Terms of Service

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Terms of Service


Last updated: July 21 of 2023

Introduction
These Terms of Service ("Terms") govern the relationship between you ("User") and Codly, Inc. ("Codly," "us," "we," or "our"). By accessing or using any services provided by us through www.codly.com.br or any related platforms ("Services"), you agree to these Terms. If you disagree, please refrain from using our Services. Non-compliance may result in account termination.

Definitions

"DOM Changes" means any modifications, insertions, deletions, or other changes made to the Document Object Model of websites through the Services.

"User Content" refers to any data, text, code, or other materials that you upload or submit through the Services.

"Resources" means any kind of integration between codly and third-parties that must be activated by the users.

Your Account

  • A valid email address and other information requested during registration must be provided.
  • You're responsible for all activity that occurs under your account, including maintaining the confidentiality of your password.
  • A single individual or legal entity may not maintain more than one account.
  • The Services are to be used in a lawful manner. Illegal use or activity is strictly prohibited and is cause for account deletion.
  • Any Account suspicious of being made by "bots" or other types of automation methods will be automatically deleted without previous notice.

Subscription Services and Usage Limits

Our services are billed as subscriptions with recurring fees according to our pricing schedule. You may upgrade or downgrade your plan at any time, but note that these changes will not alter your current billing cycle.

Your subscription comes with usage limits, as detailed on our pricing page. Exceeding these limits or using premium features not included in your current plan will result in additional charges. These charges will be applied automatically to your provided credit card.

Unused quotas from your subscription plan do not roll over to the next billing period. Make sure to utilize your allocated quotas to get the most out of your subscription.

Your subscription to Codly will automatically renew at the end of each billing cycle unless you cancel it. You will be charged the same amount as your initial subscription unless otherwise notified in advance. 

Payments, Refunds, Upgrading, and Downgrading

A valid credit card is required for all paid accounts unless other arrangements have been made with Codly. Free accounts are not required to provide credit card information but are limited to 5 simultaneous experiences with restricted functionalities, as described on our pricing page.

You are solely responsible for keeping your payment information up to date. Failure to make timely payments may result in immediate account termination. Payments are non-refundable, and there will be no refunds or credits for partial usage, downgrades, or unused service periods. In the interest of fairness, no exceptions will be made to this policy.

When you upgrade your plan, a pro-rata charge can be applied to account for the difference in cost between your old and new plans. This pro-rata charge will be applied to your next billing cycle.

Temporary Access to Premium or Beta Features

Codly may, at its sole discretion, offer temporary access to premium or beta features for evaluation purposes. These features may be included in your current subscription plan for a limited period, after which they may be removed or become a part of our paid plans. The availability and duration of such temporary features are subject to change without notice, and Codly reserves the right to modify or terminate access to these features at any time. Your continued use of these features beyond the evaluation period may require an upgrade to your subscription.

Taxes and Additional Charges

All prices are exclusive of any taxes, levies, or duties imposed by taxing authorities. You are responsible for the payment of such taxes, levies, or duties.

Modification of Services and Prices

Codly reserves the right to modify or discontinue the Services or features thereof, temporarily or permanently, at any time. This includes changes to pricing, subscription plans, and usage limits. While we will make reasonable efforts to notify you of such changes, we are not liable for any modification, price change, suspension, or discontinuance of the Services.

Cancellation

To cancel your account, you must either follow the instructions on the subscription page within your Codly account or send an email request to support@codly.com.br. Once your cancellation request has been processed, your account will remain active until the end of your current billing period. You will not be charged for subsequent billing periods. There will be no refunds for unused time during your service period.

Upon cancellation, Codly reserves the right to either retain or delete your account data. While we may keep residual data for backup and archival purposes, you acknowledge that this information may not be retrievable following account cancellation.

Termination by Codly

Codly reserves the right to terminate free accounts that have been inactive for sixty (60) days. We also reserve the right to terminate your account at our sole discretion for violation of our Terms of Service. Upon termination, your account will be deactivated or deleted, and you will lose access to all content in your account.

User Content and Intellectual Property

By using Codly, you agree to only upload, share, or disseminate content that you own or have the explicit permission to use. Any content that violates copyright, trademark, or other intellectual property rights is strictly prohibited.

It is your responsibility to ensure that you have the legal rights to all content you contribute to or distribute through our platform. Failure to comply with this provision could lead to immediate termination of your account and may also result in legal action against you.

Codly respects the intellectual property rights of others. If you believe that your copyrighted work has been used in a way that constitutes copyright infringement, please notify us immediately, and we will take appropriate action.

User Content

You retain full ownership rights to the content you upload to Codly ("User Content"). However, by using the Services and uploading User Content, you grant Codly a non-exclusive, transferable, and sub-licensable license to use, modify, and distribute your User Content solely for the purpose of providing and improving the Services. This includes feeding your User Content into our machine learning algorithms to enhance functionality and user experience.

Intellectual Property

All intellectual property rights in the Services, including its codebase, design, and any content provided by Codly, remain the exclusive property of Codly. You may not duplicate, copy, or reuse any portion of the code or visual design elements without Codly's express written permission.

Force Majeure

Neither party will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond their reasonable control, including labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

API Usage

If you use any open API to integrate with Codly, you agree to comply with the terms and conditions applicable to the use of that API.

