Effective as of October 20, 2020
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT ACCODE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 8 BELOW.
PLEASE BE AWARE THAT SECTION 16 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
Accode offers tools, including open source technologies, for creating and orchestrating automatic data processing through its Website, software and cloud platform. Some of the Services are created with open source technologies and/or as open source projects. Your access to and use of those Services may be subject to separate license agreements and terms and conditions, which will be presented to you upon initial access and use. As a part of the Services, we may provide you with application interfaces, development tools, documentation, tutorials, libraries and materials in order to allow you to create and use workflow apps.
Accode may add, modify, or remove application programming interfaces, software development kits, widgets, and other tools, documentation, and materials from Accode at any time without notice to you. Your use of any Services or other aspects of Accode is subject to the terms of this Agreement. Unless otherwise set forth in an agreement between you and Accode, Accode will have no obligation to provide support to you in connection with your use of the Services. For any questions, technical support, or assistance troubleshooting concerning the Services, please contact us at email@example.com . We will use commercially reasonably efforts to answer any questions and support inquiries within a commercially reasonable time.
- Account Registration. To obtain access to the Services, you may be required to register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form, such as your name, company name, and e-mail address. If you are an employee or other authorized user of an enterprise customer (“Enterprise Customer”), then the Enterprise Customer may have to send you an invitation to join. If you are the authorized account administrator designated by an Enterprise Customer, then you may be assigned different permissions than other end users. Regardless of whether you are registering an Account under an Enterprise Customer Account or under a personal Account, when registering with Accode, you must: (a) provide true, accurate, current and complete information about yourself and (b) maintain and promptly update your registration or profile data to keep it true, accurate, current and complete. You are responsible for maintaining the confidentiality of your Account log-in information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Accode of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Accode cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
- Third-Party Platforms. We may allow you to access Accode through a third-party platform (“Third-Party Platform”) as part of the functionality of the Services, by linking your Account with your accounts on those Third-Party Platforms (“Third-Party Accounts”), as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Accode and/or grant Accode access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Accode to pay any fees or making Accode subject to any usage limitations imposed by such third-party service providers. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on Accode. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND ACCODE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
- Except with respect to Your Content, Your Data, Activities, Processes and User Content, you agree that Accode and its licensors own all rights, title and interest in accode and all information, materials, and data thereon (including but not limited to, any computer code, objects, stories, dialogue, concepts, artwork, animations, sounds, audiovisual effects, methods of operation, moral rights, documentation, transcripts, documentation, and server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Accode.
- License. Subject to this Agreement, Accode grants you a non-transferable, non-exclusive, revocable, limited license to use, access and download (as applicable) the Services for your own personal or internal business purposes. Accode reserves the right to change the terms of your license and/or subscription, by imposing caps on the number of Registered Users under an Account and/or the amount of data uploaded or stored by Registered Users of an Account, from time to time. When such changes are made, they shall become effective as of the beginning of your next monthly billing period following the date we provide you with written notice of such change.
- Trademarks. and all related graphics, logos, service marks and trade names used on or in connection with any Accode or in connection with the Services are the trademarks of Accode and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Accode are the property of their respective owners.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Accode through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Accode has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Accode a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Accode’s business.
- Your Content. Accode does not claim ownership of Your Data or Your Content (each, as defined in Section 4 below). However, when you as a user post or publish Your Content on or in Accode, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
- License to Your Content. Subject to any applicable account settings that you select, you grant Accode (a) a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing Accode to you and to our other users; and (b) a fully paid, royalty-free, worldwide, non-exclusive license to use Your Data solely for purposes of providing and improving Accode. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content (or Your Data that you choose to publish) that you submit to any “public” area of Accode. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Accode, are responsible for all of Your Content and Your Data that you Make Available on or in Accode.
- Analytics and Improvements. You hereby grant Accode the right to de-identify and analyze any data or information you provide us through the use of the Services, including uploaded activities, run artifacts, process metrics, and configurations, and agree that Accode exclusively owns such de-identified data and any improvements or new services arising therefrom. Additionally, you agree that we shall have the right to collect usage data and metrics with respect to your use of the Services, and may use such data to provide and/or improve the Services.
