Code Terms of Service

Last Update: March 16, 2023

By using the Code Solution (as defined below), you are entering into an agreement with Code Inc. (“Code”, “us”, “we”, “our”), under which you will be bound by the following terms of service (the “Terms”), as updated from time to time in accordance with Section 2. The term “you”, “your” or “User” refers to the person or entity browsing, accessing or otherwise using the Code Solution (“use” or “using” in these Terms will mean any of the foregoing). These Terms will govern your access to and use of: (a) our website located at www.getcode.com, including all associated subdomains (collectively, the “Code Website”); (b) any mobile device software provided by us to you, including our mobile application that provides wallet functionality (the “Code App”); (c) any software provided, written, operated, or leveraged, or utilized by us that the Code App interacts with (the “Code Services”); (d) any text, pictures, media, data, information and other materials or content (collectively, the “Content”) contained on or provided through the foregoing (a) through (c);  and (e) all other Content, products or services provided by us to you, as more particularly described on the Code Website and the Code App (collectively, the “Code Solution”).

If you are using the Code Solution on behalf of a business or other entity, you represent and warrant that you have the necessary authority to bind that business or entity to these Terms and that you are agreeing to these Terms on behalf of that business or entity.  If yοu dο nοt agree tο be bοund by these Terms yοu must nοt use οr access any part of the Code Solution and should delete your account(s) with us.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN THE UNITED STATES, WHICH PROVISION IS CONTAINED BELOW UNDER THE HEADING "12. Disputes & Arbitration for Residents of the United States". IF YOU ARE LOCATED IN THE UNITED STATES, YOU AGREE THAT DISPUTES BETWEEN YOU AND CODE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

1. Access to the Code Solution

These Terms apply to your access to and use of the Code Solution. Subject to your compliance with these Terms, you may use the Code Solution in accordance with any documentation or guidelines we make available to you.

2. Changes to these Terms and the Code Solution

1. Except where prohibited by applicable law, we reserve the right to change these Terms at any time by posting a new version to the Code Website. We may also update the “Last Updated” date at the top of these Terms. Any and all such modifications are effective upon posting and apply to all access to and continued use of the Code Solution. It is your obligation to monitor the Code Website for any such changes. Your continued access to or use of the Code Solution after any changes to these Terms indicates your acceptance of such changes.
2. We reserve the right to change the Code Solution at any time, without notice. We may, at our discretion, suspend your access to or use of the Code Solution, including: (i) for scheduled maintenance; or (ii) if you violate any provision of these Terms.

3. Code Account

1. In order to use the Code App, you are required to create an account (“Code Account”) using the available interfaces of the Code App. You're responsible for all activities that occur under your Code Account, or are otherwise referable to your Code Account, whether or not you know about them, and you are solely responsible for your conduct, and the tasks and activities you undertake, on or utilizing the Code Solution.
2. You acknowledge and understand that when you create a Code Account the Code App will securely generate an Access Key for you (your "Access Key"). Your Access Key will be used to securely store any cryptocurrency you deposit, receive, or buy using the Code App. You are solely responsible for the retention and security of your Access Key, and the photo library it might be stored in. Your Access Key is the only way to restore access to the cryptocurrency if you lose access to your Code Account in the Code App. Anyone who knows your Access Key can access, transfer or spend your cryptocurrency. If you lose your Access Key, you may not be able to access, transfer or spend your cryptocurrency. You acknowledge and agree that Code does not store and is not responsible in any way for the security of your Access Key and you agree to hold Code, its affiliates, representatives, agents and personnel harmless and that no such party shall be liable in any way in the event you lose your Access Key and cannot access, transfer or spend your cryptocurrency. You bear sole responsibility for any loss of your cryptocurrency due to failure to retain and/or secure your Access Key.
3. You must provide us with true, accurate, current and complete information for your Code Account. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Code App.
4. We reserve the right to disable your access to the Code App at any time and in our sole discretion. You will, however, continue to have access to your cryptocurrency, provided you have your Access Key.
5. You must not use anyone else’s Code Account at any time without the permission of the Account holder, or attempt, in any manner, to obtain the Access Key or other security information from any other user.

