These Terms of Service (these “Terms of Service”) describe your rights and responsibilities with respect to your use of Coda’s mobile and/or web-based software platform and related services (the “Services”). “You” or “your” or any variant thereof refers to you, if you are an individual entering into these Terms of Service on your own behalf, or the entity or other organization that you represent in agreeing to these Terms of Service. “Coda”, “We”, “our”, or “us” refers to Coda Project, Inc. (or its successors or assigns).
These Terms of Service (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) and any and all applicable supplemental terms incorporated by reference (including, without limitation, the
) together form a binding “Agreement” between you and Coda. By signing up on behalf of your entity or other organization, you represent and warrant that you have all right, power, and authority to bind such entity or organization to the Agreement.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE YOU UNDERSTAND EACH PROVISION. THESE TERMS OF SERVICE CONTAIN A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 12.11 (THE “CLASS ACTION/JURY TRIAL WAIVER”) AND A MANDATORY ARBITRATION PROVISION IN SECTION 12.12 (THE “ARBITRATION AGREEMENT”) THAT REQUIRES, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 12.12, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
By accessing or using the Services, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms of Service, whether or not you are a registered user or customer of the Services. If you subscribe to, or access or use the Services, create an organization, invite users to that organization, or use or allow use of that organization after being notified of a change to these Terms of Service, you acknowledge your understanding of the then-current Agreement and signify that you have read, understood, and agree to be bound by the Agreement on behalf of such organization. Please make sure you have the necessary authority to enter into the Agreement on behalf of yourself or the applicable entity or organization you represent before proceeding. Coda reserves the right to modify these Terms of Service in our sole discretion. The Agreement applies to all visitors, users, and others who access or use the Services.
Authorized Users, and User Content. Individuals authorized by you to access the Services (each an “Authorized User”) may submit content or information to the Services, which may include Personal Data (defined below) or User Content (defined below), and you will have the sole right and responsibility for managing your use of such User Content. You will be solely responsible for all of the acts and omissions of your Authorized Users in relation to the Services and the Agreement. The Services are not intended for and should not be used by anyone under the age of 13. You must ensure that all Authorized Users are over 13 years old. You will (a) inform Authorized Users of all relevant policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of User Content; and (b) obtain all rights, permissions or consents from Authorized Users and any personnel that are necessary to grant the rights and licenses in the Agreement and for the lawful use and transmission of User Content and the operation of the Services.
Authorized Users, and User Content. Your account on the Services (your “Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of Accounts for different types of users, which may include Accounts for free use of Services or Accounts for paid aspects of the Services. Details of these types of Accounts are set forth on our pricing page (located
). By connecting to Coda with a third-party service, you give us permission to access and use your information from that service, as permitted by that service, and to store your log-in credentials for that service.
You may never use another user’s Account without permission. When creating your Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. You are responsible for all credentials (including usernames and passwords) for all your accounts, including administrator accounts and accounts of your Authorized Users. We encourage you to use “strong” passwords with your Accounts. You must notify us immediately of any breach of security or unauthorized use of your Account. We will not be liable or responsible for any losses, damages, or liability caused by any unauthorized use of your Account.
You may control your profile and how you interact with the Services by changing the settings in your Account. By providing us with your email address you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including updates regarding features of the Services, special offers, and other marketing messages. If you do not want to receive such email messages, you may opt out or change your preferences in your Account. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
Subscriptions.A subscription allows you and your Authorized Users to access the Services. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between you and Coda (each, an “Order Form”). Subscriptions commence when we make the Services available to you and continue for the term set forth in the Services (typically located in your Account page or dashboard) or in the Order Form, as applicable.
Developmental Offerings. From time to time, we may look for testers to help us test and trial our developmental products, services, updates, or features. Any of the foregoing will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Developmental Offering”). Developmental Offerings are made available on an “as is,” and “as available" basis and, to the extent permitted under applicable law, without any warranties or contractual commitments. You are not required to participate in testing or trialing any Developmental Offerings and you do so at your own discretion.
