Welcome to Codelita’s (the “Company”, “we”, “us”,“our”) Terms of Service (”Terms”). For purposes of these Terms, “Site” or “Website” refers to Codelita LLC’s website, which can be accessed at www.codelita.com. “Service” refers to the Company’s services accessed via the Site or through our application (the “App”) on your device, in which users can learn programming. “You” refers to you, as a user of our Site or our Service.

These Terms are a legally binding contract between you and Codelita. Please review the following terms carefully. By accessing or using the Service, you signify your agreement to these Terms. You must agree to and accept the Terms in their entirety, or you don’t have the right to access or use the Services in any manner. These Terms apply to all visitors, users, and others who access or use the Services.

Your access or use of the Services in any way means that you agree to these Terms, and these Terms will remain in effect while you access or use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy (www.codelita.com/docs/privacy), Cookie Policy (www.codelita.com/docs/cookie), and Copyright Policy (www.codelita.com/docs/copyright). If you disagree with any part of these Terms, then you may not access or use the Services.

ARBITRATION NOTICE AND CLASS ACTION WAIVER:

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. USE OF OUR SERVICE

   Codelita provides an online interactive platform for learning programming. The Service is intended for personal, non-commercial, and educational purposes only. While we do our best to provide quality content and a state-of-art experience for learners, the service is AS-IS, without any WARRANTY to be error-free, uninterrupted, or accurate. Please read the corresponding sections in this agreement properly.

   1. CODELITA SERVICE

      Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Codelita reserves all rights not expressly granted herein in the Service and the Codelita Content (as defined below).

      Codelita may terminate this license at any time for any reason or no reason.

   2. PRIVACY POLICY

      The Company respects the privacy of its Service users. Please refer to the Company’s Privacy Policy (found here: www.codelita.com/docs/privacy) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to the Privacy Policy as well as these Terms of Service.

   3. SECURITY POLICY

      Codelita cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

   4. ELIGIBILITY
      1. Age Restrictions.

         You need to be at least 13 years old to register for and use the Service. The Children’s Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to register for or otherwise use the Services or send us any personal information.

         If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at legal@codelita.com.

         If you are less than 18 years of age and would like to register to use any part of the Services, please ask your parent or legal guardian to review and agree to these terms before you use any part of the Services, or ask them to complete the purchase or registration on your behalf.

   5. CODELITA ACCOUNTS

      Your Codelita account gives you access to the services and functionality that we may establish and maintain from time to time and at our sole discretion.

      1. Account Access.

         When you sign up for the Service, you will create a personalized account that includes a unique username and a password to access the Service and to receive messages from the Company.

         You agree to notify us immediately of any unauthorized use of your password and/or account. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account. You must notify Codelita immediately of any breach of security or unauthorized use of your account. The Company will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your member name, password and/or account.

      2. Account Name.

         In order to use our service, you need to select a username and/or nickname. You do not have the right to use a name that you do not have the right to use, or is illegal, offensive, or in violation of our Terms. You do not have the right to use another person's name with the intent to impersonate that person.

      3. Account Information.

         You may control your User profile and how you interact with the Service by changing the settings on your “account settings” page.

         You agree to maintain accurate account information. Failure to maintain an up-to-date account may result in your inability to use our Services and/or termination of your use of the Services. You are solely responsible for all activity that occurs on your account.

      4. Account Communications.

         By providing Codelita your email address you consent to our using the email address to send you Service-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, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt-out or change your preferences on your “account settings” page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Opting out may take up to 3 days to be effective.

      5. Account Interactions.

         You are solely responsible for your interactions with other Codelita Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Codelita shall have no liability for your interactions with other Users, or for any User’s action or inaction.

      6. Account ownership.

         You may not transfer your account to anyone else without our prior written permission.

      7. Third-Party Services.

         By connecting to Codelita with a third-party service (for example, Google), 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.