4. The Code App Functionality

1. Subject to these Terms we grant you a non-exclusive, non-transferable, non-sublicensable and revocable license during the Term to use the Code App in accordance with these Terms.
2. The Code App may update itself automatically on your device and you acknowledge and agree that you consent to and authorize such updates, including to the extent required by any applicable laws.
3. You acknowledge and understand that:
   • The Code App is designed to enable you to interface with the blockchain where your cryptocurrency is stored.
   • Using the Code App, you may give, receive, deposit, or withdraw cryptocurrency (“Transfers”).
   • As with wallets for digital currencies generally, your cryptocurrency is susceptible to anyone who has access to your Access Key.  You must not share your Access Key with anyone.
   • It is your responsibility to keep your Code App and your Access Key secure. You should never provide your Access Key to anyone, including any Code representative. We do not have access to your Access Key and cannot support you to recover or reset your Access Key.
   • You should treat your Code App like a physical wallet and never store more cryptocurrency than you can afford to lose, as we have no responsibility and will not be liable for any loss or damage you suffer from the loss or misappropriation of your Access Key or the loss of any cryptocurrency, as further set out in Sections 8 (Disclaimers), 9 (Cryptocurrency Risk Disclosure Statement) and 10 (Limitation of Liability) below.

5. Transfers Using Your Code App

• You are responsible for all conduct and Transfers that take place on the Code App or using your Access Key and that you will take precautions to keep your Access Key secure.
• You will comply with all applicable laws when accessing or using the Code App and you will respect those who you encounter in your use of the Code App.
• You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not download the Code App or use the Code Solution if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (ii) you intend to supply any Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.
• You understand and agree that the Code App will use your Access Key to programmatically derive and create additional smart contract based time locked accounts on your behalf (“Timelock Accounts”). You understand and agree that cryptocurrency received from other Code users will be deposited into your Timelock Accounts. Cryptocurrency in your Timelock Accounts can never be moved without a signature derived from your Access Key. In order to move funds from your Timelock Accounts you will also need to either (i) get a co-signature from the Code backend servers by conducting a Transfer from within the Code App or (ii) submit an unlock instruction directly to the Timelock smart contract and wait for the time lock period to elapse, which is currently 21 days. After this time lock period has elapsed only a signature derived from your Access Key will be required to move your funds. If you do submit an unlock instruction you will no longer be able to use your Access Key in the Code App. An open source tool that allows you to more easily submit an unlock instruction is available at code-wallet.github.io/timelock-explorer
• You understand and agree that the Code App will programmatically rearrange funds in your Timelock Accounts to help maintain your privacy.
• You understand and agree that the Code App will use your Access Key to programmatically create temporary smart contract based time locked accounts for use during Transfers (“Temporary Transfer Accounts”). Upon completion of a Transfer, cryptocurrency in your Temporary Transfer Account will be programmatically returned to your Timelock Accounts and your Temporary Transfer Account will be programmatically closed to save rent. If however your Temporary Transfer Account contains dust (“Dust”) your Temporary Transfer Account cannot be closed. (Dust generally constitutes minute amounts of cryptocurrency that could be maliciously sent to your Temporary Transfer Account by unknown persons in order to prevent the programmatic closing of your Temporary Transfer Account.) In this case you understand and agree that any Dust in your Temporary Transfer Account after completion of a Transfer will be burned (i.e. permanently taken out of circulation), after which your Temporary Transfer Account will be  programmatically closed.
• The Code App is available οnly in cοnnectiοn with thοse cryptocurrencies that we suppοrt which may be subject tο change. As used herein, “cryptocurrency” includes any digital asset or virtual currency held as a record on a blockchain database.
• You understand and acknowledge that the fiat value of the cryptocurrency displayed throughout the Code App is only an estimate. These estimates depend on the state of the blockchain and on relevant exchange rates of fiat currency and the valuation of cryptocurrencies, which are constantly changing. You understand and acknowledge that the amount of cryptocurrency displayed in your Code App does not necessarily reflect the exact state of the blockchain at any point in time and may be inaccurate. We do not warrant nor do we make any representations as to the accuracy of the cryptocurrency amounts or fiat values displayed throughout the Code App.  For the avoidance of any doubt, “fiat currency” means any currency issued by a central bank of sovereign countries, such as the US Dollar, Euro, etc.
• You can access and view the balance of your cryptocurrency in the Code App. You may have the opportunity to create a password or other safeguard to confirm Transfers. If you choose to do this you are responsible for creating a secure password and storing it in a secure location.
• You understand and agree that your ability to use the Code App to make Transfers will be subject to per Transfer and per day limits, determined with reference to local guidance in your home country.
• Priοr tο doing a Transfer using the Code App, yοu are responsible for verifying the intended recipient of the Transfer. You acknowledge and agree that we dο nοt guarantee the identity οf any recipient, user, requestee οr οther party, and that we are not responsible for any Transfers that are intercepted by an unintended recipient, and that we are not responsible for any Transfers that are intercepted by an unintended recipient.
• You acknowledge that all Transfers are irreversible and that we cannot guarantee Transfer confirmation as we do not have control over the blockchain or cryptocurrency network.  
• While the software has undergone beta testing and continues to be improved by feedback from the user and developer community, you acknowledge and agree that we cannot guarantee that there will be no bugs in the software.
• Yοu acknowledge and understand that yοu will nοt receive interest οr οther earnings on your Account, in yοur Wallet or frοm the use οf the Code App.
• We have limited responsibility or liability tο yοu fοr Transfers conducted by you or programmatic transactions cοnducted by us, in accοrdance with yοur instructiοns, as further set out in Sections 10 (Disclaimers), 11 (Cryptocurrency Risk Disclosure Statement) and 12 (Limitation of Liability) below.  

