ACCEPTANCE OF TERMS
These Terms and Conditions (the “Terms”) govern the relationship
between you and Ucode Limited, a legal entity incorporated under the
laws of the Republic of Cyprus, having its registered office at
Florinis 7, Greg Tower, 2nd Floor, 1065, Nicosia, Cyprus ("we" "us"
"our" or the "Company") regarding your use of the Company’s website
and other services (the “Website” or the “Service”), including all
textual, graphic, video, music, software and other content available
through the Service (the “Content”).
Your access and use of the Service constitutes your agreement to be
bound by these Terms, which establish a legally binding contractual
relationship between you and the Company. For this reason, PLEASE
READ THE TERMS CAREFULLY BEFORE USING THE SERVICE.
Please review also our
policies or documents that may be posted on the Service from time to
time are hereby expressly incorporated herein by reference. We
reserve the right, in our sole discretion, to make changes or
modifications to these Terms at any time and for any reason.
Any translation from English version is provided for your
convenience only. In the event of any difference in meaning or
interpretation between the English language version of these Terms
https://codefinity.com/terms-and-conditions/, and any translation, the English language version will prevail.
The original English text shall be the sole legally binding version.
Unless otherwise expressly provided herein, we will alert you about
any changes by updating the "Last updated" date of these Terms and
you waive any right to receive specific notice of each such change.
THESE TERMS CONTAIN IMPORTANT DISCLAIMERS (SECTION 2), DISCLAIMERS
OF WARRANTIES (SECTION 8), LIMITATION OF LIABILITY (SECTION 9), AS
WELL AS PROVISIONS THAT WAIVE YOUR RIGHT TO A JURY TRIAL, RIGHT TO A
COURT HEARING AND RIGHT TO PARTICIPATE IN A CLASS ACTION
(ARBITRATION AND CLASS ACTION WAIVER). UNLESS YOU OPT OUT WITHIN 30
DAYS OF FIRST USE OF OUR SERVICE AS PROVIDED FOR IN SECTION 12,
ARBITRATION IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES AND IS
MANDATORY EXCEPT AS SPECIFIED BELOW IN SECTION 12.
IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, OR IF YOU ARE NOT
ELIGIBLE OR AUTHORIZED TO BE BOUND BY THESE TERMS, THEN DO NOT
ACCESS OR USE THE WEBSITE AND THE SERVICE.
WE MAKE NO GUARANTEES THAT (I) THE SERVICE WILL MEET YOUR
REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM
THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE
QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
EXPECTATIONS OR WILL PROVIDE ANY BENEFIT.
In order to use certain features of the Service, you may need to
register an account ("Account") and provide certain information
about yourself as prompted by the registration form.
If you register an Account, you represent and warrant to the Company
that: (i) all required registration information you submit is
truthful and accurate; (ii) you will maintain the accuracy of such
information; and (iii) your use of the Service does not violate any
applicable law or regulation or these Terms. Otherwise, the Service
may not operate correctly, and we may not be able to contact you
with important notices.
The Service is not intended to be used by individuals under age of
16. You hereby represent and warrant to the Company that you meet
the foregoing qualification. All users who are minors in the
jurisdiction in which they reside (generally under the age of 18)
must have the permission of, and be directly supervised by, their
parent or guardian to use the Service. If you are a minor, you must
have your parent or guardian read and agree to these Terms prior to
you using the Service.
The Company reserves the right to suspend or terminate your Account,
or your access to the Service, with or without notice to you, in the
event that you breach these Terms.
You are responsible for maintaining the confidentiality of your
Account login information and are fully responsible for all
activities that occur under your Account. You agree to immediately
notify the Company of any unauthorized use, or suspected
unauthorized use of your Account or any other breach of security.
The Company cannot and will not be liable for any loss or damage
arising from your failure to comply with the above requirements.
If you use the Service, you represent and warrant to the Company
that: (i) all required information you submit is truthful and
accurate; (ii) your use of the Service does not violate any
applicable law or regulation or these Terms.
The Company reserves the right to suspend or terminate your use of
Service, or your access to the Service, with or without notice to
you, in the event that you breach these Terms.
The Service may be modified, updated, interrupted or suspended at
any time without notice to you or our liability.
You are solely responsible for obtaining the equipment and
telecommunication services necessary to access the Service, and all
fees associated therewith (such as computing devices and Internet
service provider and airtime charges).
