This Terms of Service Agreement governs the use of the Code Free software, websites, Services, and technology.
This Terms of Service Agreement (“Agreement”) governs the use of the Company (“Code Free”) websites, mobile apps, content materials, website designs, products, technologies owned or leased, and business processes, including all programs, related documentation, and updates (collectively, “Services”). “You” refers to any person or entity which accesses or uses our Services.
- Agreement. This page states the terms and conditions under which you may use the Services. If you do not wish to be bound by this agreement, you may not access or use the Services.
We may modify this Agreement at any time, and such modification shall be effective 30 days after either posting of the modified Terms or notice to you. You agree to review this Agreement periodically to ensure that you are aware of any modifications. Your continued access or use of the Services after the modifications have become effective shall be deemed your conclusive acceptance of the modified Terms. We agree to notify our registered users of modifications we regard as material by electronic mail sent to the email address you provide us during signup. Your entry into this Agreement constitutes agreement to that manner of notification.
- Your E-mail Address. You also agree to maintain an electronic mail address and some form of Internet access throughout the term of this Agreement and to notify us of any change to that electronic mail address so that we know how to reach you.
- Intellectual Property Rights. Our websites, apps, and account designs, and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) other than User Generated Content as defined below , are owned by the Company, its licensors, or other providers of content, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Subject to these Terms of Service and our policies, we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services.
Except as otherwise permitted herein, you must not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell, or otherwise make use of any of our websites, apps, and account designs, except if we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device, provided you agree to be bound by our end user license agreements for such applications.
If you use or provide any other person with access to any part of our Services in breach of the Terms of Service, your right to use the Service will cease immediately. No right, title, or interest in or to our websites, account designs, apps or content or any Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the foregoing not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
Trademark. The Company name (“Code Free”), all related names, logos, product and service names, designs, and slogans that are registrations and/or trademarks of the Company or its affiliates or licensors, and all of its other related product and service names cannot be used without the prior written permission of the Company.
License. THE CONTENTS OF OUR WEBSITES AND APPS, INCLUDING THEIR “LOOK AND FEEL” (E.G., TEXT, GRAPHICS, IMAGES, LOGOS, AND BUTTON ICONS), EDITORIAL CONTENT, NOTICES, SOFTWARE (INCLUDING HTML-BASED COMPUTER PROGRAMS) AND OTHER MATERIAL, ARE PROTECTED UNDER UNITED STATES AND FOREIGN COPYRIGHT, TRADEMARK, AND OTHER LAWS. These contents belong to or are licensed to Code Free. We hereby grant you the right to view and use our websites subject to this Agreement. The only exception is any document for which we have provided a link to for you to download.
You may not sublicense or charge others to use our software or Services without our written consent. We occasionally may provide automatic or voluntary upgrades to improve your usage experience. Any such upgrades are provided pursuant to these same conditions.
- User Generated Content Standards. The content standards set out below (the “User Generated Content Standards”) apply to any and all User Generated Content and use of our Services.
User Generated Content (UGC) is the term used to describe any form of content such as video, blogs, discussion form posts, digital images, audio files, music, software, designs, typefaces, graphics, HTML, and any other forms of media that was created by consumers or end-users of an online system or service and is publically available to others consumers and end-users.
You represent and warrant that:
- You own or have a right to use and post the User Generated Content on the Services app.
- All of your User Generated Content does and will comply with these Terms of Service.
- You understand and acknowledge that you are responsible for any User Generated Content you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
- We are not responsible, or liable to any third party, for the content or accuracy of any User Generated Content submitted by you or any other user of the Services app. Except as expressly indicated otherwise, we are not promoters or sponsors or otherwise affiliated with the providers of any goods or services that may be contained in any User Generated Content.
- User Generated Content must in its entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Generated Content must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote inappropriate sexually explicit or pornographic material, or violence, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. (Certain marketing research studies that are based on products or demographic groups that have agreed to participate in studies for the research sponsor to gain insights into human experience may deal with certain of these topics, excluding sexually explicit or pornographic material or violence, subject to a set of specific research study parameters.)
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person or entity.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Use of the Please.Do App: You grant us the right to edit and use all User Generated Content necessary for completing your task. Upon task completion, all User Generated Content received shall be archived for an unspecified amount of time and potentially be removed from our servers without notice. You or your licensors have exclusive ownership of your User Generated Content.
Should your task require specialized support or additional talent, we will work with our designated panel of outsourced consultants. When tasks are marked confidential, they are confined within the pool of in house Please.Do Specialists. You will be informed when a task needs the expertise of an external consultant.
