Please read these terms carefully before using Codexia (www.codexiastudios.com) our website or any associated native or web application, software on any platform (collectively, “Services”) and software that we include as part of the Services, including any applications, scripts, instruction sets, and any related documentation (collectively “Software”). By using the Services or Software, you agree to these terms. As stated in Section 3 found below, you retain all rights and ownership you have in your content that you make available through the Services and Software.
Your access to and use of the services is conditioned on your acceptance of and compliance with these terms. These terms apply to all visitors, users and others who access or use the services. By accessing or using the services you agree to be bound by these terms. If you disagree with any part of the terms then you may not access or use the services.
SECTION 1. How this Agreement Works.
1.1 Choice of Law. If you reside in North America, your relationship is with Codexia Studios, LLC, a United States company, and the Services and Software are governed by the law of the State of California, Unites States of America. If you reside in the European Economic Area or the United Kingdom, your relationship is with Codexia Limited, a British company, and the Services and Software are governed by the law of Great Britian. If you reside outside of the aforementioned regions, your relationship is with Codexia Private Limited, and the Services and Software are governed by the law of the Republic of Singapore. You may have additional rights under the law. We do not seek to limit those rights where it is prohibited by law.
1.2 Eligibility. You may only use the Services and Software if you are over 13 years old.
1.4(a) Desktop Application Usage Data. You have the option to share information with Codexia about how you use our desktop applications for macOS. This option is turned on by default. This information is associated with your Codexia account and allows us to provide you with a more personalised experience, and helps us improve product quality and features. You can change your preference any time on your Codexia account management page.
1.4(b) Web Application Usage Data. You have the option to share information with Codexia about how you use our web applications. This option is turned on by default. This information is associated with your Codexia account and allows us to provide you with a more personalised experience, and helps us improve product quality and features. You can change your preference any time on your Codexia account management page.
1.5 Availability. Pages describing the Services are accessible worldwide but this does not mean all Services or service features are available in your country, or that user-generated content available via the Services is legal in your country. We may block access to certain Services (or certain service features or content) in certain countries. It is your responsibility to make sure your use of the Services is legal where you use them. Services are not available in all languages. Services may not be accessible due to no fault of Codexia like server outages or Content Delivery Network failures.
1.6 Modification. We may modify, update, or discontinue the Services, Software (including any of their portions or features) at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to download your content. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid. This refund does not extend to pre-ordered Services and Software.
SECTION 2. Use of Service.
2.1 License. Subject to your compliance with these terms and the law, you may access and use the Services.
2.2 Codexia Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Software. We reserve all rights not granted under these terms.
2.3 Storage. When the Services provide storage, we recommend that you continue to back up your content regularly. We may create reasonable technical limits on your content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account.
2.4 User-Generated Content. We may host user-generated content from our users. If you access our Services, you may come across content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the content. If available, you may also click on the “Report” button to report the content to us.
2.5 Other License Types.
(a) NFR Version. We may designate the Software or Services as “trial”, “evaluation”, “not for resale”, or other similar designation (“NFR Version”). You may install and use the NFR Version only during the period and only for the purposes that we have stated when we provide the NFR Version. You must not use any materials you produce with the NFR Version for anything other than non-commercial purposes.
(b) Pre-release Version. We may designate the Software or Services, or a feature of the Software or Services, as a pre-release or beta version (“Pre-release Version”). Pre-release Version does not represent the final product and may contain bugs that may cause system or other failure and data loss. We may choose not to commercially release the Pre-release Version. You must promptly cease using the Pre-release Version and destroy all copies of Pre-release Version if we request you to do so, or if we release a commercial version of the Pre-release Version. Any separate agreement we enter into with you governing the Pre-release Version will supersede the provisions on Pre-Release Version set out in this section.
SECTION 3. Your Content.
3.1 Ownership. You retain all rights and ownership of your content. We do not claim any ownership rights to your content.
3.2 Licenses to Your Content in Order to Operate the Services. We require certain licenses from you to your content to operate and enable the Services. When you upload content to the Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others). This license is only for the purpose of operating or improving the Services.
3.3 Our Access. We will only access, view, or listen to your content in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to your content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (c) enforce these terms.
3.4 Sharing Your Content.
(a) Sharing. Some Services may provide features that allow you to Share your content with other users or to make it public. “Share” means to email, post, transmit, upload, or otherwise make available (whether to us or other users) through your use of the Services. Other users may use, copy, modify, or re-share your content in many ways. Please consider carefully what you choose to Share or make public as you are entirely responsible for the content that you Share.
(b) Level of Access. We do not monitor or control what others do with your content. You are responsible for determining the limitations that are placed on your content and for applying the appropriate level of access to your content. If you do not choose the access level to apply to your content, the system may default to its most permissive setting. It’s your responsibility to let other users know how your content may be shared and adjust the setting related to accessing or sharing of your content.
(c) Comments. The Services may allow you to comment on content. Comments are not anonymous, and may be viewed by other users. Your comments may be deleted by you, other users, or us.