We retain the right to implement any changes to the Service (whether
to free or paid features) at any time, with or without notice. You
acknowledge that a variety of Company's actions may impair or
prevent you from accessing the Service at certain times and/or in
the same way, for limited periods or permanently, and agree that the
Company has no responsibility or liability as a result of any such
actions or results, including, without limitation, for the deletion
of, or failure to make available to you, any content or services.
Your access to and use of the Service is at your own risk. To the
extent permitted by law, еhe Company will have no responsibility for
any harm to your computing system, loss of data, or other harm to
you or any third party, including, without limitation, any bodily
harm, that results from your access to or use of the Service, or
reliance on any information or advice.
The Company has no obligation to provide you with customer support
of any kind. However, the Company may provide you with customer
support from time to time, at the Company's sole discretion.
THIRD PARTY ADS, INTELLECTUAL PROPERTY, USER CONTENT
The Service may contain links to third party websites or resources
and advertisements for third parties (collectively, "Third-Party
Ads"). Such Third-Party Ads are not under the control of the Company
and the Company is not responsible for any Third-Party Ads. The
Company provides these Third-Party Ads only as a convenience and
does not review, approve, monitor, endorse, warrant, or make any
representations with respect to Third-Party Ads. Advertisements and
other information provided by Third-Party Sites Ads may not be
wholly accurate. You acknowledge sole responsibility for and assume
all risk arising from your use of any such websites or resources.
When you link to a third-party site, the applicable service
provider's terms and policies, including privacy and data gathering
practices govern. You should make whatever investigation you feel
necessary or appropriate before proceeding with any transaction with
any third party. Your transactions and other dealings with
Third-Party Ads that are found on or through the Service, including
payment and delivery of related goods or services, are solely
between you and such merchant or advertiser.
You hereby release us, our officers, employees, agents and
successors from claims, demands any and all losses, damages, rights,
claims, and actions of any kind including personal injuries, death,
and property damage, that is either directly or indirectly related
to or arises from any interactions with or conduct of any users of
the Service, or any Third-Party Ads.
Subject to these Terms, the Company grants you a non-transferable,
non-exclusive, revocable license (without the right to sublicense)
to use the Service solely for your personal, non-commercial
You agree, represent and warrant, that your use of the Service, or
any portion thereof, will be consistent with the foregoing license,
covenants and restrictions and will neither infringe nor violate the
rights of any other party or breach any contract or legal duty to
any other parties. In addition, you agree that you will comply with
all applicable laws, regulations and ordinances relating to the
Service or your use of it, and you will be solely responsible for
your own individual violations of any such laws.
You acknowledge that all the text, images, marks, logos,
compilations (meaning the collection, arrangement and assembly of
information), data, other content, software and materials displayed
on the Service or used by the Company to operate the Service
(including the Content and excluding any User Content (as defined
below)) is proprietary to us or to the third parties.
The Company expressly reserves all rights, including all
intellectual property rights, in all of the foregoing, and except as
expressly permitted by these Terms, any use, redistribution, sale,
decompilation, reverse engineering, disassembly, translation or
other exploitation of them is strictly prohibited. The provision of
the Service does not transfer to you or any third party any rights,
title or interest in or to such intellectual property rights.
The information you submit to us and any data, text, feedback,
testimonials and other material that you may submit to the Service
("User Content") remain your intellectual property, and the Company
does not claim any ownership of the copyright or other proprietary
rights in such registration information and the User Content.
Notwithstanding the foregoing, you agree that the Company may retain
copies of the User Content and use it as reasonably necessary for or
incidental to its operation of the Service and as described in these
Terms and the
You agree that the Company will be entitled to publish your feedback
and testimonials along with your first name or username on the
Service in accordance with the license stipulated below in clause
You grant the Company the non-exclusive, worldwide, transferable,
perpetual, irrevocable right to publish, distribute, publicly
display and perform the User Content in connection with the Service.
Each user of the Service is solely responsible for any and all his
or her User Content. Because we do not control the User Content, you
acknowledge and agree that we are not responsible for any User
Content and we make no guarantees regarding the accuracy, currency,
suitability, or quality of any User Content, and we assume no
responsibility for any User Content. Your interactions with other
Service users are solely between you and such user. You agree that
the Company will not be responsible for any loss or damage incurred
as the result of any such interactions. If there is a dispute
between you and any Service user, we are under no obligation to
PAYMENTS AND REFUNDS
Сertain features of the Service may be offered for a fee. You can
make a purchase directly through us (the “Purchase”).