   6. SERVICE RULES

      You agree that by using our Services you have agreed to these Terms and understand your obligations herein and pursuant to the Privacy Policies. You further agree that you are authorized to use our Services and are using them for your sole benefit.

      1. Service Restrictions.

         You agree that you will not under any circumstances:

         1. access the Service for any reason other than your personal, non-commercial use solely as permitted by the normal functionality of the Service;
         2. collect or harvest any personal data of any user of the Site or the Service;
         3. engage in copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
         4. bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
         5. use the Site or the Service for the solicitation of business in the course of trade or in connection with a commercial enterprise or commercial solicitation;
         6. use the Service for any unlawful purpose or for the promotion of illegal activities;
         7. transmit spam, chain letters, or other unsolicited emails;
         8. attempt to, or harass, abuse, or harm another person or group;
         9. use another user’s account without permission;
         10. intentionally allow another user to access your account;
         11. provide false or inaccurate information when registering an account;
         12. impersonate another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
         13. interfere or attempt to interfere with the proper functioning of the Service
         14. interfere with the proper working of the Service;
         15. access any content on the Service through any technology or means other than those provided or authorized by the Service;
         16. use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Codelita servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Codelita grants the operators of public search engines revocable permission to use spiders to copy materials from codelita.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Codelita retains the right to revoke this permission at any time on a general or specific basis);
         17. make any automated use of the Site, the Service or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
         18. bypass any robot exclusion headers or other measures we take to restrict access to the Service, or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;
         19. circumvent, disable or otherwise interfere with any security-related features of the Service or features that prevent or restrict use or copying of content, or enforce limitations on use of the Service or the content accessible via the Service; or
         20. publish or link to malicious content of any sort, including that intended to damage or disrupt another user’s browser or computer.

         A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

      2. Service Purpose and Intention.

         Codelita operates as an educational platform. In the event that we determine a user's purpose for utilizing our services is for learning or engaging in activities of a harmful or malicious nature, such as, but not limited to, hacking or involvement in any unlawful actions, we retain the right to terminate the provision of our services without delay or prior notice.

   7. SERVICE SUSPENSION AND TERMINATION

      We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, the Privacy Policy, any laws, or for no reason. You may or may not be notified of the termination at our discretion.

      Upon termination for any reason or no reason, you continue to be bound by these Terms. The Service may not be available to any Users previously removed from the Service by Codelita.

2. USER CONTENT

   When you create your own personalized account, you may be able to provide, submit, post, display, or otherwise make available on the Service information such as, but not limited to, username, nickname, comments, questions, inputs, answers, and codes (collectively referred to as “User Content”) to the Service.

   You are solely responsible for the User Content that you post, upload, link to, or otherwise make available via the Service. Codelita has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

   1. POSTING AND CONDUCT RESTRICTIONS

      You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. The Company, however, reserves the right to remove any User Content from the Service at its sole discretion.

      We grant you permission to use and access the Service, subject to the following express conditions surrounding User Content. You agree that failure to adhere to any of these conditions constitutes a material breach of these Terms.

      1. User Content Restrictions.

         By transmitting and submitting any User Content while using the Service, you agree that you will not post any information that:

         1. is malicious, libelous, false, or inaccurate;
         2. 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;
         3. seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise;
         4. may constitute or contribute to a crime or tort;
         5. contains any information or content that we deem to be unlawful, harmful, abusive, racially, sexually, religiously, or ethnically offensive, obscene, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable and offensive;
         6. 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);
         7. contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
         8. contains any information or content that you know is not correct and current
         9. violates any school or other applicable policy, including those related to cheating or ethics.

         Codelita reserves the right, but is not obligated, to reject and/or remove any User Content that Codelita believes, in its sole discretion, violates these provisions.