Feedback. You and your Authorized Users may choose to, or we may invite you and them to, submit comments, feedback, or ideas about the Services, including without limitation about how to improve the Services or any of our other products (“Feedback”). By submitting any Feedback, you agree that such disclosure is gratuitous, unsolicited, and without restriction and will not place us under any fiduciary or other obligations, and that we are free to use the Feedback without any additional compensation, whether to you, any Authorized User, or anyone else, and we are free to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of the submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our personnel, or obtained from sources other than You or your Authorized Users.
for more information on how we collect and use data relating to the use and performance of our websites and products, including personal information about you and your Authorized Users. We will process any information relating to identified or identifiable natural persons protected as “personal data” or “personally identifiable information” under applicable data protection or privacy laws or regulations (“Personal Data”), which is included in the User Content only under the instruction and on behalf of you. We will not process Personal Data for other purposes. You acknowledge and agree that processing based on the provisions in the Agreement and in the product documentation qualify as your instruction. Generally, Personal Data means, as appropriate to the laws that are applicable to the identified or identifiable natural person whose information has been provided to us, “personal data” as that term is defined under the European General Data Protection Regulation (GDPR), and/or “personal information”, “personally identifiable information”, or such other similar term under applicable data privacy laws that applies to such person. If the organization that you are representing is established in, and any of the Personal Data that you submit to us contains the Personal Data of other individuals in, the European Economic Area and Switzerland, or if you are contractually obliged to comply with the GDPR, we will process any such Personal Data that you submit to us when you use the Services in accordance with the
, which will be supplemental to the Agreement. If you are an individual located in the European Economic Area, the United Kingdom or Switzerland, your interaction with us and the User Content that you submit to us may contain Personal Data. In order to protect your Personal Data, we herewith unilaterally consider the provisions set forth in the Data Processing Addendum (including the standard contractual clauses as an annex to the Data Processing Addendum) to apply to our Processing of your Personal Data and to be binding upon us. You may exercise all third-party beneficiary rights set forth in the Data Processing Addendum to the same extent as if you were a contractual party to the Data Processing Addendum. In case of a conflict between these Terms and the Data Processing Addendum, the Data Processing Addendum shall prevail. The following two paragraphs do not apply in the event that we have separately entered into a Data Processing Addendum with you or unilaterally committed to the provisions set forth in a Data Processing Addendum.
The protection of Personal Data is important to us. Accordingly, we will maintain reasonable administrative, physical, and technical safeguards designed to protect Personal Data. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Personal Data by our personnel. Before sharing Personal Data with any of our third-party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Personal Data and preventing unauthorized access.
Changes to the Services. Subject to the terms of the Agreement, you acknowledge and agree that we may modify or discontinue all or any part of the Services, temporarily or permanently, including, without limitation, any programs, platforms, tools, marketplace, galleries, or extensions, that we make available in connection therewith, including, for example, termination or suspension of access to and use of the Developer Platform and our Referral Program at any time and for any reason, with or without prior notice. Upon such termination or suspension for any reason or no reason, you continue to be bound by the Agreement.
Disputes with Other Parties. You are solely responsible for your interactions with our other users, developers, partners, and their authorized users. We reserve the right, but have no obligation, to monitor and moderate disputes between you and other users and participants on the Services. We shall have no liability for such interactions, or for any action or inaction of another user, developer, partner, and their authorized users.
Services Usage and Restrictions
Our License to You. We own and will continue to own the Services, including all related intellectual property and other proprietary rights related to the Services. For the duration of the subscription, we grant you a limited, non-exclusive, non-transferable, freely revocable license to access and use, and to permit your Authorized Users to access and use, the Services, in accordance with the Agreement, for your own internal business purposes. We may terminate this license at any time at our discretion.
To the extent that we may make software components or other tools available, via app stores or other channels, as part of the Services, we grant to you a non-sublicensable, non-transferable, non-exclusive, limited license for you and your Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Agreement. All of our rights not expressly granted by this license are hereby retained.
User Content; Our Content
Ownership of User Content. As between you and Coda, you will own all User Content, including, for purposes of clarity, your Personal Data.