To the maximum extent permitted by applicable laws, we may change
the Purchase fee at any time. We will give you reasonable notice of
any such pricing changes by posting the new prices on or through the
Service and/or by sending you an email notification.
You authorize us to charge the applicable fees to the payment method
that you submit.
Our Service may offer subscriptions that automatically renew. Unless
you cancel your subscription before the end of the subscription
period, you authorize us to charge you for the renewal term. The
terms of autorenewal and cancellation procedure will be disclosed to
you on the Service.
Our Service may offer trial subscriptions that provide access to the
Service for a limited period of time and auto renew unless you
cancel before the end of the trial period. The terms of the
autorenewal and cancellation procedure will be disclosed to you on
We reserve the right, in our absolute discretion, to modify or
terminate any trial offer, your access to the Service during the
trial, or any of these terms without notice and with no liability.
We reserve the right to limit your ability to take advantage of
To the extent permitted by applicable law, Purchases are
non-refundable and/or non-exchangeable, unless otherwise is stated
herein or is required by applicable law.
Note for the EU residents:
If you are an EU user, you have the right to withdraw from service
agreement and agreement for digital goods without charge and without
giving any reason within fourteen (14) days from the date of such
agreement conclusion. The withdrawal right does not apply if the
performance of the agreement has begun with your prior express consent
and your acknowledgment that you thereby lose your right of
YOU HEREBY EXPRESSLY CONSENT TO THE IMMEDIATE PERFORMANCE OF THE
AGREEMENT AND ACKNOWLEDGE THAT YOU WILL LOSE YOUR RIGHT OF WITHDRAWAL
FROM THE AGREEMENT ONCE OUR SERVERS VALIDATE YOUR PURCHASE AND THE
APPLICABLE PURCHASE IS SUCCESSFULLY DELIVERED TO YOU. Therefore,
unless the Service is defective, you will not be eligible to a refund
in relation to digital goods, and will only be eligible to a
proportional refund in relation to digital service.
USER REPRESENTATIONS AND RESTRICTIONS
By using the Service, you represent and warrant that:
you have the legal capacity and you agree to comply with these
- you are not under the age of 16;
you will not access the Service through automated or non-human
means, whether through a bot, script or otherwise;
you will not use the Service for any illegal or unauthorized
you are not located in a country that is subject to a U.S.
government embargo, or that has been designated by the U.S.
government as a "terrorist supporting" country;
you are not listed on any U.S. government list of prohibited or
restricted parties; and
your use of the Service will not violate any applicable law or
If you provide any information that is untrue, inaccurate, not
current, or incomplete, we have the right to refuse any and all
current or future use of the Service (or any portion thereof).
You may not access or use the Service for any purpose other than
that for which we make the Service available. The Service may not be
used in connection with any commercial endeavors except those that
are specifically endorsed or approved by us.
As a user of the Service, you agree not to:
systematically retrieve data or other content from the Service
to create or compile, directly or indirectly, a collection,
compilation, database, or directory without written permission
- make any unauthorized use of the Service;
make any modification, adaptation, improvement, enhancement,
translation, or derivative work from the Service;
use the Service for any revenue generating endeavor, commercial
enterprise, or other purpose for which it is not designed or
make the Service available over a network or other environment
permitting access or use by multiple devices or users at the
use the Service for creating a product, service, or software
that is, directly or indirectly, competitive with or in any way
a substitute for the Service;
use any proprietary information or any of our interfaces or our
other intellectual property in the design, development,
manufacture, licensing, or distribution of any applications,
accessories, or devices for use with the Service;
circumvent, disable, or otherwise interfere with
security-related features of the Service;
engage in unauthorized framing of or linking to the Service;
interfere with, disrupt, or create an undue burden on the
Service or the networks or services connected to the Service;
decipher, decompile, disassemble, or reverse engineer any of the
software comprising or in any way making up a part of the
attempt to bypass any measures of the Service designed to
prevent or restrict access to the Service, or any portion of the
upload or distribute in any way files that contain viruses,
worms, trojans, corrupted files, or any other similar software
or programs that may damage the operation of another's computer;
use, launch, develop, or distribute any automated system,
including without limitation, any spider, robot, cheat utility,
scraper, or offline reader that accesses the Service, or using
or launching any unauthorized script or other software;
use the Service to send automated queries to any website or to
send any unsolicited commercial e-mail;
disparage, tarnish, or otherwise harm, in our opinion, us and/or
use the Service in a manner inconsistent with any applicable
laws or regulations; or
- otherwise infringe these Terms.
