that is related to your use of the Products, Codiscan may in its sole discretion require you to reimburse Codiscan for its reasonable expenses associated with complying with such subpoena.
12. Warranty Disclaimer; Remedies
USE OF THE PRODUCTS AND ANY RELIANCE BY YOU UPON THE PRODUCTS, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. CODISCAN DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS. THE PRODUCTS ARE PROVIDED "AS IS" AND CODISCAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Your sole and exclusive remedy for any failure or nonperformance of the Products shall be for Codiscan to use commercially reasonable efforts to adjust or repair the Products.
13. Limitation of Liability
PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "CODISCAN") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF CODISCAN SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, CODISCAN IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF CODISCAN TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PRODUCTS IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY CODISCAN TO YOU IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
14. Restricted Persons; Export of Products or Technical Data
You hereby warrant that you are not a Restricted Person. For purposes of this Agreement, you are a Restricted Person if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Products is
a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department.
designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department.
listed on the Denied Persons List or Entity List by the U.S. Commerce Department.
engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or
owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify Codiscan within twenty-four (24) hours, and Codiscan shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to Codiscan.
You agree that you shall not utilize the Products to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Products, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
15. Third-Party Web Sites and Services
16. Monitoring Communications
You understand, agree and acknowledge that Codiscan may in its discretion, but is not obligated to, monitor or record any of your telephone conversations with Codiscan for quality control purposes, for purposes of training its employees and for its own protection. You acknowledge and understand that not all telephone lines or calls are recorded by Codiscan, and Codiscan does not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved.
17. No Implied Endorsements
In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Codiscan of that third party or of any product or service provided by a third party.
18. Notice and Take Down Procedures; Copyright Agent
If you believe any materials accessible on or from this web site or the Products infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from this web site or the Products by contacting Codiscan's copyright agent (identified below) and providing the following information:
Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
Your name, address, telephone number and (if available) email address.
A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
A signature or the electronic equivalent from the copyright holder or authorized representative.
You may contact the CodiscanComplice Office for copyright issues relating to this web site and the products is as follows:
726 West 41 Street, Floor 2
Miami Beach, Florida33140
Phone: (305) 403-0634
In an effort to protect the rights of copyright owners, Codiscan maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of this web site who are repeat infringers.
20. Username and Password
You are responsible for maintaining the security of your account, passwords, and files. Codiscan will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password or provides other appropriate account identifying information as determined by Codiscan in its discretion, by email or by phone, or through a Third Party Service, if any, through which you access the Products. Codiscan has no knowledge of your organizational structure, if you are registering for the Products as an entity, or your personal relationships, if you are a person. Codiscan shall not be responsible for the actions of any individuals who misuse or misappropriate your contact lists or other assets using your username and password or other appropriate account identifying information
22.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
22.2 Codiscan and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
22.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Codiscan in any respect whatsoever.
22.4 4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
22.5 The Agreement shall be governed by the laws of the state of Florida, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Miami, Florida.
If you have any questions about the rights and restrictions above, please contact Codiscan by email at firstname.lastname@example.org
Copyright 2012, Codiscan, LLc. All Rights Reserved.