Data. Subject to the terms and conditions of the Agreement, you (for yourself and your Authorized Users) grant to Coda a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export, and display Personal Data, as necessary (a) to provide and maintain the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted by you. You represent and warrant that you have secured all rights in and to Personal Data from you and your Authorized Users or any third parties as may be necessary to grant this license. Notwithstanding the foregoing, you agree that Coda may collect, analyze, use and disclose, during or after the term of the Agreement, data and other information relating to the provision, use or performance of the Services (including the Developer Platform and Packs) and related systems and technologies, including data derived from Personal Data, which is anonymized or aggregated in a manner, that makes the identification of you or your Authorized Users or third parties impossible, for any business purpose, including, without limitation, to operate, analyze, improve, and market the Services and Coda’s other products and services and share such data in an anonymized form with Coda’s affiliates and business partners. You further agree that Coda will have the perpetual right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of such data.
License to User Content. With respect to that portion of User Content that consists of videos, images, music, comments, questions, documents, spreadsheets, Templates (defined below), and any other content submitted, posted, displayed, provided or otherwise made available by you and your Authorized Users through the Services (“User Content”), by submitting, posting, storing, or otherwise making such User Content available through the Services, you grant, and represent and warrant that you have all rights necessary to grant (including, without limitation, any necessary consents and authorizations from individual persons identified in the User Content and licenses from third-parties whose content is included in the User Content), to Coda a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, host, store, reproduce, modify, publish, list information regarding, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content, and the names, voice, and/or likeness contained in the User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with Coda’s provision of the Services as described in the Agreement and Coda’s product documentation.
To the extent permitted under applicable law, Coda takes no responsibility and assume no liability for any User Content that you or your Authorized Users or third parties submit, post, or otherwise make available through the Services. As between you and Coda, you shall be fully responsible for the User Content and the consequences of submitting, posting, or otherwise making it available via the Services, and you acknowledge and agree that Coda is acting only as a passive conduit for your and your Authorized Users’ online distribution of such User Content.
Coda’s Proprietary Rights. Except for User Content, as between you and Coda, the Services, the Developer Platform, and all materials therein or transferred thereby, including without limitation software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to, and Packs developed by, Coda and other users (“Coda Content”), and all intellectual property rights related thereto, are the exclusive property of Coda or Coda’s licensors or such other third parties, including other users of the Services who may provide or transmit User Content to the Services). Except as explicitly provided herein, nothing in the Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of Coda Content. Use of Coda Content for any purpose not expressly permitted by the Agreement is strictly prohibited. Coda does not claim ownership of any Packs (as defined below) that you may create through the Developer Platform or any Packs developed by other users.
Templates. We may offer you the ability to create templates, documents, frameworks, or prototypes via the Services (collectively, “Templates”). You may, in your sole discretion, allow us to make such Templates available to other users of the Services. You agree that, following our receipt of your consent to do so (which may be electronically provided (including via permissions settings within the Services), make such Templates available to all users. In connection with such making available of your Templates, we may provide you with agreed-upon monetary compensation for the Templates you’ve made available to other users pursuant to a separate written agreement between you and us, which will govern any pricing schedules, payments, and obligations that may arise from such distribution. Regardless of any pricing framework that we may put in place in our sole discretion, you hereby irrevocably grant to us a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right: (i) to transfer and to sublicense, to practice and exploit, any Templates you publish via the Services or for which you select a public setting; and (ii) to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute any such Templates under all applicable intellectual property laws without restriction of any kind and to permit other users to do the same.
Responsibilities for User Content. We are not responsible for the content of any User Content or the way you or your Authorized Users choose to use the Services to store or process any User Content. You agree that you are solely responsible for (i) providing notices and obtaining consents as legally required from your Authorized Users for the collection, use, processing and transfer of User Content in connection with the Services; and (ii) ensuring compliance with all laws in all jurisdictions that may apply to User Content provided hereunder, including but not limited to all applicable international, federal, state, provincial and local laws, rules, and regulations relating to data privacy and security. Unless otherwise agreed to in writing, you may not submit any User Content that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, or any other information which may be subject to specific data privacy and security laws including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children's Online Privacy Protection Act (COPPA),or the GDPR or any other data which is considered to be sensitive or which could give rise to notification obligations under data breach notification laws. We do not make any representations as to the adequacy of the Service to process User Content or to satisfy any legal or compliance requirements which may apply to User Content, other than as expressly described herein.