- Open Source Software. Certain items of software are available to you with the Services and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.2 or 10. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, we make such Open Source Software, and our modifications to that Open Source Software, available by written request at the notice address specified below.
4. Responsibility for Content
Types of Content. You acknowledge that all files, materials, text, audio, video, images or other content, including tutorials (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Accode, are entirely responsible for all Content that you upload, post, e-mail, transmit, store or otherwise make available (“Make Available”) through Accode, including without limitation your Super-Sensitive Content, Semi-Sensitive Content and Public Content (“Your Content”), and that you and other users of Accode, and not Accode, are similarly responsible for all Content they Make Available through Accode (“User Content”). \
Your Warranty; Responsibility for Security. You represent and warrant that Your Content and Your Data will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Accode's system or data; and (e) otherwise violate the rights of a third party. Accode is not obligated to back up any of Your Content or Your Data; you are solely responsible for creating backup copies of any of Your Content and Your Data at your sole cost and expense. You agree that any use of the Services contrary to or in violation of the representations and warranties in this Section 4.2 and/or applicable laws, rules, and regulations, constitutes unauthorized and improper use of the Services. You will be responsible for all changes to and/or deletions of Your Content and/or Your Data and the security of all passwords and other access protocols required in order to access the Services. You will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of Your Content and Your Data, including in the event of a security breach resulting from your own actions.
No Obligation to Pre-Screen Content. You acknowledge that Accode has no obligation to pre-screen Content (including, but not limited to, User Content) or Your Data, although Accode reserves the right in its sole discretion to pre-screen, refuse or remove any Content or Your Data. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat communications, or Your Data. In the event that Accode pre-screens, refuses or removes any Content or Your Data, you acknowledge that Accode will do so for Accode’s benefit and the benefit of the community, not yours. Without limiting the foregoing, Accode shall have the right to remove any Content or Your Data that violates the Agreement or is otherwise objectionable.
Storage. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Accode retains the right to create reasonable limits on Accode’s use and storage of the Content, including Your Content and Your Data, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Accode in its sole discretion.
5. User Conduct
- As a condition of use, you agree not to use the Services, or develop or build any Activities or Processes, for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action, (b) make available any content on or through the Site, or (c) build any Activities or Processes that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane or otherwise violates another party’s rights; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Accode’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Accode; or (vi) attempts to engage in or engage in, any potentially harmful acts that are directed against Accode or any users of Accode, including but not limited to violating or attempting to violate or circumvent any security features of Accode, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Accode, introducing viruses, worms, or similar harmful code into Accode, or interfering or attempting to interfere with use of Accode by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Accode.
6. Excluded Uses
- Accode is intended, designed, or manufactured for use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or air traffic control, communications systems, life support machines, or weapons systems, in which the failure of such products could lead directly to death, personal injury, or severe physical or environmental damage (collectively, “Excluded Uses”). You agree to not use Accode to develop any Activities or Processes that could be used for any Excluded Uses.
7. SMS Messaging
You agree that we may provide you notices, disclosures, and other administrative (but not marketing) communications by SMS message (including text message). You consent to be contacted by us or our representatives at any telephone number or electronic address you provide or at which you may be reached. You consent to receive SMS messages from us or our representatives at the numbers you have provided to us, with information or questions relating to you or the Services. To unsubscribe from text messages, reply STOP to any text message you receive from us. If you unsubscribe, we may restrict or terminate your access to the Services. You consent that following a request to unsubscribe from text messages, you may receive one final text message from us confirming your request and/or providing an alternative to access your Accode account.
8. Fees and Subscription Terms
- Payment. We may charge for certain tools or features and functionality of the Services. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, as set forth on Accode’s Pricing Page. You must provide Accode with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for Services for which we charge. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By providing Accode with your credit card number and associated payment information, you agree that Accode is authorized to immediately invoice your Account for all fees and charges due and payable to Accode hereunder and that no additional notice or consent is required. You agree to immediately notify Accode of any change in your billing address or the credit card used for payment hereunder. Accode reserves the right at any time to change its prices and billing methods, either immediately upon posting through the Services.