DISCLAIMER OF WARRANTIES
THE WEBSITE, CONTENT AND OTHER ASPECTS OF THE SERVICE ARE PROVIDED "AS
IS" AND "AS AVAILABLE". THE WEBSITE, CONTENT AND OTHER ASPECTS OF THE
SERVICE ARE PROVIDED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY
ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE
EXPRESSLY DISCLAIMED. THE COMPANY AND ITS AFFILIATES, LICENSORS AND
SUPPLIERS DO NOT WARRANT THAT: (I) THE SERVICE, CONTENT OR OTHER
INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (II) THE
SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE;
(III) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (IV) THE SERVICE WILL
BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) ANY RESULT OR
OUTCOME CAN BE ACHIEVED.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE (AND OUR AFFILIATES) BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM
THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE
(INCLUDING THE WEBSITE OR CONTENT), OR THIRD-PARTY ADS, EVEN IF WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND
USE OF, THE SERVICE (INCLUDING THE WEBSITE, CONTENT AND USER
CONTENT), AND THIRD-PARTY ADS ARE AT YOUR OWN DISCRETION AND RISK,
AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTING
SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU AGREE
THAT THE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY AND ALL
CLAIMS ARISING FROM THE USE OF THE WEBSITE, CONTENT OR SERVICE IS
LIMITED TO THE AMOUNTS YOU HAVE PAID TO THE COMPANY FOR THE SERVICE.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS
OF THE BASIS OF THE TERMS BETWEEN THE COMPANY AND YOU.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE
OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
You agree to indemnify and hold the Company, its successors,
subsidiaries, affiliates, any related companies, its suppliers,
licensors and partners, and the officers, directors, employees, agents
and representatives of each of them harmless, including costs and
attorneys' fees, from any claim or demand made by any third party due
to or arising out of (i) your use of the Service, (ii) your User
Content, or (iii) your violation of these Terms. The Company reserves
the right, at your expense, to assume the exclusive defense and
control of any matter for which you are required to indemnify us and
you agree to cooperate with our defense of these claims. You agree not
to settle any matter without the prior written consent of the Company.
The Company will use reasonable efforts to notify you of any such
claim, action or proceeding upon becoming aware of it.
The Company makes no representation that the Service is accessible,
appropriate or legally available for use in your jurisdiction, and
accessing and using the Service is prohibited from territories where
doing so would be illegal. You access the Service at your own
initiative and are responsible for compliance with local laws.
MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR
RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM
THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND
BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU
ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD
HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL,
MAY BE MORE LIMITED OR MAY NOT EXIST.
YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL
CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER
IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER
AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS
OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS
YOU AND THE COMPANY, AND EACH OF ITS RESPECTIVE AGENTS, CORPORATE
PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST,
SUCCESSORS, AND ASSIGNS, AGREE TO ARBITRATION (EXCEPT FOR MATTERS
THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF
DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES
AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR
Arbitration is more informal way to settle disputes than a lawsuit
in court. A neutral arbitrator instead of a judge or jury is used in
arbitration, which allows for more limited discovery than in court,
and is subject to very limited review by courts. The same damages
and relief that a court can award can be awarded by arbitrators.
Please see more information about arbitration at http://www.adr.org.
A party which intends to seek arbitration must first send to the
other a written notice of intent to arbitrate (a "Notice") by an
international courier with a tracking mechanism, or, in the absence
of a mailing address provided by you to us, via any other method
available to us, including via e-mail. The Notice to the Company
must be addressed to: Florinis 7, Greg Tower, 2nd Floor, 1065,
Nicosia, Cyprus (as applicable, the "Arbitration Notice Address").