Use of the Services. You must comply with the Agreement and ensure that your Authorized Users comply with the Agreement. We may review conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of the Agreement that can be remedied by your removal of certain User Content, we will, in most cases, ask you to take direct action rather than intervene. However, to the extent legally permissible, we reserve the right to take further appropriate action when we deem it reasonably appropriate, including, if we believe there is a credible risk of harm to us, the Services, other users, or any third parties.
Publishing Policies. Without limiting the generality of anything in the Agreement, including in this Section 2.6, your use of the Services is subject to our Publishing Policies, currently located at https://coda.io/publishing-policies, as may be amended from time to time, the terms of which are hereby incorporated by reference.
Technical Restrictions. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the servers hosting the Services than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; or (xiii) removing any proprietary notices or labels from the Services.
Accessing any audiovisual content that may be available on the Services for any purpose or in any manner other than Streaming is expressly prohibited unless explicitly permitted by the functionality of the Services. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Services to an Authorized User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the Authorized User.
User Content Restrictions. You are solely responsible for the content of any User Content you submit through the Services. You agree not to submit any User Content, including but not limited to any User Content, that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is misleading, incorrect or not current; or (ix) to the extent applicable, violates any school or other applicable policy, including those related to cheating or ethics.
You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy. To the extent that User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. To the extent legally permissible, we reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates any of these provisions. You understand that publishing your User Content on the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
Open Source Software. The Services make use of components subject to the terms and conditions of "open source" software (“OSS”) licenses; see
for more details. In addition, certain code distributed in and as part of the Platform may be licensed under or include components subject to OSS licenses. If applicable, we will identify any OSS included or distributed in, through, or as part of the Platform. Such OSS licenses may grant you additional rights to the OSS code itself and allow you to use the OSS outside of the Platform. Notwithstanding the foregoing, any use of OSS as part of the Platform must be in compliance with the Agreement (including the Developer Guidelines).
Payment Terms. If you purchase a subscription to use the Services, fees are specified through the Services interface or in the Order Form(s) and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Agreement, fees paid are non-refundable. For clarity, in the event you downgrade any subscriptions from a paid plan to a free plan, you will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. If we agree to invoice you by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.
Billing Policies. If you elect to purchase a subscription to use our Services, or certain other paid aspects of the Services, including any Packs, you agree to the pricing communicated to you by us or otherwise as part of the Services. Coda may add new services for additional fees and charges, or add or amend fees and charges for existing services, at any time in Coda’s sole discretion, by giving you at least 60 days' written notice (to the extent applicable), such increase to take effect at the beginning of the next billing cycle. In certain circumstances, we may be required to modify fees based on direction from a third party, in which case, we will use commercially reasonable efforts to notify you within such period. If you are unhappy with the increase, you may give notice to terminate the Agreement, by giving at least 30 days' written notice to us, such notice to expire no later than the end of the then-current billing cycle. The fees will not increase during the notice period; otherwise, any change to such pricing shall become effective in the billing cycle following notice of such change as provided under the Agreement. Coda reserves the right to suspend, disable access to, or terminate, in part or in whole, your Account, in the event that you are (or are reasonably suspected of) abusing, misusing, exploiting, or otherwise circumventing any billing or pricing policies mechanics (including with respect to and free or unpaid accounts, evaluations, trials, betas, account credits, Maker billing).
Payment Information. To the extent we offer any Services for a fee or other payment, you represent and warrant that: (a) any account, order, and payment method information you supply to us or our service provider(s), as applicable, is true, correct, and complete; (b) you are duly authorized to use such payment method; (c) you will pay any charges that you incur in connection with the Services, including any applicable taxes; (d) charges incurred by you will be honored by your payment method company; (e) you will pay all charges incurred by you at the posted prices, including all applicable taxes, if any; (f) you will not allow anyone else to use your subscription; (g) you will not transfer your subscription or password to anyone else; and (h) you will report to us any unauthorized or prohibited access or use of your subscription or password.
If any of your account, order, or payment method information changes, you agree to promptly update this information, so that we or our service provider(s) may complete your transactions and contact you as needed. We are not liable for any unauthorized use of your credit card, debit card, or other payment method by a third-party in connection with your use of the Services or your subscription.
