Terms of service

Contents

1. License

If You are entering into these Terms of Use on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms of Use or any other terms and conditions, in which case the terms “You” or “Your” shall refer to such entity. For reference, a Definitions section is included at the end of these Terms of Use.

Codeless ONE hereby grants You a non-exclusive, non-transferable right to use the Service, solely for Your own internal business purposes, subject to these Terms of Use. All rights not expressly granted to You are reserved by Codeless ONE and its licensors. You may not use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, or disclose the results of any such benchmark to any third party. You shall not

(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way;

(ii) modify or make derivative works based upon the Service;

(iii) remove or modify any markings or notices of proprietary rights in the Service;

(iv) reverse engineer the Service;

(v) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;

(vi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;

(vii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

(viii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or

(ix) attempt to gain unauthorized access to the Service or its related systems or networks.

You consent to use the Service in accordance with any technical- and usage limitations, including but not limited to the number of users, number of applications, disk storage, RAM, number and type of integrations, geography and traffic.

During the term of the Agreement and for a period of three years following its termination, Codeless ONE may, after 30 days advance written notice, inspect and audit Your records to verify compliance with the Agreement, these Terms of Use and other terms and conditions.

You agree to cooperate with the audit, provide us with reasonable assistance and access to information.

If required to enable authorities or Codeless ONE to conduct export control checks, You, upon request by Codeless ONE, shall promptly provide Codeless ONE with all information pertaining to the particular end customer, the particular destination and the particular intended use of goods, works and services provided by Codeless ONE, as well as any export control restrictions existing.

2. Your Responsibilities

You are responsible for all activity occurring under your accounts. You shall abide by all applicable laws, treaties and regulations in connection with Your use of the Service, including, without limitation, those related to export control, data privacy, international communications and the transmission of technical or personal data. 

You shall treat the account information, access and identification codes as confidential and
with due care and shall not share any production, confidential or personal data. You shall: 

(i) notify Codeless ONE immediately of any unauthorized use of any password or account or any other known or suspected breach of security; 

(ii) report to Codeless ONE immediately and use reasonable efforts to stop immediately any copying or distribution of (parts of) Services that is known or suspected by You;

(iii) not impersonate another Codeless ONE User or provide false identity information to gain access to or use the Service.

3. Your Intellectual Property Rights

As between Codeless ONE and You, You own all rights, title and interest, including all related intellectual or industrial property rights, in and to any Customer Data & Customer Deliverables and Codeless ONE hereby assigns and transfers to You any rights, title or interest Codeless ONE may acquire in any Customer Deliverables upon receipt of payment in full from You. 

Subject to these Terms of Use, and during the term for which You have a right to use the Service, Codeless ONE hereby grants You a limited, non-exclusive, non transferable and terminable license to use any Content incorporated in the Customer
Deliverables, solely in connection with Your authorized use of the Service.

4. Codeless ONE’s Intellectual Property Rights

Codeless ONE alone, and its licensors where applicable, shall own all right, title and interest, including all related intellectual or industrial property rights, in and to all Services of Codeless ONE (including all its algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and any Feedback. 

These Terms of Use are not a sale and does not convey to You any rights of ownership in or related to the Service or the intellectual property rights owned by Codeless ONE. The Codeless ONE name, the Codeless ONE logo, and the product names associated with the Service are trademarks of Codeless ONE or third parties, and no right or license is granted to use them.

Codeless ONE may use Your logos and reference Your name and the nature of the Services provided hereunder in Codeless ONE marketing efforts, including on the Codeless ONE website.

5. Privacy

Codeless ONE’s privacy policy may be viewed at https://www.codelessone.com. Codeless ONE reserves the right to modify its privacy and security policies in its discretion from time to time. By providing Codeless ONE Your email address You consent to our using the email address to send You Service-related notices, including any notices required by law, changes to features of the Service and special offers.