Third-Party Services

Codly may offer integrations with third-party services. We are not responsible for the operation, functionality, or any other aspect of third-party services.

Limitation of Liability and DOM Changes

General Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL CODLY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM OR RELATE TO THE SERVICES, INCLUDING YOUR USE THEREOF. THE TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED EITHER THE AMOUNT OF FEES PAID BY YOU TO CODLY IN THE SIX (6) MONTHS PRECEDING THE EVENTS THAT GIVE RISE TO THE APPLICABLE CLAIM OR FIFTY U.S. DOLLARS, WHICHEVER IS GREATER.

DOM Changes Liability

CODLY DOES NOT ASSUME LIABILITY FOR DOM (DOCUMENT OBJECT MODEL) CHANGES IMPLEMENTED THROUGH OUR SERVICE THAT RESULT IN PERFORMANCE ISSUES, SITE DOWNTIME, OR DATA LOSS. USERS ARE STRONGLY ADVISED TO PERFORM BACKUPS AND TESTS BEFORE APPLYING ANY DOM CHANGES VIA THE CODLY PLATFORM.

Indemnification

You agree to defend, indemnify, and hold harmless Codly, its parent company, subsidiaries, affiliates, contractors, employees, agents, third-party partners, licensors, and suppliers from and against any claims, actions, demands, liabilities, damages, losses, costs, and expenses, including but not limited to reasonable legal and accounting fees, arising from or related to:

  • Your use of the Codly Services;
  • Any DOM Changes you implement using Codly;
  • Your violation of these Terms of Service;
  • Any third-party using your Codly account;
  • Any infringement or violation by you, or any third-party using your account, of any intellectual property, or other rights of any person or entity.

By agreeing to these Terms, you expressly waive any statute, rule, or regulation that otherwise governs the legal defense of organizations, to the fullest extent permitted by law.

Data Privacy and Security

While using Codly's Services, you may process or handle personal data. You acknowledge that you are solely responsible for complying with all applicable laws and regulations concerning data protection and privacy in the jurisdictions relevant to your use of our Services. This includes, but is not limited to, the European General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and Brazil's Lei Geral de Proteção de Dados (LGPD).

Codly takes reasonable steps to secure your data in accordance with our Privacy Policy, which is incorporated herein by reference. However, we cannot guarantee absolute security and strongly recommend that you take appropriate measures to secure your own data, including implementing backup procedures and secure transmission methods.

By using our Services, you grant us the right to use, modify, and distribute your data solely for the purpose of delivering our Services to you, including any machine learning or data analysis required for service improvements, as per our Privacy Policy.

For a comprehensive view of how we handle data privacy and security, please refer to our separate Privacy Policy.

Use of Data for Internal Analysis and AI Research

By consenting to this policy, you agree that Codly may collect and use your data for internal analysis and artificial intelligence research to improve our services. Your data will be stored securely and will only be accessible by authorized personnel.

The analysis may include, but is not limited to, user behavior, preferences, and trends to enhance user experience and offer tailored content.

You may opt-out of this data usage at any time through by contacting support@codly.com.br. Your ability to use the platform will not be affected by your decision to opt-out.

Confidentiality

Definition of Confidential Information

Confidential Information refers to any data or information, oral or written, which relates to either party or a third party and is not generally known or readily ascertainable by non-parties. This includes, but is not limited to, personal data processed through the Services, Codly's business plans, technical data, and product information.

Protection of Confidential Information

Each party agrees to hold each other’s Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure or use of any Confidential Information. Neither party shall disclose, publish, or disseminate any Confidential Information to anyone other than authorized employees, agents, or contractors who have a legitimate need to know and are bound by confidentiality obligations.

Compelled Disclosure

In cases where disclosure is required by law, the Receiving Party shall provide the Disclosing Party with prompt written notice to allow the Disclosing Party to seek a protective order or other appropriate remedies to prevent the disclosure. If such measures are not taken or are unsuccessful, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

Violations of Terms

Codly reserves the right to investigate and take appropriate legal action against any party that violates these Terms, to the fullest extent of the law. This may include, but is not limited to, removing the offending user from the Service, suspending or terminating the account of such violators, and/or involving law enforcement authorities as necessary. You acknowledge that Codly has no obligation to monitor your access to or use of the Services, but reserves the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental bodies.

Publicity

You grant Codly the right to use your company name and logo for marketing or promotional purposes on our website and in other public or private communications, subject to your standard trademark usage guidelines as provided to us from time-to-time. Should you wish to opt-out of this arrangement, you may send an email to support@codly.com.br indicating that you decline to be used as a reference.

Disclaimer

The Services provided by Codly are made available to you on an "as is" and "as available" basis. Codly makes no warranties, either express or implied, regarding the functionality, reliability, or usability of the Services. To the maximum extent permitted by applicable law, Codly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

Changes to Terms

Codly reserves the right to modify these Terms at any time, effective upon posting the updated Terms on the platform. By continuing to use the Services after any such changes, you agree to be bound by the revised Terms. It is your responsibility to regularly check the platform to determine if there have been changes to these Terms and to review such changes.

Governing Law and Dispute Resolution

These Terms and Conditions shall be governed by and construed in accordance with the laws of Brazil, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or invalidity thereof shall be resolved by the competent courts of Brazil. Both parties consent to the exclusive jurisdiction of such courts for the purpose of resolving any such disputes.

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