6. Conditions of Use of the Code Solution

You will not, and will not attempt to:

• use yοur Code App tο stοre, send, request, οr receive cryptocurrencies in any fοrm that we dο nοt suppοrt, notwithstanding the capability of the Wallet to facilitate such activities;
• violate in any manner any applicable federal, provincial, local, or international law or regulation including, any laws regarding patent, trademark, trade secret or copyright;
• use the Code App or Code Solution for the purpose of building a similar or competitive product or service;
• attempt to gain unauthorized access to the Code App or bypass any measures we may use to prevent or restrict access to the Code App;
• disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Code App (e.g., a denial of service attack);
• copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Code App or any part thereof or otherwise attempt to discover any source code;
• use or develop any third-party applications that interact with the Code App, Content or other information contained in the Code Solution, without our prior written consent;
• mirror or frame the Code App or any Content;
• access the Code App through any interfaces other than the interfaces that we provide for that purpose (for example, you may not “scrape” the Code App through automated means or "frame" any part of the Code App); or
• authorize, permit, enable, induce or encourage any third party to do any of the above.

7. Privacy

You acknowledge that you have carefully reviewed and understand our current Privacy Policy, available at www.getcode.com/privacy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”).

8. Ownership

• All right, title and interest, including intellectual property rights, in the Code Solution and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of us.
• The Code Solution and all materials provided by us hereunder are made available or licensed and not “sold” to you.  
• All rights not expressly granted to you in these Terms are reserved by us. The core functionality in the Code App is protected by an issued U.S. Patent No. 11,568,384.

9. Third Party Content, Websites or Services

The Code Solution may provide links or access to third party content, websites, or services. We do not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under our control, and if you choose to access any such content, websites, services or to access the Code Solution from such systems, you do so entirely at your own risk.

