Codidact Public Beta - TERMS OF SERVICE

1. Acceptance of Terms

Welcome to the Codidact Public Beta

The following Terms of Service (“TOS”) are between you and Codidact and constitute a legal agreement that governs your use of the Codidact Public Beta service and website (collectively referred to as the “Service”). You must agree to these TOS before you can use the Service. You can agree to these TOS by: a) signing up for a Codidact account, and b) actually using the Service. If you do not agree to any of the following terms, please do not use the Service. You should print or otherwise save a copy of these TOS for your records.

Legal Authority

To use and/or register for the Service you must be: a) of legal age to form a binding contract with Codidact, and b) cannot be a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction, including the country in which you reside or from where you use the Service. By accepting these TOS you represent that you understand and agree to the foregoing.

Changes to this Agreement

Codidact may update or change these TOS from time to time and recommends that you review the TOS on a regular basis. You understand and agree that your continued use of the Service after the TOS has changed constitutes your acceptance of the TOS as revised.

2. Description of the Service

Public Beta

You understand and acknowledge that the Service is being provided as a “Public Beta”, and is made available on an “AS IS” and “AS AVAILABLE” basis for the purpose of providing Codidact with feedback on the quality and usability of the Service. The Service may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto. Codidact strongly encourages you to back-up all data and information on your device and any peripherals prior to using the Service. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, Codidact is not obligated to provide any maintenance, technical or other support for the Service.

Changing the Service

Codidact reserves the right to modify, suspend or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, Codidact may provide notice of any such changes to the Service by posting them on its websites and/or via the Service. You agree that Codidact shall not be liable to you or any third party for any modification or cessation of the Service. You acknowledge that Codidact has no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future; and in addition, Codidact may at any time, upon prior notice as required by applicable law, institute charges or fees for the Service.

Feedback

As part of using the Service, Codidact will provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Service. You agree that in the absence of a separate written agreement to the contrary, Codidact will be free to use any feedback you provide for any purpose. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information that you provide to Codidact ("Submissions"), are non-confidential and non-proprietary. Codidact will be entitled to the unrestricted use of any such Submission for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Limitations on Use

Codidact may impose certain limitations on the use of the Service, including, but not limited to, allocating certain levels of storage capacity to your Codidact account, restricting the number of Codidact accounts you may register, imposing expiration dates on published documents and removing expired documents from the Service. You agree to use the Service only for purposes as permitted by these TOS and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. Codidact reserves the right to modify or impose any limitations on the use of the Service at any time, with or without notice to you.

Codidact Account

To sign-in and activate the Service, you must create a new Codidact account. You are responsible for all activity that takes place on your account. Please choose a strong password for your account and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your account.

You represent and warrant that you (a) are not under the age of 18, or, if you are under the age of 18, you have parental consent; (b) have not previously been suspended or removed from Codidact; (c) are not a direct competitor of Codidact; (d) that you have full power and authority to enter into this Agreement, and, in doing so, will not violate any other agreement to which you are a party.

If you are required to register as a sex offender in any jurisdiction, you may not use the Codidact Service.

When you register for and use the Codidact Service, you and the students supervised by you, if any, will be asked to provide information about yourself ("User Data"). Your User Data must be kept accurate and current at all times.

You are solely responsible for maintaining the security of your account. This means, for example, that you may not share your password or let anyone else access your account. If you have reason to believe that your account is no longer secure, please let us know immediately.

If you provide untrue, inaccurate, or incomplete information, or Codidact has reasonable grounds to suspect that your information is untrue, inaccurate, or incomplete, Codidact has the right to suspend or terminate your account and refuse use of the Service.

No Resale of Service

You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.

3. Codidact Privacy Policy

You understand that by using the Service, you consent and agree to the collection and use of certain information about you and your use of the Service in accordance with Codidact's Privacy Policy. Information collected when you use the Service may include technical or diagnostic information related to your use that may be used by Codidact to maintain, improve and enhance the Service. For more information please read our full privacy policy at http://www.codidact.com/answers/1/privacy_policy. You further understand and agree that this information may be transferred to the United States and/or other countries for storage, processing and use by Codidact and/or its affiliates.

4. Content and Your Conduct

Content

"Content" means any information that may be generated or encountered through use of the Service, such as data files, written text, software, music, graphics, photographs, images, sounds, videos, messages and any other like materials. You understand that all Content whether publicly posted or privately transmitted on the Service is the sole responsibility of the person from whom such Content originated. This means that you, and not Codidact, are solely responsible for any Content you upload, download, post, email, transmit, store or otherwise make available through your use of the Service. You understand that by using the Service you may encounter Content that you may find offensive, indecent, or objectionable, and that you may expose others to Content that they may find objectionable. Codidact does not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk.

Your Conduct

You agree that you will NOT use the Service to:

  1. upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;
  2. stalk, harass, threaten or harm another;
  3. pretend to be anyone, or any entity, you are not — you may not impersonate or misrepresent yourself as another person (including celebrities), entity, another Codidact subscriber, a Codidact employee, or a civic or government leader, or otherwise misrepresent your affiliation with a person or entity, (Codidact reserves the right to reject or block any user account which could be deemed to be an impersonation or misrepresentation of your identity, or a misappropriation of another person's name or identity);
  4. engage in any copyright infringement or other intellectual property infringement, or disclose any trade secret or confidential information in violation of a confidentiality,employment, or nondisclosure agreement;
  5. post, send, transmit or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements;
  6. forge any TCP-IP packet header or any part of the header information in an email or a posting, or otherwise putting information in a header designed to mislead recipients as to the origin of any Content transmitted through the Service (“spoofing");
  7. upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm,interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware;
  8. interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of data or traffic thereon);
  9. plan or engage in any illegal activity; and/or
  10. gather and store personal information on any other users of the Service to be used in connection with any of the foregoing prohibited activities.

