Terms of Service

1. Your Agreement with Codaphone

1.1 Your use of the Codaphone service is governed by this agreement (the "Terms"). "Codaphone" means General Presence Inc.,and its subsidiaries or affiliates involved in providing the Codaphone Service. The “Codaphone Services” means the services Codaphone makes available through this website, including this website, the Codaphone Turnkey app as a Service (TaaS) platform, the Codaphone cloud API, and any other software or services offered by Codaphone in connection to any of those.

1.2 In order to use the Codaphone Services, you must first agree to the Terms. You can agree to the Terms by actually paying for or using the Codaphone Services. You understand and agree that Codaphone will treat your payment for or use of the Codaphone Services as acceptance of the Terms from that point onwards.

1.3 You may not use the Codaphone Services if you are a person barred from receiving the Codaphone Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Codaphone Services. You affirm that you are over the age of 13, as the Codaphone Services are not intended for children under 13.

1.4 You agree your purchases of Codaphone Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Codaphone or any of its affiliates regarding future functionality or features.

2. Your Account and Use of the Codaphone Services

2.1 You must provide accurate and complete registration information any time you register to use the Codaphone Services. You are responsible for the security of your passwords and for any use of your account, and provided third-party accounts. If you become aware of any unauthorized use of your password or of your account, you agree to notify Codaphone immediately.

2.2 Your use of the Codaphone Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Codaphone Services by any means other than through the interface that is provided by Codaphone in connection with the Codaphone Services, unless you have been specifically allowed to do so in a separate agreement with Codaphone, or (b) engage in any activity that interferes with or disrupts the Codaphone Services (or the servers and networks which are connected to the Service).

2.4 You may use the Codaphone Services only to develop and run applications on the Codaphone infrastructure. You may not access the Codaphone Services for the purpose of bringing an intellectual property infringement claim against Codaphone or for the purpose of creating a product or service competitive with the Codaphone Services.

3. Service Policies and Privacy

3.1 You agree to comply with the Codaphone Acceptable Use Policy available at acceptable use policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time. The Acceptable Use Policy can be viewed at http://www.codaphone.com/terms/.

3.2 The Codaphone Services shall be subject to the privacy policy for the Codaphone Services available at privacy policy. You agree to the use of your data in accordance with Codaphone's privacy policies. The privacy policy can be viewed at http://www.codaphone.com/privacy/.

3.3 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to Codaphone.

4. Fees for Use of the Codaphone Services

4.1 Subject to the Terms, the Codaphone Services are provided for fees including one time setup charges, and monthly service fees. The pricing for resources and services can be found at http://www.codaphone.com.

4.2 For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in Codaphone fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Codaphone incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Codaphone's measurements of your use of the Codaphone Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Codaphone and only in the form of credit for the Codaphone Services. Nothing in these Terms obligates Codaphone to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Codaphone may be shared by Codaphone with companies who work on Codaphone's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Codaphone and servicing your account. Codaphone may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Codaphone shall not be liable for any use or disclosure of such information by such third parties. Codaphone reserves the right to discontinue the provision of the Codaphone Services to you for any late payments.

4.3 Codaphone may change its fees and payment policies for the Codaphone Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Codaphone may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

4.4 You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Codaphone Services in a manner intended to avoid incurring fees.

5. Content on the Codaphone Services and Take Down Obligations

5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Codaphone Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the web application that you create using the Codaphone Services and any source code written by you to be used with the Codaphone Services (collectively, "Applications").

5.2 Codaphone reserves the right (but shall have no obligation) to remove any or all Content from the Codaphone Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from Codaphone. In the event that you elect not to comply with a request from Codaphone to take down certain Content, Codaphone reserves the right to directly take down such Content or to disable Applications.

5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user's account on your Application. Codaphone reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.

5.4 You agree that you are solely responsible for (and that Codaphone has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Codaphone Services and for the consequences of your actions (including any loss or damage which Codaphone may suffer) by doing so.

5.5 You agree that Codaphone has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.

6. Proprietary Rights

6.1 You acknowledge and agree that Codaphone (or Codaphone's licensors) own all legal right, title and interest in and to the Codaphone Services, including any intellectual property rights which subsist in the Codaphone Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

6.2 Except as provided in Section 8, Codaphone acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content you create, submit, post, transmit or display on, or through, the Codaphone Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Codaphone, you agree that you are responsible for protecting and enforcing those rights and that Codaphone has no obligation to do so on your behalf.

7. License from Codaphone and Restrictions

7.1 Codaphone gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Codaphone as part of the Codaphone Services as provided to you by Codaphone. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Codaphone Services as provided by Codaphone, in the manner permitted by the Terms.

7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Codaphone Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Codaphone, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Codaphone Services or any applications running on the Codaphone Services.