10. Disclaimers

THE CODE SOLUTION IS PROVIDED "AS IS" AND "AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, CONDITIONS, WARRANTIES AND GUARANTEES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING REPRESENTATIONS, CONDITIONS, WARRANTIES AND GUARANTEES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, COMPATIBILITY, RELIABILITY, SECURITY, TIMELINESS, SUITABILITY, TITLE, NON-INFRINGEMENT AND AVAILABILITY OF THE CODE SOLUTION AND ANY SERVICES PROVIDED BY THIRD PARTIES AND THAT THE CODE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE CODE SOLUTION AND ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS REMAINS SOLELY WITH YOU. CODE UNDERTAKES NO RESPONSIBILITY WHATSOEVER AND WILL IN NO CIRCUMSTANCES BE LIABLE TO YOU IN CONNECTION WITH YOUR USE OF THE CODE SOLUTION.

If you have a dispute with one or more third parties in connection with your use of the Code Solution, you agree to release us (including our affiliates, and each of their  and our respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.

Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other jurisdictions), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her must, would have materially affected his or her settlement with the debtor or released party.”

11. Cryptocurrency Risk Disclosure Statement

CAUTIΟN: You understand there are substantial risks associated with the purchase, sale, use and holding of cryptocurrencies. Accordingly, you agree that you will carefully evaluate whether yοu can bear the risk associated with cryptocurrencies and whether it is suitable fοr yοu.  You agree to familiarize yourself and assume any and all such risks, including:

• Cryptocurrency or the value in your Timelock Accounts are not insured in any way by us or by any governmental agency;
• The value of any cryptocurrency you hold or acquire through the Code App is accessible with your Access Key.  If you lose access to your your Access Key, your cryptocurrency will be unrecoverable and we will not assist you in recovering digital currencies secured with your Access Key.
• Code is a developer of software. Code does not operate a digital asset exchange platform or offer trade execution or clearing services and has no oversight, involvement, or control concerning your transactions using the Code Solution. All Transfers between users of the Code App are executed peer-to-peer between users through the blockchain.
• We cannot reverse a cryptocurrency Transfer which has been broadcast to the blockchain, and losses due to fraudulent or accidental Transfers are not recoverable;
• The price and liquidity of cryptocurrency has been, and may be, subject to large fluctuations on any given day and you may lose any and all value in your cryptocurrency at any time;
• Some cryptocurrency service providers have been subject to cyberattacks, malicious activities, and other technical issues that have resulted in the loss or theft of digital currencies to their users and there is a risk that a similar cyberattack, malicious attempt or technical failure or interruption in use or functioning  could affect the Code Solution and result in the theft or loss of your digital currencies for which you cannot recover;
• Cryptocurrency is not part of a central bank that can take corrective measures to protect the value of cryptocurrency in a crisis;
• Neither the Code Solution, we, nor other third parties are your financial intermediaries or custodians of your cryptocurrency and while the Code App may facilitate Transfers, we are nοt a bank, brοkerage, exchange or money transmitter;
• Changes to applicable law may adversely affect the use, transfer, exchange or value of cryptocurrency and such changes may be sudden and without notice;
• Cryptocurrency is not legal tender and are not backed by a government (i.e. digital currencies do not have the same protection as the money deposited in your bank account); and
• Cryptocurrency has value from the continued willingness of market participants to use it, and is susceptible to loss of confidence, which could collapse demand relative to supply and may result in permanent and total loss of value of a particular cryptocurrency if the market for such digital currencies disappears.

12. LIMITATION OF LIABILITY

THE FOLLOWING APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SHAREHOLDERS BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, DATA DELETION, DATA CORRUPTION, FAILURE TO STORE ANY DATA, PERSONAL INJURY, DEATH, EMOTIONAL DISTRESS OR DISCOMFORT, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE OR THEY WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE CODE SOLUTION OR THE INABILITY TO MAKE USE OF THE CODE SOLUTION, OR THESE TERMS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE CODE SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE CODE SOLUTION.

IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY, OR THE TOTAL AGGREGATE LIABILITY OF OUR AFFILIATES, LICENSORS AND SUPPLIERS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SHAREHOLDERS, IN CONNECTION WITH OR UNDER THESE TERMS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE CODE SOLUTION EXCEED $1,000USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS AMOUNT.