The Notice shall (i) describe the basis and nature of the claim or
dispute; and (ii) set the specific relief sought (the "Demand"). If
you and the Company do not reach an agreement to resolve the claim
within 30 days after the Notice is received, then you or we may
commence an arbitration proceeding as set forth below or file an
individual claim in small claims court.
THE AMERICAN ARBITRATION ASSOCIATION ("AAA") WILL EXCLUSIVELY
ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL
ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER
RELATED DISPUTES (THE "Rules"), AS MODIFIED BY THESE TERMS.
If you commence arbitration against us, you are required to provide
a second Notice to the Company at the Arbitration Notice Address
within seven (7) days of arbitration commencement. The Rules and AAA
forms are available online at http://www.adr.org. Unless your Demand
is equal to or greater than $1,000 or was filed in bad faith, in
which case you are solely responsible for the payment of the filing
fee, if you are required to pay a filing fee to commence an
arbitration against us, then we will promptly reimburse you for your
confirmed payment of the filing fee upon our receipt of the second
Notice at the Arbitration Notice Address that you have commenced
arbitration along with a receipt evidencing payment of the filing
The arbitration shall be conducted exclusively in English. A single,
independent and impartial arbitrator with his or her primary place
of business in Alexandria, Virginia (if you are from the United
States) or in Nicosia, Cyprus (if you are not from the United
States) will be appointed pursuant to the Rules, as modified herein.
You and the Company agree to comply with the following rules, which
are intended to streamline the arbitration process and reduce the
costs and burdens on the parties: (i) the arbitration will be
conducted online and/or be solely based on written submissions, the
specific manner to be chosen by the party initiating the
arbitration; (ii) the arbitration will not require any personal
appearance by the parties or witnesses unless otherwise mutually
agreed in writing by the parties; and (iii) any judgment on the
award the arbitrator renders may be entered in any court of
TO THE FULLEST EXTENT PERMITTED UNDER LAW, YOU AND THE COMPANY AGREE
THAT YOU AND THE COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN
YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR CONSOLIDATED
PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT
CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY
NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS
PROCEEDING, AND THAT IF THIS SPECIFIC PROVISION IS FOUND TO BE
UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION
SECTION WILL BE NULL AND VOID.
The arbitrator shall have the exclusive and sole authority to
resolve any dispute relating to the interpretation, construction,
validity, applicability, or enforceability of these Terms, Privacy
Policy, and this arbitration provision. The arbitrator shall have
the exclusive and sole authority to determine whether this
arbitration clause can be enforced against a non-party to this
agreement and whether a non-party to these Terms can enforce its
provision against you or us.
Barring extraordinary circumstances, the arbitrator will issue his
or her final, confidential decision within 120 days from the date
the arbitrator is appointed. The arbitrator may extend this time
limit for an additional 30 days upon a showing of good cause and in
the interests of justice. All arbitration proceedings will be closed
to the public and confidential, and all records relating thereto
will be permanently sealed, except as necessary to obtain court
confirmation of the arbitration award. The award of the arbitrator
will be in writing and will include a statement setting forth the
reasons for the disposition of any claim. The arbitrator shall apply
the laws of the Commonwealth of Virginia without regard to its
conflicts of laws principles in conducting the arbitration. You
acknowledge that these terms and your use of the Service evidences a
transaction involving interstate commerce. The United States Federal
Arbitration Act ("FAA") will govern the interpretation, enforcement,
and proceedings pursuant to this Section 12. Any award rendered
shall be final, subject to appeal under the FAA.
The abovestated provisions of this Section 12 shall not apply to any
claim in which either party seeks equitable relief to protect such
party's copyrights, trademarks, patents, or other intellectual
property. For the avoidance of doubt, you agree that, in the event
the Company or a third party breaches these Terms, the damage or
harm, if any, caused to you will not entitle you to seek injunctive
or other equitable relief against us, and your only remedy will be
for monetary damages, subject to the limitations of liability set
forth in these Terms.
You and we agree that, notwithstanding any other rights a party may
have at law or in equity, any claim arising out of or related to
a claim for indemnification, must be initiated with the AAA or filed
in small claims court in Alexandria, Virginia within one (1) year
after the claim accrues. Otherwise, such cause of action is
permanently and forever barred. This one (1) year period includes
the thirty (30) day pre-dispute procedure set forth in sub-clause
All claims you bring against the Company must be resolved in
accordance with this Section. All claims filed or brought contrary
to this Section shall be considered improperly filed. Should you
file a claim contrary to this Section, the Company may recover
attorneys' fees and reimbursement of its costs, provided that the
Company has notified you in writing of the improperly filed claim,
and you fail to promptly withdraw such claim.