Term and Termination
Term; Renewal. As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Agreement remains effective until all subscriptions ordered under the Agreement have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all subscriptions and all Order Forms.Unless otherwise set forth in an Order Form, (a) all subscriptions automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will be the then-current price communicated to you or will be the current rate established on your account. Your subscription will automatically renew each term unless and until you give notice to Coda of non-renewal at least thirty (30) days before the end of a subscription term. Any notice of cancellation must be submitted on your account page or in writing and sent to email@example.com and will be effective for the following subscription term. You acknowledge and agree that unless and until you notify Coda of your non-renewal or cancelation, your subscription and all corresponding fees will automatically renew and you authorize Coda (or Coda’s third-party payment provider) to charge you the applicable subscription fees, using any eligible payment method that Coda has on record for you, without any further notice to you, unless required by applicable law.
Termination for Cause. We may terminate the Agreement on notice to you upon your breach of the Agreement if such breach is not cured within thirty (30) days after the receipt of notice of the breach (or immediately in the event such breach is incurable within such period). You are responsible for your Authorized Users, including for any breaches of the Agreement caused by your Authorized Users. We may terminate the Agreement immediately on notice to you if we reasonably believe that the Services are being used by you or your Authorized Users in violation of applicable law.
Termination Without Cause. You may terminate a free subscription immediately without cause. We may also terminate the Agreement without cause, but we will provide you with thirty (30) days’ prior written notice.
Effect of Termination. Upon any termination for cause by us, you will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination. Upon any suspension or termination of the Agreement or your access to the Services, you must cease use thereof and, at our request, return or destroy all of our Confidential Information in your possession or control.
Copyright Policy; DMCA. We respect artist and content owner rights and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim has been infringed;
Identification of the material that is claimed to be infringing and where it is located on the Service;
Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES. Please note that this procedure is exclusively for notifying us and our affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating the accounts of users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Services and/or terminate subscriptions of any user who infringes any intellectual property rights of others, whether or not there is any repeat infringement.
Additional Terms for Particular Types of Users
U.S. Government. If you are a U.S. government or U.S. public entity (or use of the Services is for the U.S. Government), the terms in this section apply.
Use By or For the U.S. Government. The Services are a “commercial item,” as defined at 48 C.F.R. §2.101, and constitute “commercial computer software” and “commercial computer software documentation,” as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 to §227.7204. This commercial computer software and related Documentation is provided to end users for use, by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
Indemnification, Auto-Renewal, Venue, Legal Fees: The sections in the Agreement titled “Governing Law,” “Auto-renewal,” “Venue; Waiver of Jury Trial; Fees,” and “Indemnification” are hereby waived to the extent they are inconsistent with federal law.
No Endorsement: We agree that your seals, trademarks, logos, service marks, trade names, and the fact that you may have a presence on our Services, will not be used by us in such a manner as to state or imply that our products or services are endorsed, sponsored or recommended by you or by any other element of the U.S. Government, or are considered by you or the U.S. Government to be superior to any other products or services. Except for pages which design and content are under the control of you, or for links to or promotion of such pages, we agree not to display any of your government seals, trademarks, logos, service marks, and trade names on our homepage or elsewhere on one of our hosted sites unless permission to do so has been granted by you or by other relevant federal government authority. We may list your name in a publicly available customer list or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third party name.
State or Local Government Users. If you are a state or local government, the terms in this section apply, but only to the extent the Services are being used in an Authorized User’s official capacity as a state or local government official. The sections in the Agreement titled “Governing Law,” “Venue; Waiver of Jury Trial; Fees,” and “Indemnification” will not apply to you only to the extent your jurisdiction’s laws prohibit you from accepting the requirements in those sections.
Healthcare Users. If you are a "Covered Entity” as defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced (“HIPAA”), unless you have entered into a written agreement with us to the contrary, you acknowledge that we are not a Business Associate or subcontractor (as defined in HIPAA) and that the Services are not HIPAA compliant. You must not submit, collect or use any “personal health information” as defined in 45 CFR §160.103 (“PHI”), with or to the Services. Further, we suggest that you advise your Authorized Users directly that they should not transmit PHI through the Services. You agree that we have no liability for PHI received from you or your Authorized Users, notwithstanding anything to the contrary herein, and you shall indemnify us with respect to any claims related to any PHI or HIPAA to the extent that you have violated the terms of this section.