13. Indemnification

You will defend, indemnify and hold harmless us and our officers, directors, employees, agents, shareholders, affiliates, and partners (each, an "Indemnified Party") from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including legal and expert fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (a) your use (or the use by any third party using your mobile device or your Access Key) of the Code Solution; (b) any breach by you of these Terms; and (c) any actual or alleged violation of any law, rule or regulation, or the rights of any third party (including intellectual property rights), by you.

14. Disputes & Arbitration for Residents of the United States

If you are a resident of the United States and you have a dispute with us arising out of your use of the Code Solution, this Section 12 applies.

• Mandatory Arbitration: You agree to contact us first and attempt to work out any such dispute amicably. If we’re unable to work out a solution amicably, both we and you agree to resolve any disputes arising out of your use of the Code Solution or these Terms through binding arbitration or, at our option, small claims court.
• CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR NON-PAGA REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, WE AND YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
• In any lawsuit in which: (i) the complaint is filed as a class action, collective action or non-PAGA representative action; and (ii) the civil court of competent jurisdiction in which the complaint was filed finds the Class Action Waiver is unenforceable (and such finding is confirmed by appellate review, if review is sought), the Class Action Waiver shall be severable from these Terms and in such instances, the class action, collective action and/or non-PAGA representative action must be litigated in a civil court of competent jurisdiction and not as a class, collective or non-PAGA representative arbitration.
• PAGA WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED ON A GROUP BASIS OR IN ANY ACTION IN WHICH A PARTY SEEKS TO REPRESENT OTHER INDIVIDUAL(S) IN A PRIVATE ATTORNEY GENERAL ACTION (“PAGA WAIVER”). PAGA CLAIMS MAY ONLY BE ARBITRATED ON AN INDIVIDUAL BASIS.
• In any lawsuit in which: (i) the complaint is filed as a private attorney general action seeking to represent any individual(s) other than the named plaintiff; and (ii) the civil court of competent jurisdiction in which the complaint was filed finds the PAGA Waiver is unenforceable (and such finding is confirmed by appellate review, if review is sought), the PAGA Waiver shall be severable from these Terms and in such instances, the private attorney general action must be litigated in a civil court of competent jurisdiction and not as a private attorney general arbitration.
• Notwithstanding any other clause contained in these Terms, any claim that all or part of the Class Action Waiver or PAGA Waiver is invalid, unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Class Action Waiver and PAGA Waiver shall be severable when a dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.
• Opt-out of Mandatory Arbitration: You can decline this mandatory arbitration provision within 30 days of accepting these Terms by emailing us at legal@getcode.com with your first and last name and phone number stating your intent to opt-out of the arbitration provision. Note that opting out of this arbitration provision does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.
• Arbitration Procedures and Location: The arbitration shall be administered by JAMS under its Comprehensive Rules in effect at the time the arbitration demand is made. The current rules, effective July 1, 2014, can be found here. In the event of any conflict between the rules and these Terms, these Terms shall apply. We and you both agree to submit to the jurisdiction of a single neutral arbitrator selected in accordance with the JAMS Comprehensive Rules. The arbitration will be held in the United States county where you live or work, San Francisco, California, or any other location we and you mutually agree upon in writing.
• Arbitration Fees: The JAMS rules will govern payment of all arbitration fees and each party will be responsible for their own fees under those rules. However, we will pay for your reasonable arbitration fees where: (i) the claim for damages does not exceed $10,000; and (ii) the claims are not frivolous under Federal Rule of Civil Procedure 11(b). We will not seek attorneys’ fees or costs in arbitration unless the arbitrator determines the claims are frivolous under Federal Rule of Civil Procedure 11(b).

15. Termination

You can stop using the Code Solution at any time and without notice to us. Similarly, we may terminate access to the Code App for you or any other users or stop offering all or part of the Code App at any time without notice. In the event of termination, Sections 6-21 survive and continue to apply to you.