3.5 Termination of License. You may revoke this license to your content and terminate our rights at any time by removing your content from the Service. However, some copies of your content may be retained as part of our routine backups.
3.6 Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
3.7 Selling Your Content. We may allow you to license your content to other users through our Services. If available, you may choose to license your content through us under a separate agreement or directly to other users under an agreement between you and the buyer.
SECTION 4. Account Information. You are responsible for all activity that occurs via your account. Please notify Support immediately if you become aware of any unauthorised use of your account. You may not (a) Share your account information (except with an authorised account administrator) or (b) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services.
SECTION 5. User Conduct.
5.1 Responsible Use. You must use the Services responsibly.
5.2 Misuse. You must not misuse the Services, Software, or content that we provide to you as part of the Services. For example, you must not:
(a) copy, modify, host, stream, sublicense, or resell the Services, Software, or content;
(b) enable or allow others to use the Service, Software, or content using your account information;
(c) use the content or Software included in the Services to construct any kind of database;
(d) access or attempt to access the Services by any means other than the interface we provided or authorised;
(e) circumvent any access or use restrictions put into place to prevent certain uses of the Services;
(f) share content or engage in behaviour that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);
(g) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libellous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(i) attempt to disable, impair, or destroy the Services, software, or hardware;
(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way);
(k) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
(l) place advertisement of any products or services in the Services except with our prior written approval;
(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or
(n) violate applicable law.
6. Fees and Payment.
6.1 Taxes and Third-Party Fees. You must pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses. If you are located in a different country from the applicable Codexia entity that you are transacting with (e.g. Codexia Limited for EEA and U.K. residents) - your payments will be made to a foreign entity.
6.2 Credit Card Information. If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information, and you authorise us to continue billing your account with the updated information that we obtain.
6.3 Purchases. If you wish to purchase any product or service made available through the service, you may be asked to supply certain information relevant to your purchase including, without limitation, your required information such as name, address, phone number, email address and other required information. Codexia reserves the right to cancel any orders at any time should they be unethical, violate state, national or international laws or should the customer display hostile tendencies and/or behaviour and/or actions towards subsidiaries, affiliates, officers, agents, employees, partners, and licensors. Codexia Studios reserves the right to not issue refunds in aforementioned scenarios or like/similar situations.
6.4 Refunds. If you wish to refund any product or service made available through the service, you may be asked to supply certain information relevant to your purchase including, without limitation, your required information such as name, address, phone number, email address and other required information. Refunds are awarded on a case-by-case basis.
Refunds will be issued via the original method of payment. We are not required to refund any purchase made via PayPal. You agree that opening a PayPal dispute will result in termination of service and refunds will not be made in your favour, neither partial nor full. Under no circumstances are you allowed to file a PayPal dispute without opening a successful channel of communication with our representatives and attempting to solve your issues with the said products purchased. Any PayPal disputes will be immediately furnished with a copy of our terms and refunds will not be awarded. Refunds will be awarded on a strictly case-by-case basis to non-disputed transactions only. Codexia reserves the right to refuse refunds for purchases made 24 hours from the payment time. Codexia reserves the right to not refund any amount from the purchase should any progress have been made on said service paid for. Should the goods sold be digital, Codexia reserves the right to not issue any refunds unless the product is not as advertised. Codexia will not entertain unjustified PayPal dispute cases and the buyer does not have the right to obtain a refund in the aforementioned scenarios.
SECTION 7. Your Warranty and Indemnification Obligations.
7.1 Warranty. By uploading your content to the Services, you agree that you have: (a) all necessary licenses and permissions, to use and Share your content and (b) the rights necessary to grant the licenses in these terms.
7.2 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your content, your use of the Services or Software, or your violation of these terms.
SECTION 8. Disclaimers of Warranties.
8.1 The Services and Software are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Software will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet your expectations; or that (d) any errors or defects in the Services or Software will be corrected.
8.2 We specifically disclaim any liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Software.
SECTION 9. Limitation of Liability.
9.1 We are not liable to you or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with your use of or access to the Services or Software.
9.2 Our total liability in any matter arising out of or related to these terms is limited to SGD $10. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.
9.3 The limitations and exclusions in this Section 9 apply to the maximum extent permitted by law.
SECTION 10. Termination.
10.1 Termination by You. You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
10.2 Termination by Us. If we terminate these terms for reasons other than for cause, then we will make reasonable effort to notify you at least 10 days prior to termination via the email address you provide to us with instructions on how to retrieve your content. We may, at any time, terminate your right to use and access the Services or Software if:
(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);
(b) you fail to make the timely payment of fees for the Software or the Services, if any
(c) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful);
(d) we elect to discontinue the Services or Software, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or
(e) there has been an extended period of inactivity in your free account.
10.3 Termination by Group Administrator. Group administrators for a Service such as “Carbon Pro” may terminate a user’s access to a Service at any time. If your group administrator terminates your access, then you may no longer be able to access content that you or other users of the group have shared on a shared workspace within that Service.
SECTION 11. Investigations.