The placement or presence of your User Generated Content on data storage systems owned by the Company, or in our control, is not intended to, and does not constitute, a transfer of title or ownership in User Generated Content. We will store User Generated Content solely on servers or data storage devices physically present in the United States of America, unless you otherwise agree in writing. While we have the right to edit User Generated Content, we will do so only as is reasonably necessary for completing your task such that you retain all property rights to User Generated Content provided and, after receiving payment, ownership of the completed task. We are not responsible for backing up files and User Generated Content received by you.
- Fees. Our fee schedule is as set forth in our project estimates, estimate updates, statements of work, detailed project summaries, or invoices we send to you, or in the rates, fees or billing pages of a Code Free website. These documents or pages set forth the fees you will incur through use of the Services. In addition, you are responsible for all Services incurred, purchases made, applicable taxes, plus USF charges and fees incurred for phone calls and audio conferences.
- Billing and Payment Policy. The Company may collect your or your company’s credit card number and/or other payment information submitted to us for billing. You authorize us to charge the applicable account for use of the Services. We will not share your billing information with anyone unless your account is in default and becomes eligible to be handled by a collection agency. Our payment terms are 30 days from day of invoice, unless otherwise specified in a written agreement between us and you. We have the right to impose a late payment fee of our choosing on any outstanding payment after the due date.
- Links To Other Sites. Our website may contain links to websites operated by other parties. We do not control such websites, and we are not responsible for the content and performance of these sites or for your transactions with them. Links to such websites does not imply any endorsement of the material on such websites or any association with their operators. Code Free does not in any way operate, control or endorse any information, products or services provided by third parties through the Internet. Your participation, correspondence, or business dealings with any third party found on or through any of our Apps or other Services, regarding the payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that we shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.
- Links To Our Site. You may link to pages within our Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. We reserve the right to disallow any such link at any time in our sole discretion. Our Services may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on the Services.
- Send e-mails or other communications with certain content, or links to certain content, through the Services.
- Cause limited portions of content within the Services to be displayed or appear to be displayed on your own or certain third-party websites.
- You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:
- Cause the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
- Otherwise take any action with respect to the materials within the Services that are inconsistent with any other provision of these Terms of Service.
- You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice at our discretion.
- Warranty Disclaimer. Our Service are provided ‘as is’ and ‘as available.’ Code Free disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the Services and any products contained on or made available through the Services.
- Waiver, Release and Limitation of Liability. YOU AGREE THAT NEITHER CODE FREE, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY ARISING OUT OF OR RELATING TO USE OF THE SERVICES. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST CODE FREE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF CODE FREE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) FOR ANY AND ALL DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES YOU SUSTAIN ARISING OUT OF OR RELATING TO USE OF THE SYSTEM, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, LOSS OF DATA OR PROGRAMS, LOST PROFITS, BUSINESS INTERRUPTION, INDEMNIFICATION OF THIRD PARTIES, AND THE LIKE, EVEN IF CODE FREE IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT OR TORT.
- Survivability of Limitation of Liability. Notwithstanding the foregoing paragraph, because some jurisdictions do not allow the exclusion or limitation of liability to the full extent described above, these limitations may not apply to you. If this limitation of liability or exclusion of warranty is held to be invalid or unenforceable for any reason, the maximum collective liability of Code Free, its officers, directors, employees, and agents, if any, for losses or damages shall be limited to the fullest extent permitted by law and, if so permitted, not to exceed five hundred United States dollars (U.S. $500.00). All other damages, direct or indirect, special, incidental, consequential or punitive arising out of or relating to use of the Services are hereby excluded even if Code Free, its officers, directors, employees, or agents have been advised of the possibility of such damages.
- Disclaimer of Liability for Service Interruption. Code Free expressly disclaims any warranty that the Services or your use of the internet or the telecommunications system in connection with these Services will be free of interruption or that the Services are free of viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. Neither Code Free, nor any of its affiliates, directors, officers, employees, agents, or any third-party vendors will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of the Services, or resulting from the act or omission of any other party involved in making the Services or the data contained therein available to you, or from any other cause relating to your access to or your inability to access or use the Services, whether or not the circumstances giving rise to such cause may have been within the control of Code Free or of any vendor providing software or Services support.
- Indemnification. You agree to indemnify, defend and hold harmless Code Free, its officers, directors, employees, and agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of or relating to any violation of this Agreement or any activity related to use of the Services by you or any other person accessing the Services using your account.