16. Controlling Law

To the extent permitted by applicable law, these Terms will be governed by the laws of the State of California for residents of the United States, otherwise, and by the laws of the Province of Ontario, without respect to its conflicts of laws principles. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or use of the Code App that are not subject to Section 12 (Disputes & Arbitration) of these Terms shall be brought exclusively in the federal or state courts of San Francisco County, California, USA, for the residents of the United States, and the courts of competent jurisdiction in the City of Toronto for residents of Canada, and we and you consent to the personal jurisdiction of those courts.

17. Force Majeure

Notwithstanding anything to the contrary contained herein, Code shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

18. Entire Agreement & Severability

These Terms, subject to any amendments, modifications, or additional agreements you enter into with us, shall constitute the entire agreement between you and us with respect to the Code Solution and any use of the Code App. If any provision of these Terms is found to be invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.

19. No Waiver

Our failure to monitor or enforce a provision of these Terms does not constitute a waiver of our right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.

20. Assignment

You may not assign any of your rights, licenses, or obligations under these Terms. Any such attempt at assignment by you shall be void. We may assign its rights, licenses, and obligations under these Terms without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section 17 will be null and void. These Terms will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

21. Copyright and Trademark Policy

• If you believe any content posted or made available on the Code App constitutes infringement of your copyright rights, you may send a written notice of infringement to our designated Copyright Agent using the contact information listed below. In your notice, please specify the nature of the copyright infringement and include the following information: (i) an electronic or physical signature of the owner of the copyright in question or a person authorized to act on behalf of the owner of the copyright; (ii) a description of the claimed infringing material as well as identification of the claimed infringing material, including the location of such material on the Code App (e.g., the URL of the claimed infringing material if applicable or other means by which we may locate the material); (iii) complete contact information, including the name of the owner of the copyright and your name, title, address, telephone number, and email address; (iv) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (v) a statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner.
  
  Code Inc.: legal@getcode.com
  Attn: Copyright Agent
• If you believe any content posted or made available on the Code App constitutes infringement of your trademark rights, you may also send your notice to our designated Copyright Agent using the contact information listed above. Please include as much detail as possible so that we may respond to your notice in a timely manner, including but not limited to description(s) of your trademark(s), your trademark registration number(s), description(s) of the product(s) allegedly using your trademark(s) without authorization, and the location of such allegedly infringing product(s).

22. Contact Information

If you have any questions or comments about these Terms, please contact us at: legal@getcode.com.

23. Apple App Store Additional License Terms

1. If the Code App is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all of the other terms and conditions of these Terms:
2. You acknowledge and understand that:
   • You and we acknowledge these Terms are concluded between you and us, and not with Apple. The responsibility for the Code App and content thereof is governed by these Terms.
   • Notwithstanding anything to the contrary hereunder, you may use the Code App only on an Apple-branded product that you own or control.
   • You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Code App.
   • In the event of any failure of the Code App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Code App (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Code App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms.
   • Any claim in connection with the Code App related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms, and Apple is not responsible for such claim.
   • Any third party claim that the Code App or your possession and use of the Code App infringes that third party’s intellectual property rights will be governed by these Terms, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.
   • You represent and warrant that you are not: (A) located in any 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; or (B) listed on any U.S. Government list of prohibited or restricted parties.
   • Apple is a third party beneficiary to these Terms and may enforce these Terms against you.
   • If any of the terms and conditions in these Terms are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the date these Terms was last updated is located here or;
   • the App Store Terms of Service (the current version as of the date these Terms was last updated is located here, the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict

24. Google Play

1. If the Code App is provided to you through the Google LLC (Google LLC together with all of its affiliates, “Google”) Google Play store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms:
2. You acknowledge and understand that:
   • Google is not responsible for providing support services for the Code App.
   • If any of the terms and conditions in these Terms are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms was last updated is located here, the terms and conditions of the Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.

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