These terms of service (this "Agreement" ) is a binding contract between you ("Customer," "you,"or "your") and CodForm ("we," or "us"). This Agreement governs your access to and use of the products and services provided by CodForm under this Agreement (the“Services”) that are detailed on CodForm's website available at (the“Site”).
This Agreement takes effect when you register for an account ( “Account” ) or by accessing or using the Services. By registering for an Account or by accessing or using the Services you (a) acknowledge that you have read and understand this Agreement; (b) represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind that organization; and (c) accept this Agreement and agree that you are legally bound by its terms.IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
Where we collect personal data, we’ll only process it:
Customer Data. “Customer Data” is information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services (e.g. reviews, mentions and other contributions). You are solely responsible for your Customer Data. You assume all risks associated with use of your Customer Data, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Customer Data that personally identifies you or any third party. You hereby represent and warrant that your Customer Data does not violate our Acceptable Use Policy (defined below). You may not represent or imply to others that your Customer Data is in any way provided, sponsored or endorsed by CodForm. Because you alone are responsible for your Customer Data, you may expose yourself to liability if, for example, your Customer Data violates the Acceptable Use Policy. CodForm is not obligated to backup any Customer Data, and your Customer Data may be deleted at any time without prior notice.
The following terms constitute our “Acceptable Use Policy” :
From time to time during the Term, CodForm may disclose or make available to you information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) rightfully obtained by you on a non-confidential basis from a third party; or (c) independently developed by you. You shall not disclose the Confidential Information to any person or entity, except to your employees, consultants, or contractors who have a need to know the Confidential Information for you to exercise your rights or perform your obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided you shall first gave written notice to CodForm and made a reasonable effort to obtain a protective order; or (ii) to establish your rights under this Agreement, including to make required court filings. Your obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to you and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
Customer shall indemnify, hold harmless, and, at CodForm's option, defend CodForm and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property or data privacy rights; or (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against CodForm unless CodForm consents to such settlement, and further provided that CodForm will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
IN NO EVENT WILL CodForm BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CodForm WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CodForm'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CodForm UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. You may terminate your use of the Services at any time for any reason by sending an email to firstname.lastname@example.org . We may also suspend or terminate your rights to use the Services at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. The termination of this Agreement will not affect your obligation to pay all Fees that may have become due before such termination, or entitle you to any refund. Upon termination, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of Customer Data from our live databases. We will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account or deletion of Customer Data. This Section 10, Sections 3, 4, 8, 9, 12, and 13, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.
You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on https://CodForm.xyz/terms. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.
This Agreement is governed by and construed in accordance with the laws of Singapore without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
email : email@example.com