- Third Party Rights. The provisions of paragraphs 10, 11, 12, 13, and 14 apply for the benefit of Code Free and its officers, directors, employees, and agents. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
- Your Representations. Our Services are not intended for or targeted at children under 13, and we do not knowingly or intentionally collect information about children under 13. If you are under the age of 13, the written consent of the legal parent or guardian is required to participate in use of the Service.
- Miscellaneous. You agree that no employment exists between you and Code Free as a result of this Agreement or your use of the Services.
Code Free may assign its rights and duties under this Agreement to any party at any time without notice to you.
Any cause of action or claim you may have with respect to Code Free must be commenced within one (1) year after the claim or cause of action arises.
Code Free’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
- Account Security. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to it or portions of it using your user name, password, or other security information.
You access the internet at your own risk. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you log off from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
- Prohibited Uses. You may use our Services only for lawful purposes and in accordance with these Terms of Service. Fraudulently procuring or misusing telephone service or the Internet can be a federal and state crime. You agree not to use our Services:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set forth in these Terms of Service.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” or “spam” or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use of our Services, or which, as determined by us, may harm the Company or our users or expose them to liability.
- You are responsible for your use of the Services and for any use of the Services on your account. Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material available through the Services. You may not engage in any ‘hacking’ activity with our Services.
- Use any manual process to monitor or copy any service materials or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Services.
- Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the servers on which the Services are stored, or any server, computer or database connected to the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
- Monitoring and Enforcement; Termination. The Company reserves the right, at its sole discretion, to suspend or terminate your ability to use or access the Services at any time without notice to you.
We have the right to:
- Disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
- Remove or refuse to respond to any User Generated Content or query for any or no reason in our sole discretion.
- Take any action with respect to any User Generated Content that we deem necessary or appropriate in our sole discretion, including if we believe that such
- User Generated Content violates the Terms of Service.
- Infringes any intellectual property right or other right of any person or entity.
- Threatens the personal safety of users of the Services or the public or could create liability for the Company.
- Disclose your identity or other information about you to any third party who claims, pursuant to and in accordance with a statutory legal process, that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICES PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not and cannot review all material before it is submitted to our Services. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
- Reliance on Information Submitted. We do not warrant the accuracy, completeness, or usefulness of any information presented on or through the Services, including our responses to queries submitted by you to our Service. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
The Services may include content provided by third parties, including materials provided by other users, clients and customers, as well as third-party licensors, syndicates, agents, brokers, partners, and/or reporting Services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
- Software Licenses. You shall have no rights to any proprietary software and related documentation, or any enhancements or modifications thereto, provided to you in order to access or use the features of the Services. You may not sublicense, assign, or transfer any licenses granted by the Company, and any attempt at such sublicense, assignment, or transfer shall be null and void. You may not copy, distribute, modify, reverse engineer, or create derivative works from any of our proprietary software.
- No Solicitation. Unless it is a paid task as part of your use of the Services, you agree that the Services may not be used to solicit for any other business or service. In addition, you may not solicit, advertise for, or contact any of our employees for any purpose that is not related to the completion of their assigned task.
- Governing Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its provisions relating to conflicts of law. You agree that any legal action or proceeding between Code Free and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a state or federal court sitting in, or with jurisdiction over, Fairfield County, Connecticut, United States of America. In light of the nature of this Agreement, you understand and agree that money damages may be insufficient to rectify breach and that consequently; Code Free will be entitled to seek preliminary and equitable relief upon a breach of the Agreement by you.
You and we agree that any dispute, claim or controversy coming out of and or in relation to these Terms of Service or the breach, termination, or enforcement of these Terms of Service will be settled by first contacting us for informal resolution within a period of thirty (30) days. Such contact and informal negotiation shall start upon our receiving written notice. Your address for notices of informal negotiation is your billing address as well as contact by the email provided in making your account.
Code Free’s address for such notices is firstname.lastname@example.org, address PO Box #4689, Greenwich, CT 06831. If you and Code Free have not been able to resolve the dispute within 30 days of such contact, you may contact our U.S.-based third party dispute resolution provider (free of charge) at https://thedma.org/resources/consumer-resources/privacyshield-consumers/. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOU AND CODE FREE ARE EACH WAIVING YOUR RIGHT TO SUE IN COURT OR TRIAL BY JURY IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. All information regarding the Arbitration Rules and Procedures are available at the DMA website www.thedma.org. Your arbitration fees and compensation will be governed by these rules and arbitration will take place within New York, New York.
- Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions.
- Contacting Us. To contact us with any questions or concerns in connection with this Agreement, or to provide any notices under this Agreement, please contact us at email@example.com.
PO Box 4689
Greenwich, CT 06831