- Service Subscription Fees. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you subscribe to paid services and select your pricing package (each, a “Service Commencement Date”). Except as set forth in the Agreement, all Service Subscription Fees are non-refundable. No contract will exist between you and Accode for the Services until Accode accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
- Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Accode’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Accode that your subscription will be automatically renewed, you will have thirty days from the date of the Accode notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Accode at firstname.lastname@example.org or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Accode to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Accode does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Accode may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
- Refunds. Except as expressly permitted by Accode in writing or as explicitly stated as part of the sign-up process for a Service or in a specific arrangement, Accode will not provide refunds for the Services. If Accode terminates a Service, we will refund the associated prepaid and unused fees as appropriate, in our sole discretion.
- Taxes. The payments required under Section 8.3 of this Agreement do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If Accode determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Accode shall collect such Sales Tax in addition to the payments required under Section 8.3 of this Agreement. If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Accode, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Accode for any liability or expense Accode may incur in connection with such Sales Taxes. Upon Accode’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
- Withholding Taxes. You agree to make all payments of fees to Accode free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Accode will be your sole responsibility, and you will provide Accode with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
- Disputes. Unless otherwise provided by the applicable payment processor or payment platform used in connection with your payment for Services, you must notify us in writing within seven (7) days after receiving your credit card statement if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: email@example.com.
9. Third-party Services
In addition to Open Source Software, Accode may contain links or other access to third-party websites, applications, tools, or services (collectively, “Third-Party Services”). When you click on a link to a Third-Party Service, we may not warn you that you have left Accode and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Accode. Accode is not responsible for any Third-Party Services. Accode provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or their products or services. You access and use all Third-Party Services at your own risk. When you leave our Services, this Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You agree to indemnify and hold Accode, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Accode Party” and collectively, the “Accode Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content and Your Data; (b) your Activities or Processes and any damage caused by your Activities or Processes (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations, including any violation of applicable laws, rules, or regulations resulting from your Activities, Processes, Your Content and/or Your Data. Accode reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Accode in asserting any available defenses. This provision does not require you to indemnify any of the Accode Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Accode.
11. Disclaimer of Warranties and Conditions
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF ACCODE IS AT YOUR SOLE RISK, AND ACCODE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. ACCODE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
12. Limitation of Liability
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ACCODE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ACCODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF ACCODE, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE ACCODE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH ACCODE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ACCODE; OR (5) ANY OTHER MATTER RELATED TO ACCODE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN ACCODE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN ACCODE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN ACCODE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Cap on Liability. UNDER NO CIRCUMSTANCES WILL ACCODE PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO Accode by you during the one-month period prior to the act, omission or occurrence giving rise to such liability and (B) FIFTY U.S. DOLLARS ($50.00). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN ACCODE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN ACCODE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN ACCODE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ACCODE AND YOU.
- Violations. If Accode becomes aware of any possible violations by you of the Agreement, Accode reserves the right to investigate such violations. If, as a result of the investigation, Accode believes that criminal activity has occurred, Accode reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Accode is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Accode, including Your Content, in Accode’s possession in connection with your use of Accode, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Accode, its Registered Users or the public, and all enforcement or other government officials, as Accode in its sole discretion believes to be necessary or appropriate.
- Breach. In the event that Accode determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Accode, Accode reserves the right to:
14. Term and Termination
- Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Accode, unless terminated earlier in accordance with the Agreement.
- Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Accode or (b) the date you accepted the Agreement and will remain in full force and effect while you use any Accode, unless earlier terminated in accordance with the Agreement.
- Termination of Services by Accode. You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder, to cancel such Service. The Service Subscription Fee for any Service shall be non-refundable. Accode has the right to, immediately and without notice, suspend or terminate any Services provided to you, for any reason, including for non-payment or late payment of any Service Subscription Fee. You agree that all terminations for cause shall be made in Accode’s sole discretion and that Accode shall not be liable to you or any third party for any termination of your Account.
- Termination of Services by You. If you want to terminate the Services provided by Accode, you may do so by (a) notifying Accode at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Accode’s address set forth below. THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 8.4.
- Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Accode will not have any liability whatsoever to you for any suspension or termination, including for deletion of your data. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
- No Subsequent Registration. If your registration(s) with or ability to access the Site or the Services is discontinued by Accode due to your violation of any portion of the Agreement or for otherwise inappropriate conduct, then you agree that you shall not attempt to re-register with or access the Site through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to the Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Accode reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
- Community Accounts. Accode has the right to immediately, and without notice, terminate a Community Developer account at its discretion, for any reason.
15. International users
The Site and Services can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that Accode intends to announce such Services or Content in your country. Accode is controlled and offered by Accode from its facilities in Finland. Accode makes no representations that the Site and Services are appropriate or available for use in other locations. Those who access or use Site or Services from other countries do so at their own volition and are responsible for compliance with local law.
16. General Provisions
- Electronic Communications. The communications between you and Accode may take place via electronic means, whether you visit Accode or send Accode e-mails, or whether Accode posts notices on Accode or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Accode in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Accode provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Release. You hereby release Accode and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Accode, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Accode.
- Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Accode’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. Accode shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Accode, please contact us at: Fredrikinkatu 40 A 2, 00100 Helsinki or firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Notice. Where Accode requires that you provide an e-mail address, you are responsible for providing Accode with your most current e-mail address. In the event that the last e-mail address you provided to Accode is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Accode’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
- Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English. This Agreement, and any contract between us, are only in the English language.
- Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
End of Agreement
Data Processing Terms related to Accode
If you register to access Accode and process in Accode information relating to an identified or identifiable natural person (“Personal Data”) also the following data processing terms (the “Data Processing Terms”) shall apply:
1. DETAILS OF DATA PROCESSING.
- Roles. You are the controller of the Personal Data and Accode is the processor (as “controller” and “processor” are defined in the General Data Protection Regulation (EU 2016/679) (“GDPR”)).
- Subject Matter. The subject matter of the data processing under these Data Processing Terms is Personal Data you may process in Accode.
- Purpose of the Processing. The purpose of the processing is to provide Accode service to you in accordance with the Agreement.
- Nature of the Processing. Processing of personal data related to managing your software workflows and processes in Accode.
- Categories of Data Subjects. Your personnel and customers.
- Type of Personal Data. Personal Data of your customers and personnel to the extent you process it in Accode. You shall ensure that the Personal Data shall not include special categories of personal data or personal data relating to criminal convictions and offences as provided under Articles 9 and 10 of GDPR.
- Duration. Accode shall process Personal Data until you cease to use Accode.
2. YOUR RIGHTS AND OBLIGATIONS.
- You shall process the Personal Data in accordance with GDPR and any other laws, rules and regulations applicable and binding on you;
- You shall be entitled to provide Accode with further documented instructions on the processing of personal data when necessary; and
- You shall be responsible that the processing of Personal Data in Accode is compliant with GDPR and any other laws, rules and regulations applicable and binding on you.
3. RIGHTS AND OBLIGATIONS OF ACCODE.
- Accode shall process the Personal Data in accordance with GDPR and any other laws, rules and regulations applicable and binding on Accode;
- Accode shall process the Personal Data in accordance with your documented instructions unless otherwise required by GDPR or laws, rules and regulations applicable and binding on Accode. In such a case Accode shall inform you of that legal requirement before processing, unless that law prohibits such informing. The Agreement is considered to include your documented instructions regarding processing of Personal Data;
- Accode shall be entitled to charge additional fees determined by Accode in case you amend your documented instructions regarding processing of Personal Data or issue new instructions;
- Accode shall assist you with the appropriate technical and organizational measures to fulfill your obligation to respond to requests concerning the exercise of the rights of the data subject provided in Chapter III of GDPR. Accode is entitled to charge for such assistance in accordance with hourly prices pursuant to the price list; and
- accode shall assist you to ensure compliance with the obligations provided in Articles 32–36 of GDPR, considering the nature of the processing and the information available to Accode. Accodeis entitled to charge for such assistance in accordance with hourly prices pursuant to the price list.
4. DATA SECURITY.
Accode undertakes to adopt technical and organizational measures to protect personal data against unauthorized or unlawful processing or access as provided under Article 32 of GDPR. Accode shall ensure that the persons authorized to process personal data have signed a confidentiality undertaking or that they are bound by an appropriate statutory confidentiality obligation.