Education Professional Users. If you are a school or educator in the United States and wants its students, who are over the age of 13, to use the Services, you are responsible for complying with the U.S. Family Educational Rights and Privacy Act (“FERPA”) and all other law, rules, and regulations protecting the privacy of student data which may be applicable to you. Unless otherwise agreed to in writing, you may not submit Personal Data which contains personal information from a student’s educational record, as defined by FERPA. You are responsible for obtaining all necessary consents, if applicable, before permitting you Authorized Users, including any students, to submit information through the Services.
U.S. Export Restrictions. The Services may be subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in its use thereof. You and your Authorized Users shall not (and shall not allow any third party to) remove or export from the United States or allow the export or re-export of any part of the Services or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department's Denied Persons, Entity or Unverified Lists or the U.S. Treasury Department's list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You hereby represent and warrant that (i) you are not located in, under the control of or a national or resident of any such prohibited country and (ii) you are not a Prohibited Person nor owned, controlled by or acting on behalf of a Prohibited Person. You agree not to use the Services for any prohibited end use, including to support any nuclear, chemical or biological weapons proliferation, or missile technology, without the prior permission of the United States government.
Developer Platform. As part of the Services, Coda may offer you access to our developer tools and platform, including our application programming interface(s) (“API”), API keys, command line tools, sample code, access tokens, software development kits, and other related tools as may be made available by us from time to time (collectively, the “Developer Platform”). The Developer Platform is part of the Services and your use of the Developer Platform is subject to the additional terms set forth in the
, as may be modified by Coda from time to time, and are incorporated by reference into these Terms.
Packs Ecosystem. As part of your use of the Services, you may have access to third-party services, applications, integrations, code, plugins, content, or extensions that are developed and offered by third parties to be used with the Services (“Packs”). Packs may be made available to you via a marketplace, Coda’s Gallery, or such other methods or venues as Coda may designate from time to time. You acknowledge and agree that your download, installation, enablement, or use of any such Packs is at your own discretion and by doing so, you authorize Coda to provide, process, and transmit User Content, which may include Personal Data and Account information and credentials, as requested by developer or provider of the Pack, including, without limitation, for purposes of enabling the Developer thereof to support, troubleshoot, and/or debug any issues with the applicable Pack. From time to time, Packs may be offered on a free or discounted basis to enable users to trial the Pack. Coda reserves the right to suspend or disable any such trials or discounts in the event that Coda reasonably suspects or confirms any abuse or exploitation of the benefits of such trials.
Packs Disclaimer. EXCEPT WITH RESPECT TO PACKS DEVELOPED BY CODA, PACKS ARE DEVELOPED BY THIRD PARTIES AND YOUR USE OF ANY SUCH PACK IS GOVERNED BY YOUR SEPARATE AGREEMENT WITH THE DEVELOPER THEREOF, OR, IN THE EVENT THAT DEVELOPER DOES NOT CHOOSE TO PROVIDE A SEPARATE AGREEMENT, THE
WITH THE DEVELOPER. CODA DOES NOT ENDORSE, WARRANTY, GUARANTEE, OR ASSUME RESPONSIBILITY FOR SUCH PACKS, INCLUDING, WITHOUT LIMITATION THAT SUCH PACKS WILL FUNCTION PROPERLY WITH THE SERVICES OR THAT SUCH PACK WILL REMAIN AVAILABLE OR SUPPORTED BY THE DEVELOPER. CODA SHALL HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF ANY SUCH PACKS AND YOU SHALL LOOK SOLELY TO THE DEVELOPER THEREOF WITH RESPECT TO ANY DAMAGES, CLAIMS, OR SUPPORT THEREFOR. PACKS MAY ALSO CONTAIN, TRANSMIT, PULL, EXTRACT, CONSUME OR OTHERWISE TAKE ACTIONS THAT INTERACT WITH THIRD PARTY CONTENT OR THIRD PARTY SERVICES. CODA DOES NOT TAKE RESPONSIBILITY FOR NOR DOES CODA ENDORSE ANY SUCH THIRD PARTY CONTENT OR SERVICES.
DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CODA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CODA DOES NOT WARRANT THAT THE SERVICES OR ANY PACKS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Limitation of Liability. IN NO EVENT WILL CODA’S OR CODA’S AFFILIATES’, AGENTS’, DIRECTORS’, EMPLOYEES’, CONTRACTORS’, SUPPLIERS’ OR LICENSORS’ (COLLECTIVELY, “CODA REPRESENTATIVES”) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE LESSER OF (A) THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY AND (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” IN SECTION 3.1 ABOVE.
IN NO EVENT WILL CODA OR ANY CODA REPRESENTATIVES BE LIABLE FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL CODA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, ANY USER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
CODA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USER’S ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF CODA’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM OR OTHER SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR OTHER SERVICES OR PACKS BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement and the pricing for the Services.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF WARRANTIES OR DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND YOU AND YOUR AUTHORIZED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Indemnification. You agree to defend, indemnify and hold harmless Coda and all Coda Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) you and your Authorized Users’ use of and access to the Services, including any User Content or other content transmitted or received by you or your Authorized Users; (b) your violation or alleged violation of any term of the Agreement, including without limitation any breach of your representations and warranties herein; (c) your or any of your Authorized Users’ violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your or any of your Authorized Users’ violation of any applicable law, rule or regulation; (e) User Content or any content that is submitted via your or any of your Authorized Users’ accounts, including without limitation misleading, false, or inaccurate information; (f) your or any of your Authorized Users’ gross negligence, fraud, or willful misconduct; (g) any other party’s access and use of the Services with your or any of your Authorized Users’ unique usernames, passwords or other appropriate security codes (provided that such access and use was not solely and specifically Coda’s fault). Coda may, at its own expense, participate in the defense and settlement of any claim with its own counsel, and you agree that you shall not settle a claim without Coda’s prior written consent (not to be unreasonably withheld).
Definition. Each party (as “Disclosing Party”) may disclose “Confidential Information” to the other party (as “Receiving Party”) in connection with the Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Your Confidential Information includes your User Content. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Protection and Use of Confidential Information. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Agreement; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Agreement.
Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
Publicity. You hereby grant Coda the license and right to use your name, logo, and other trademarks (and those of the entities which you represent) for marketing, reference, or promotional purposes on Coda’s website and in other communications with Coda’s existing or prospective customers and otherwise to promote the Services, subject to any standard trademark or brand usage guidelines that you may provide to Coda from time to time. In the event that you do not wish to have any of the foregoing used by Coda in such manner, you may contact Coda at
stating that you do not wish to be used as a reference customer.
Third Party Products, Links, and Information. The Services may integrate with, or contain, third party products, services, materials, or information, or links thereto that are not owned or controlled by us (“Third Party Materials”). We do not endorse or assume any responsibility for any such Third Party Materials. If you or any Authorized Users accesses any third party website or service, it does so at its own risk, and you acknowledge and agree that the Agreement and our
do not apply to your or any Authorized User’s use of such sites or services. You expressly relieve us from any and all liability arising from you or your Authorized User’s use of any Third Party Materials. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Coda shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
Force Majeure. We will not be liable by reason of any failure or delay in the performance of our obligations on account of events beyond our reasonable control, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationship of the Parties; No Third Party Beneficiaries The parties hereto are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties hereto. There are no third party beneficiaries to the Agreement; a person who is not a party to the Agreement may not enforce any of its terms under any applicable law.
Email Communications Except as otherwise set forth herein, all notices under the Agreement will be by email, although we may instead choose to provide notice to you through the Services. Notices to us must be sent to
. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
Modifications and Notification Procedures. We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to you and your Authorized Users, provided that you may opt out of certain means of notification as described in this Agreement. We are not responsible for any automatic filtering that you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update the Agreement from time to time (including any documentation referenced in the Agreement (e.g., the
)), and so you should review such terms periodically. When we make material modifications to the Agreement in a manner, we will update the ‘last modified’ date at the top of these Terms and notify you that material changes have been made. Your continued use of the Services after any such change constitutes your acceptance of any new terms and the Agreement. If you do not agree to any of these terms or any future modifications to the Agreement, do not use or access (or continue to access) the Services.
Waivers. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
Severability. The Agreement will be enforced to the fullest extent permitted under applicable law. Except as otherwise stated in the Arbitration Agreement, if any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.