In the event that we make any material change to this arbitration
provision (other than a change to our Arbitration Notice Address),
you may reject any such change by sending us written notice to our
Arbitration Notice Address within thirty (30) days of the change, in
which case you shall terminate your use of the Service immediately,
and this Section, as in effect immediately prior to the amendments
you reject, will survive the termination of these Terms.
If only clause 12.9 paragraph above or the entirety of this Section
12 is found to be unenforceable, then the entirety of this Section
12 will be null and void and, in such case, the parties agree that
the exclusive jurisdiction and venue described in Section 13 will
govern any action arising out of or related to this Agreement.
YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A
COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO
A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE
TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING,
FINAL, AND CONFIDENTIAL ARBITRATION.
YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN
THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE, OR ATTEMPT TO
USE, THE SERVICE BY WRITING TO
INFO@CODEFINITY.COM OR TO
THE ARBITRATION NOTICE ADDRESS. FOR YOUR OPT-OUT TO BE EFFECTIVE,
YOU MUST SUBMIT A SIGNED WRITTEN NOTICE OPTING OUT AND CONTAINING
ENOUGH DETAILS ABOUT YOU FOR US TO BE ABLE TO IDENTIFY YOU WITHIN
THIRTY (30) DAYS. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE
NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR
CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.
The laws of Cyprus, excluding its conflicts of law principles,
govern these Terms and your use of the Service.
To the extent that any action relating to any dispute hereunder is
permitted to be brought in a court of law, such action will be
subject to the exclusive jurisdiction of:
the state and federal courts in the City of Alexandria, Virginia
– if you are a resident of the United States; or
the courts of Nicosia, Cyprus – if you are not a resident of the
and you hereby irrevocably submit to personal jurisdiction and venue
in such courts, and waive any defense of improper venue or
No delay or omission by us in exercising any of our rights occurring
upon any noncompliance or default by you with respect to these Terms
will impair any such right or be construed to be a waiver thereof,
and a waiver by the Company of any of the covenants, conditions or
agreements to be performed by you will not be construed to be a
waiver of any succeeding breach thereof or of any other covenant,
condition or agreement hereof contained.
Subject to Section 13, if any provision of these Terms is found to
be invalid or unenforceable, then these Terms will remain in full
force and effect and will be reformed to be valid and enforceable
while reflecting the intent of the parties to the greatest extent
permitted by law.
Except as otherwise expressly provided herein, these Terms set forth
the entire agreement between you and the Company regarding its
subject matter, and supersede all prior promises, agreements or
representations, whether written or oral, regarding such subject
The Company may transfer or assign any and all of its rights and
obligations under these Terms to any other person, by any way,
including by novation, and by accepting these Terms you give the
Company consent to any such assignment and transfer. You confirm
that placing on the Service of a version of these Terms indicating
another person as a party to the Terms shall constitute valid notice
to you of the transfer of Company's rights and obligations under the
Agreement (unless otherwise is expressly indicated).
All information communicated on the Service is considered an
electronic communication. When you communicate with us through or on
the Service or via other forms of electronic media, such as e-mail,
you are communicating with us electronically. You agree that we may
communicate electronically with you and that such communications, as
well as notices, disclosures, agreements, and other communications
that we provide to you electronically, are equivalent to
communications in writing and shall have the same force and effect
as if they were in writing and signed by the party sending the
communication. You further acknowledge and agree that by clicking on
a button labeled "SUBMIT", "CONTINUE", "ADD TO CART", "PAY" or
similar links or buttons, you are submitting a legally binding
electronic signature and are entering into a legally binding
contract. You acknowledge that your electronic submissions
constitute your agreement and intent to be bound by these Terms. YOU
HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS
AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES
AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE
In no event shall the Company be liable for any failure to comply
with these Terms to the extent that such failure arises from factors
outside the Company's reasonable control.
If you want to send any notice under these Terms or have any questions
regarding the Service, you may contact us at:
I HAVE READ THESE TERMS AND AGREE TO ALL OF THE PROVISIONS CONTAINED
Last Updated: 22 Dec 2021