Codeless ONE’s implementation, development and operations teams shall have the right to access and use Your account information, and Customer Data for the purpose of delivery of the Service, respond to service or technical problems, on Your request, or to provide Professional Services. Codeless ONE shall be entitled to change the account, access- and identification codes assigned.

6. Free product; Free trial

Codeless ONE may offer a portion or specific editions of the Service free of use. It is under sole discretion of Codeless ONE to specify the conditions for free use and Codeless ONE deems the right to modify these conditions of free use at any time. For non-free portions or Editions of the, the Service may be made available to You for an initial free trial period of up to thirty days from Your acceptance of these Terms of Use. 

If You do not purchase a paid subscription for the Service from Codeless ONE prior to the conclusion of the free trial period, Your access to these non-free portions of the Service will be suspended and any Customer Data that is uploaded to these non-free portions of the Service may be deleted. 

If You wish to continue using the Service, You must contact Codeless ONE and purchase a paid subscription for Your continued use of such Service.

7. Representations & Warranties

Codeless ONE shall implement commercially reasonable technical and organizational measures to secure availability, confidentiality and integrity with respect to the Services, the Customer Data and personal information. 

However, unless explicitly otherwise agreed in writing between Parties, the Services are provided on an “as is” and “as available” basis, without warranties of any kind and the Services are accessed or used by You at Your own risk and without any right to support, maintenance, updates or any other services. Codeless ONE and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service.
Codeless ONE and its licensors do not represent or warrant that (a) the use of the Service will be secure, timely, uninterrupted or error-free of operate in combination with any other hardware, software, system or data (b) the Service will meet Your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your Requirements or expectations, (e) errors or defects will be corrected, or (f) the Service or the server(s) that make the Service available are free of viruses or other harmful components. 

All conditions, representations and warranties, whether express, implied statutory
or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Codeless ONE and its licensors. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. 

Codeless ONE is not responsible for any delays, delivery failures, or other damage
resulting from such problems.

Codeless ONE shall not be responsible for any Customer Data. You, not Codeless ONE, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Codeless ONE shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

Codeless ONE reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. You represent and warrant that You have not falsely identified yourself nor provided any false information to gain access to the Service.

8. Limitation of Liability

In no event shall Codeless ONE’s liability for any claim arising out of or relating to the service and/or these terms of use and/or any agreement exceed the total amount paid by you to Codeless ONE to use the service during the six months prior to the event giving rise to the liability. 

In no event shall Codeless ONE and/or its licensors be liable to anyone for any direct, indirect, punitive, special, exemplary, incidental, consequential or other damages or costs of any type or kind (including loss of data, revenue, profits, goodwill, use or other economic advantage) arising out of, or in any way connected with the service and/or this agreement, including but not limited to the use or inability to use the service, any interruption, inaccuracy, error or omission, even if Codeless ONE and/or its licensors have been previously advised of the possibility of such damages or could have reasonably foreseen them. 

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis.

9. Indemnification

You shall defend, indemnify and hold harmless Codeless ONE, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, proceedings, actions, fines, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) any noncompliance with export control regulations (ii) an (alleged) claim that You violate any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iii) a claim arising from the
breach by You or Your Users of the Agreement or these Terms of Use or any law, rule, regulation or treaty; (iv) third-party claims on account of product liability due to a deficiency in a Service delivered by You to a third party that consisted in part of hardware, software, websites, databases or other materials supplied by Codeless ONE.

10. Notice

Codeless ONE may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in Codeless ONE’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in Codeless ONE’s account information. Such notice shall
be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Codeless ONE at the following e-mail address: info@codelessone.com.

If You do not purchase a paid subscription for the Service from Codeless ONE prior to the conclusion of the free trial period, Your access to these non-free portions of the Service will be suspended and any Customer Data that is uploaded to these non-free portions of the Service may be deleted. 

If You wish to continue using the Service, You must contact Codeless ONE and purchase a paid subscription for Your continued use of such Service.