      2. User Content Responsibilities.

         By transmitting and submitting any User Content while using the Service, you also understand and agree that:

         1. You are solely responsible for your account and the activity that occurs while signed in to or while using your account. Any liability, loss, or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.
         2. You affirm, represent, and warrant your User Content and Codelita use thereof as contemplated by this Agreement, and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights. You will not submit content that is copyrighted or subject to third-party proprietary rights, including privacy, publicity, trade secret, or others, unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content.
         3. You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
         4. Publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

         We have the right to determine whether your User Content submissions are appropriate and comply with these Terms, remove any and/or all of your User Content, and terminate your account and User Content with or without prior notice.

         Codelita takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. Codelita reserves the right, but is not obligated, to reject and/or remove any User Content that Codelita believes, in its sole discretion, violates these provisions.

      3. User Content Misuse and Monitoring.

         Codelita is not responsible for any public display or misuse of your User Content.

         The Site does not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service or with other Users.

         You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Codelita shall not be liable for any damages you allege to incur as a result of User Content.

   2. LICENSE GRANT

      By creating and/or posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.

      Codelita may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise. You agree that all User Content is our sole and exclusive property. We may use all User Content for any purpose, including for commercial or promotional use without restriction or compensation to you. Codelita is not liable for any loss and/or damage to your User Content, and may remove any and/or all of your User Content with or without prior notice. You are solely responsible for creating and/or maintaining a back-up of your User Content.

   3. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

      We respect the intellectual property rights of others and require that the users do the same. Pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512(i) of the United States Copyright Act) (“DMCA”), we have adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are repeat infringers.

      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.

      For more information about our copyright policy, and how to contact us, visit our dedicated document at www.codelita.com/docs/copyright.

      Please note that the procedure in place is exclusively for notifying Codelita and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Codelita’s 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.

      We may terminate access for participants or users who are found repeatedly to provide or post protected third-party content without necessary rights and permissions.

   4. YOUR SUGGESTIONS, IDEAS, AND FEEDBACK

      You may choose to or we may invite you to submit feedback, comments, or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”).

      By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Codelita under any fiduciary or other obligation, and that we are free to use the Ideas without any additional compensation or attribution to you, and/or to disclose the Ideas on a non-confidential basis or otherwise to anyone.

      You further acknowledge that, by acceptance of your submission, Codelita does not waive any rights to use similar or related ideas previously known to Codelita, or developed by its employees, or obtained from sources other than you.

3. OUR CONTENT

   "Content" means all software, communications, images, sounds, and material perceived or made available from the Applications. Unless otherwise specified in writing, all of our content is owned, controlled, or licensed by us. Content means all software, images, questions, solutions, or any material associated with the service and website. All content is copyrighted under the United States copyright laws and/or similar laws of other jurisdictions, protecting it from unauthorized use.

   While we strive to provide quality content to our users, the Service is “AS IS” with no warranty. Please read the “WARRANTY DISCLAIMER” and “LIMITATION OF DAMAGES; RELEASE” sections carefully.

   1. ONLINE CONTENT DISCLAIMER

      Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by the Site, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.

      We do not guarantee the accuracy, completeness, or usefulness of any information on the Site or the Service nor do we adopt nor endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by other parties. We take no responsibility and assume no liability for any User Content that you or any other user or third party posts or sends via the Service. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to users.

      Though we strive to enforce these Terms of Service, you may be exposed to User Content that is inaccurate or objectionable when you use or access the Site or the Service. We reserve the right, but have no obligation, to monitor the materials posted in the public areas of the Site or the Service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms of Service or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. E-mails and messages sent between you and other users that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law.

      The Company shall have the right to remove any material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State, and local law. If you become aware of misuse of our Service or violation of these Terms of Service, please contact us at support@codelita.com.

   2. LINKS TO OTHER SITES AND/OR MATERIALS

      As part of the Service, we may provide you with convenient links to third-party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Materials, Applications, Software, or Content”). These links are provided as a courtesy to Service subscribers.