    11. Removal of Content

  11. You acknowledge that Codidact is not responsible or liable in any way for any Content provided by others and has no duty to pre-screen such Content. However, Codidact reserves the right at all times to determine whether Content is appropriate and in compliance with these TOS, and may pre-screen, move, refuse, modify and/or remove Content at any time, without prior notice and in its sole discretion, if such Content is found to be in violation of these TOS or is otherwise objectionable.

Backup Your Content

You are responsible for backing up, to your own computer or other device, any important documents, images or other Content that you store or access via the Service. Codidact does not guarantee or warrant that any Content you may store or access through the Service will not be subject to inadvertent damage, corruption or loss.

Access to Your Account and Content

You acknowledge and agree that Codidact may access, use, preserve and/or disclose your account information and Content if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these TOS, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Codidact, its users or the public as required or pemitted by law.

Copyright Notice - DMCA

If you believe that any Content in which you claim copyright has been infringed by anyone using the Service, please contact Codidact. Codidact may, in its sole discretion, suspend and/or terminate accounts of users that are found to be repeat infringers.

5. Content Submitted or Made Available by You on the Service

License from You

Except for material we may license to you, Codidact does not claim ownership of the materials and/or Content you submit or make available on the Service. However, by submitting or posting such Content on areas of the Service that are accessible by the public, you grant Codidact a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available. Said license will terminate within a commercially reasonable time after you or Codidact remove such Content from the public area. By submitting or posting such Content on areas of the Service that are accessible by the public, you are representing that you are the owner of such material and/or have authorization to distribute it.

Changes to Content

You understand that in order to provide the Service and make your Content available thereon, Codidact may transmit your Content across various public networks, in various media, and modify or change your Content to comply with technical requirements of connecting networks or devices. You agree that the license herein permits Codidact to take any such actions.

6. Trademark Information

Codidact, the Codidact logo, and other Codidact trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Codidact in the US and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.

7. Software

Codidact’s Proprietary Rights

You acknowledge and agree that Codidact and/or its licensors own all legal right, title and interest in and to the Service, and any software provided to you as a part of and/or in connection with the Service (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including the Software, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws.

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

You agree not to access the Service by any means other than through the user interface that is provided by Codidact for use in accessing the Service.

License From Codidact

Codidact grants you a personal, non-exclusive, non-transferable, limited license to use the Software as provided to you by Codidact as a part of the Service and in accordance with these TOS; provided that you do not (and do not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Software.

Export

You agree to abide by U.S. and other applicable export control laws and not to transfer from the U.S., by electronic transmission or otherwise, any Content or Software subject to restrictions under such laws to a destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to your account any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of this TOS.

8. Termination

Termination by You

You may terminate your account and/or stop using the Service at any time.

Termination by Codidact

Codidact may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the TOS or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) unexpected technical or security issues or problems; or (g) your participation in fraudulent or illegal activitiesAny such termination or suspension shall be made by Codidact in its sole discretion, and Codidact will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

Effects of Termination

Upon termination of your account you lose all access to the Service and any portions thereof, including, but not limited to, your Codidact account and any content published thereunder.

9. Links and Third Party Materials

Certain Content, components or features of the Service may include materials from third parties and/or hyperlinks to other web sites, resources or Content. Because Codidact may have no control over such third party sites and/or materials, you acknowledge and agree that Codidact is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any Content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that Codidact shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Content, advertising, products or materials on or available from such sites or resources.

10. Disclaimer of Warranties

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CODIDACT AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, CODIDACT AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICE IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CODIDACT OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

11. Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CODIDACT AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF CODIDACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (IV) ANY OTHER MATTER RELATING TO THE SERVICE.

12. Indemnity

You agree to defend, indemnify and hold Codidact, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of these TOS; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these TOS and/or your use of the Service.

Notify Us of Acts Contrary to the Terms

If you believe that you are entitled or obligated to act contrary to the TOS under any mandatory laws, you agree to provide us with a detailed, 30-day prior written notice before you act contrary to the Terms, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation.

13. Notices

Codidact may provide you with notices regarding the Service, including changes to these TOS, by email, regular mail, or by postings on its website and/or the Service.

14. Governing Law

Any litigation or other dispute resolution between you and Codidact arising out of or relating to these TOS or your use of the Service will take place in the Northern District of California, and you and Codidact hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect to any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, except that body of California law concerning conflicts of law. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

15. General

These TOS constitute the entire agreement between you and Codidact and govern your use of the Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these TOS is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of Codidact to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these TOS, there shall be no third-party beneficiaries to this agreement. Any translation of these TOS is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these TOS shall govern. You agree that any claim or cause of action arising out of or related to these TOS or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred.

The section titles in the Terms are for convenience only and have no legal or contractual effect.

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