11. Assignment; Change in Control

Neither Agreements nor (the rights delivered from) these Terms of Use may be transferred or assigned by You without the prior written approval of Codeless ONE. The obligations arising from these Terms of Use and/or Agreements may be assigned by Codeless ONE without notice to You and without Your consent. Any transfer or assignment in violation of this section shall be null and void.

12. Force Majeur

Codeless ONE shall not be bound to fulfill any obligation if prevented from doing so by force majeure. Insofar as not already included, force majeure shall further mean instances of strikes, company sit-ins, blockades, embargoes, government measures, war, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake, shortage of and/or sickness of personnel and non fulfillment by suppliers of Codeless ONE or force majeure on the part of suppliers of Codeless ONE.

13. Termination

You agree that Codeless ONE may terminate the providing of any gratuitous Services at any time, for any reason and without prior notice. You agree that Codeless ONE shall not be liable to You and/or any third party for any modification, suspension, or termination of the Service. The following Sections shall survive the termination and/or expiration of this Agreement: Sections 3 (Your Intellectual Property Rights); 4 (Codeless ONE ’s Intellectual Property Rights); 7 (Representations & Warranties); 8 (Limitation of Liability); 9 (Indemnification); and 15 (Final Provisions)

14. Modification to Terms

Codeless ONE reserves the right to modify these Terms of Use and its policies relating to the Service at any time and without notice, effective upon posting of an updated version of these Terms of Use on the Service. You are responsible for regularly reviewing these Terms of Use. Continued use of the Service after any such changes shall constitute Your consent to such changes.

15. Final Provisions

These Terms of Use and any Agreement between You and Codeless ONE shall be governed by and construed in accordance with the laws of Ontario, Canada. Any disputes arising out of or relating to these Terms of Use or the Agreement shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada.

16. Definitions

“Agreement”, “Contract”: the arrangements agreed in a form or a document or in some other way, under which Codeless ONE will deliver the Services or any other products or services defined therein. “Content”: the audio and visual information, documents, software, products, services, proprietary tools, source code samples, generic templates and reusable components, App Store content, libraries, know-how, techniques and expertise, 

(i) contained or made available to you in the course of using the Service, or 

(ii) used or developed by Codeless ONE in the course of developing or delivering Customer Deliverables. 

“Customer Data”: any data, information or material, including posts, comments, documents, project information, models, applications, templates, code, widgets, themes, application data, user information and account information, provided, submitted, created, saved, added, uploaded or made available by You to the Service in the course of using or accessing the Service, except Services (or parts thereof) and Feedback.

“Customer Deliverables”: means deliverables that are provided by Codeless ONE as part of Professional Services that: constitute Customer Data, or a modification, translation, abridgment or adaptation of Customer Data. The term “Customer Deliverable(s)” does not include Content. 

“Feedback”: any suggestions, ideas, enhancement (requests), recommendations or other feedback provided by You or any other party relating to the Services. “Codeless ONE”, “Us”, “Our”, “We”: any activity of “2101440 Ontario Inc” (a corporation under the law of the Canada), including, but not limited to any affiliated or subsidiary company doing business as Codeless ONE. “Party”, “Parties”: You or Codeless ONE individually (‘Party’) or together (‘Parties’). 

“Professional Services”: fee-based consulting, quality assurance or training services Codeless ONE may perform pursuant to a statement of work. 

“Service”, “Services”: means all products, services of Codeless ONE and our websites, applications, support portal, Forum, (cloud) hosting services, platform as a service, documentation and manuals, except Customer Data. 

“Terms of Use”: these Terms of Use, together with the documents referred to in these Terms of Use. “You”, “Your”, “User(s)”: anyone who entered into an Agreement with Codeless ONE or uses or accesses a Service of Codeless ONE, including Your employees, representatives, consultants, contractors or agents who are authorized to use or access the Service of Codeless ONE or have been supplied user identifications and passwords by You (or by Codeless ONE at Your request), even if no charge is due or registration is needed

17. Questions or Additional Information

If You have questions regarding these Terms of Use or wish to obtain additional information, please contact us via info@codelessone.com.