5. NOTIFICATION OF A PERSONAL DATA BREACH.
- Notification of a Personal Data Breach. Accode shall notify you of a personal data breach without undue delay after becoming aware of the personal data breach. To assist you in relation to any personal data breach notifications you are required to make under GDPR, Accode will include in the notification such information about the personal data breach as Accode is reasonably able to disclose to you, taking into account the nature of the services provided by Accode to you, the information available to Accode, and any restrictions on disclosing the information, such as confidentiality.
- Steps to Mitigate Effects. Accode shall take reasonable steps to mitigate the effects and to minimise any damage resulting from the personal data breach.
- Communication. Notification of a personal data breach shall be delivered by means Accode selects, including email. It is your sole responsibility to ensure that you maintain accurate contact information in your Accode Account.
6. TRANSFERS OF PERSONAL DATA.
Accode is entitled to transfer Personal Data to a third country outside the EU or the EEA in compliance with GDPR. If Personal Data is processed outside the EU or the EEA, each party shall ensure for its part that the processing of Personal Data complies with GDPR. You are entitled to receive upon request information on location where Personal Data is processed.
- Authorized Sub-processors. You consent to that Robocorp may use sub-processors to fulfil its contractual obligations under the Agreement. Robocorp uses currently the following sub-processors: RoboCorp Oy and Amazon Web Services, Inc. (“AWS”). AWS uses also sub-processors. The sub-processors of AWS are listed at: https://aws.amazon.com/compliance/sub-processors/. AWS updates the list of sub-processors at least 30 days before AWS engages any new sub-processor. In case Robocorp engages a new sub-processor or changes some sub-processor, Robocorp will update these Data Processing Terms at least 30 days before the change. If you object the change of sub-processors or the engagement of new sub-processors, you shall be responsible for any costs incurred by Robocorp due to not being able to make the change. Alternatively, Robocorp may terminate the Agreement regarding Robocorp Cloud service by giving thirty (30) days’ notice. If Robocorp terminates the Agreement it will make a refund of the Service Subscription Fee for Robocorp Cloud service for the remaining subscription period.
- Obligations related to Sub-processors. Accode will enter into a written agreement with the sub-processor and, to the extent that the sub-processor is performing the same data processing services that are being provided by Accode under these Data Processing Terms, Accode will impose on the sub-processor the corresponding contractual obligations that Accode has under these Data Processing Terms. Accode will remain responsible for its compliance with the obligations of these Data Processing Terms and for any acts or omissions of the sub-processors that cause Accode to breach any of Accode’s obligations under these Data Processing Terms.
You agree to exercise your right to audit under Article 28 of GDPR by instructing Accode or the applicable sub-processor to carry out the audit by external independent third party auditor to verify the adequacy of its security measures and providing you with an audit report not older than one year old subject to signing a NDA. If you wish to change this instruction regarding the audit you shall provide Accode with a written notice thereof and you shall be liable for all costs incurred by Accode due to amended instructions and due to audit. If Accode or the applicable subcontractor declines to follow amended instructions you are entitled to terminate the Agreement regarding Accode service by giving thirty (30) days’ notice and to obtain a refund of the Service Subscription Fee for Accode service for the remaining subscription period.
Accode will not access or use, or disclose to any third party, any Personal Data processed on your behalf, except, in each case, as necessary to maintain or provide the Accode service, or as necessary to comply with the law or a valid and binding order of a governmental body (such as a subpoena or court order). If a governmental body sends Accode a demand for Personal Data, Accode will attempt to redirect the governmental body to request that data directly from you. As part of this effort, Accode may provide your basic contact information to the governmental body. If compelled to disclose Personal Data to a governmental body, then Accode will give you reasonable notice of the demand to allow you to seek a protective order or other appropriate remedy unless Accode is legally prohibited from doing so.
10. [RETURN OR ] DELETION OF PERSONAL DATA.
Accode shall delete the Personal Data processed on your behalf within three (3) months from the termination of the Agreement unless you instruct to delete Personal Data earlier.