7.3 Open source software licenses for components of the Codaphone Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Codaphone for the use of the components of the Codaphone Services released under an open source license.

8. License from You

8.1 Codaphone claims no ownership or control over any Content. You retain copyright and any other rights you already hold in the Content, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Codaphone Services you give Codaphone a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Codaphone to provide you with the Codaphone Services. Furthermore, by creating an Application through use of the Codaphone Services, you give Codaphone a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Codaphone to provide you with the Codaphone Services.

8.2 You may choose to or we may invite you to submit comments or ideas about the Codaphone Services, including without limitation about how to improve the Codaphone Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Codaphone under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

8.3 You agree that Codaphone, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Codaphone Services.

9. Temporary Suspension

9.1 Generally. We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:

(a) your or an End User’s use of or registration for the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) may adversely impact the Service Offerings or the systems or Content of any other Codaphone customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent;

(b) you are, or any End User is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or

(c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

9.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings:

(a) you remain responsible for all fees and charges you have incurred through the date of suspension;

(b) you remain responsible for any applicable fees and charges for any Service Offerings to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;

(c) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension; and

(d) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement.

Our right to suspend your or any End User’s right to access or use the Service Offerings is in addition to our right to terminate this Agreement pursuant to Section 10.2.

10. Term; Termination

10.1. Term. The term of this Agreement will remain in effect until terminated by you or us in accordance with Section 9.2.

10.2 Termination.

(a) Termination for Convenience. You may terminate this Agreement for any reason by (i) providing us notice and/or (ii) closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you 30 days advance notice.

(b) Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period.

(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any End User results in a suspension described in Section 9.1, (B) if our relationship with a third party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, (c) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Service Offerings by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.

10.3. Effect of Termination.

(a) Generally. Upon any termination of this Agreement:

(i) all your rights under this Agreement immediately terminate;

(ii) you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;

(b) Post-Termination Assistance. Unless we terminate your use of the Service Offerings pursuant to Section 9.2(b), during the 5 days following termination:

(i) we will not automatically erase any of Your Content as a result of the termination;

(ii) you may retrieve Your Content from the Services only if you have paid any charges for any post-termination use of the Service Offerings and all other amounts due; and

(iii) we will provide you with the same post-termination data retrieval assistance that we generally make available to all customers. Any additional post-termination assistance from us is subject to mutual agreement by you and us.

11. EXCLUSION OF WARRANTIES

11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 14, SHALL EXCLUDE OR LIMIT CODAPHONE'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE CODAPHONE SERVICE IS AT YOUR SOLE RISK AND THAT THE CODAPHONE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

11.3 CODAPHONE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE CODAPHONE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CODAPHONE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE CODAPHONE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE CODAPHONE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE CODAPHONE SERVICES WILL BE ACCURATE.

12. LIMITATION OF LIABILITY

12.1 SUBJECT TO SECTION 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CODAPHONE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

12.2 THE LIMITATIONS ON CODAPHONE'S LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT CODAPHONE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. Indemnification

13.1 You agree to hold harmless and indemnify Codaphone, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Codaphone and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Codaphone Services, (c) your violation of applicable laws, rules or regulations in connection with the Codaphone Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Codaphone will provide you with written notice of such claim, suit or action.

14. Copyright Policy

14.1 You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices"). It is Codaphone's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice.

15. Other Content

15.1 The Codaphone Services may include hyperlinks to other web sites or content or resources or email content. Codaphone may have no control over any web sites or resources which are provided by companies or persons other than Codaphone.

15.2 You acknowledge and agree that Codaphone is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

15.3 You acknowledge and agree that Codaphone is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

16. Changes to the Terms

16.1 Codaphone may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.

16.2 You understand and agree that if you use the Codaphone Services after the date on which the Terms have changed, Codaphone will treat your use as acceptance of the updated Terms.

17. General Legal Terms

17.1 The Terms constitute the whole legal agreement between you and Codaphone and govern your use of the Codaphone Services (but excluding any services which Codaphone may provide to you under a separate written agreement), and completely replace any prior agreements between you and Codaphone in relation to the Codaphone Services.

17.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

17.3 If Codaphone provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

17.4 You agree that Codaphone may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Codaphone Services. By providing Codaphone your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

17.5 You agree that if Codaphone does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Codaphone has the benefit of under any applicable law), this will not be taken to be a formal waiver of Codaphone's rights and that those rights or remedies will still be available to Codaphone.

17.6 Codaphone shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

17.7 The Terms, and your relationship with Codaphone under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Codaphone agree to submit to the exclusive jurisdiction of the courts located within the county of Los Angeles, California to resolve any legal matter arising from the Terms.

17.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Codaphone Services upon written notice to the assigning party.