Assignment. The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Coda without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Governing Law. The Agreement, and any disputes arising out of or related hereto, shall be governed by and construed and interpreted in accordance with the laws of the State of New York, exclusive of conflict or choice-of-law rules. IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent applicable, in the event of any lawsuit between the parties arising out of or related to the Agreement, the parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury. The rights and obligations of the parties under the Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties acknowledge that the Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences, with respect to the substantive law of the Agreement, any arbitration conducted hereunder (including the Arbitration Agreement in Section 12) shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and shall preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence.
Venue; Waiver of Jury Trial; Fees. You agree to submit to the exclusive personal jurisdiction of the state and federal courts located in New York County, New York, which courts will adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement, including any appeal of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable, and any action for which Coda retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a Coda’s copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS CODA AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. THE PARTIES HERETO AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON USER’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. THE PARTIES FURTHER AGREE THAT, BY ENTERING INTO THE AGREEMENT, EACH PARTY IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
Arbitration. Read this section (the “Arbitration Agreement”) carefully because it requires the parties to arbitrate their disputes and limits the manner in which you may seek relief from us. The Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Coda that arises out of or relates to, directly or indirectly: (a) the Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Services; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to the Agreement.
If you are a new user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting the Agreement by emailing Coda at
with your (or the individual entering the Agreement on behalf of you) first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of the Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought. For any Claim, you agree to first contact Coda at firstname.lastname@example.org and attempt to resolve the dispute with us in an informal manner. If the parties have not been able to resolve a Claim after sixty (60) days, the parties agree to resolve any Claim exclusively through binding arbitration before a single arbitrator (the “Arbitrator”), which arbitration shall be administered by JAMS conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the date of acceptance of these Terms or Use, including Rules 16.1 and 16.2 of those Rules (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. The arbitration will be conducted in the U.S. county where you live or New York, unless you and Coda agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) you may be required to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and Coda agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, any provision of the Agreement, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel. Nothing in this Arbitration Agreement shall be deemed as: preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis. If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
Entire Agreement. The Agreement, including these Terms of Service and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Agreement supersedes the terms of any online agreement electronically accepted by you or your Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Terms of Service and any other documents or pages referenced in these Terms of Service, the following order of precedence will apply: (1) the
; (2) the terms of any Order Form (if any), (3) the Terms of Service and (4) any other documents or pages referenced in the Terms of Services. Notwithstanding any language to the contrary therein, no terms or conditions stated in a purchase order, vendor onboarding process or web portal, or any other order documentation (excluding Order Forms) providing or originating from your or your Authorized Users will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.
Additional Terms for Mobile Applications. We may make available software to access the Services via a mobile device (which, for simplicity, shall include tablets or other devices which make use of the mobile application) (“Mobile Applications”). To use any Mobile Applications, you must have a mobile device that is compatible with the Mobile Applications. We do not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. We hereby grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one Accounts on mobile devices owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that we may, from time to time, provide updated versions of the Mobile Applications, and may automatically electronically update the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic updating on your mobile device, and agree that the Agreement will apply to all such updates. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof, and we or our third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in the Agreement, is void. We reserve all rights not expressly granted under the Agreement. If the Mobile Applications are being acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Services and any accompanying documentation by the United States Government will be governed solely by the Agreement and is prohibited except to the extent expressly permitted by the Agreement. The Mobile Applications originate in the United States, and are subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or to those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Services.
Mobile Applications from Apple App Store. The following applies to any Mobile Applications acquired from the Apple App Store (“Apple-Sourced Software”): you acknowledge and agree that the Agreement is solely between you and Coda, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software (if any); to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Agreement and any law applicable to us as provider of the software. You acknowledge that Apple is not responsible for addressing any claims by you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (a) product liability claims; (b) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Agreement and any law applicable to us as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, we, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. You and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
Mobile Applications from Google Play Store. The following applies to any Mobile Applications you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and Coda only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Coda, and not Google, are solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to our Google-Sourced Software.
Survival. Any section of the Agreement that, by its terms or its nature, should survive the termination or expiration of the Agreement shall so survive, including but not limited to Sections 1.5, 2.2, 2.3, 3, 4.4, and 5 through 12.
Contacting Coda. Please also feel free to contact us if you have any questions about the Terms or any other part of the Agreement. You may contact us at
or at our mailing address set forth in Section 5 above.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.