11.1 Screening. We do not review all content uploaded to the Services, but we may use available technologies or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behaviour (for example, patterns of activity that indicate spam or phishing, or keywords that indicate adult content has been posted outside of the adult wall).
11.2 Disclosure. We may access or disclose information about you, or your use of the Services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.
11.3 Content Approval. We review all content uploaded to the certain Services (like Hydron's app submissions or Xenon's developer program app submissions). We may remove or disapprove your content from being made available on the Services if they fail to comply with the guidelines stated by the specific Service.
SECTION 12. Laws. You agree to comply with all the laws, restrictions, and regulations.
SECTION 13. Dispute Resolution.
13.1 Process. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us.
13.2 Rules. If you reside in the Americas, JAMS will administrate the arbitration in Santa Clara County, California pursuant to its Comprehensive Arbitration Rules and Procedures. If you reside in Australia, New Zealand, Japan, mainland China, Hong Kong S.A.R., Macau S.A.R., Taiwan, South Korea, India, Sri Lanka, Bangladesh, Nepal, or a member state of the Association of Southeast Asian Nations (ASEAN), then the Singapore International Arbitration Centre (SIAC) will administer the arbitration in Singapore under its Rules of Arbitration, which rules are deemed to be incorporated by reference in this section. Otherwise, the London Court of International Arbitration (LCIA) will administer the arbitration in London under the LCIA Arbitration Rules. There will be one arbitrator that you and Codexia both select. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness). Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
13.3 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
13.4 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorised access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
SECTION 14. Modification. We may modify these terms or any additional terms that apply to a Service or Software to, for example, reflect changes to the law or changes to our Services or Software. You should look at the terms regularly. We will post notice of modifications to these terms on this page. We will post notice of modified additional terms in the applicable Service or Software. By continuing to use or access the Services or Software after the revisions come into effect, you agree to be bound by the revised terms.
SECTION 15. Miscellaneous.
15.1 Use of Trademarks."Codexia", "Codexia Studios", "Hydron", "Silicon Studios", "Irrational Code", "Infinite iOS", "Carbon Suite", "Ether", "InfiniteiOS", "BetaByte", "FlowCloud", and "Fruitcake", as well as words and logos ("Our Trademarks") are unregistered or registered trademarks of Codexia in one or more countries. You may not at any time use our trademarks as part of any business or trading name, style or domain name.
15.2 Linking to our Website. You may link to the home page or subpage of our website www.codexiastudios.com and www.codexia.org and any other associated domains ("our Website") provided that you comply with the following terms:
(a) You do not link to any images displayed anywhere on our Website except where you are expressly permitted by us to do so. We reserve the right to withdraw any such permission for any reason without notice and to demand that you immediately remove any links to our images.
(b) You do so in a way that is fair and legal and does not damage our reputation or take advantage of it and you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
(c) You shall not link to our Website from any website which is not owned by you or which is acting unlawfully, indecent or inappropriate, or in any other way incompatible with our reputation.
(d) Our Website must not be framed on any other site.
(e) You will not do, or omit to do, anything to diminish our rights in the logos or other trademarks or impair, jeopardise or invalidate any registration of the logos or trade marks and you will not alter, change or modify the logos in any way.
(f) You shall not at any time use our trademarked terms as part of any business or trading name, style or domain name.
(g) You acknowledge that all rights in the logos are vested in us and you shall not assert any claim of ownership of the logos or to the goodwill or reputation thereof by virtue of your use of the logos or otherwise. You agree that any goodwill derived from your use of the logos shall accrue to us.
You may not link to our Website or use or reproduce our trade marks or logos other than is expressly allowed in this permission. We reserve the right to withdraw this permission for any reason without notice and to demand that you immediately remove any links to our Website, our name, trade marks or logos from your website.
15.3 Use of Website. You may not use our Website in such a way that disrupts, interferes with or restricts the use by other users.You may not reproduce or copy the content of our Website in any form without prior permission. We reserve the right to withdraw this permission for any reason without notice and to demand that you immediately remove any copyrighted material.
SECTION 16. Changes. We reserve the right, at our sole discretion, to modify or replace these terms at any time. No notice will be provided should a revision occur. What constitutes a material change will be determined at our sole discretion.
SECTION 17. DMCA. We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). We will not respond to DMCA Notices sent to our domain registering parties or hosting providers such as Squidix or DigitalOcean. To serve a DMCA request, use the email address listed below.
If you have any questions about these terms and conditions, please contact us immediately before accessing content on this website or making use of any of our services.
Legal Counsel (Jeremy Wilson) Telephone: 1-800-326-0554 (Charges Apply) or Email: firstname.lastname@example.org
All communications with the legal department are examined and replies issued where appropriate as soon as possible. If you are unsatisfied with the reply received, you may refer your complaint to the relevant regulator in your jurisdiction. If you ask us, we will provide you with information about relevant complaint avenues which may be applicable to your circumstances.
Codexia Studios is a CalOPPA Verified Business that complies with all major privacy and data protection laws. Codexia LTD is an authorised wing of Codexia Studios, is a General Data Protection Regulation compliant business operating in the EEA and the UK.