      We have no control over Third Party Sites or Third Party Materials, Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Materials, Applications, Software or Content. Such Third-Party Sites and Third Party Materials, Applications, Software or Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Materials, Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Materials, Applications, Software or Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Site or any Third Party Materials Applications, Software, or Content does not imply our approval or endorsement.

      If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Materials, Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies, including these Terms, no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site or relating to any applications you use or install from the Third Party Site.

   3. INTELLECTUAL PROPERTY

      For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

      You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks, and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms.

   4. LICENSED CONTENT TO USER
      1. Supplemental Codes.

         For any purpose, including but not limited to testing, improving the functionality, enhancing the interactivity, or generating a renderable output, we may supplement the content provided by the user with Supplemental Codes by Codelita. An example of that is when the user’s code is just the logic in JavaScript, and we add the HTML code, CSS code, and further JavaScript content to make it a runnable mini-game in the browser of desktop, PC, or mobile devices.

         Any part of a work that is not explicitly authored by the user, and doesn’t have any explicit license from a third party, is considered Supplemental Code by Codelita. Supplemental Codes are considered the property of Codelita and Codelita expressly reserves all rights with respect to the Supplemental Code and any work containing the Supplemental Code.

         During the usage of our Service, Codelita grants users a Creative Commons Attribution-NonCommercial-NoDerivatives 4.0 International Public License (also known as CC BY-NC-ND 4.0) for the Supplemental Codes used in that project. The user may not use Codelita’s material for commercial purposes; the user cannot redistribute the materials if the user modifies them; and the user must give appropriate credit to Codelita, provide a link to the license, and indicate if changes were made. A copy of the CC BY-NC-ND 4.0 license can be found at https://creativecommons.org/licenses/by-nc-nd/4.0/legalcode.

         Supplemental Code is AS IS, and the sections WARRANTY DISCLAIMER and LIMITATION OF DAMAGES; RELEASE of these Terms apply to Supplemental Code.

      2. Published Contents to the Public.

         The product of an exercise, task, test, homework, or project made using the Service can be published to the public on Codelita’s platform. This product, called Published Content, can be visible to the public and can be shared and linked from other mediums, including but not limited to, social networks.

         Published Content can contain the code originally authored by the user in Codelita’s platform (referred to as User Content) as well as the code that Codelita has added to the User Content (referred to as Supplemental Codes), for any purpose, including but not limited to giving functionality and enhancing the usability.

         Unless explicitly specified otherwise, the Published Content is licensed under Creative Commons Attribution-NonCommercial-NoDerivatives 4.0 International Public License (also known as CC BY-NC-ND 4.0). A copy of the license can be found at https://creativecommons.org/licenses/by-nc-nd/4.0/legalcode.

         Users may copy and redistribute their work in any medium or format. However, under the CC BY-NC-ND 4.0 license, if a user makes any modification to the Published Content, the user is not allowed to redistribute the Published Content without explicit permission from Codelita. Removing any footprint, attribution, or licensing notes from the Published Content is also considered modification, and therefore is not permitted.

         Published Content is AS IS, and the sections WARRANTY DISCLAIMER and LIMITATION OF DAMAGES; RELEASE of these Terms apply to Published Content.

   5. ABOUT OUR SLOGAN / TAGLINE “ANYONE CAN CODE”

      While Codelita’s slogan/tagline is “Anyone Can Code” and we claim it to be the goal of our company’s mission, there is no legal binding, obligation, or warranty provided by Codelita concerning that. Our Services are AS-IS and the slogan/tagline “Anyone Can Code” is not a representation, warranty or obligation of Codelita.

   6. WARRANTY DISCLAIMER

      USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

      WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

      WE MAKE NO WARRANTY THAT

      1. THE SERVICES OR ANY PRODUCTS PURCHASED THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS;
      2. THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR
      3. THAT THE SERVICE WILL BE ERROR-FREE OR THAT WE WILL FIX ANY ERRORS.

      ANY MATERIALS OBTAINED THROUGH USE OF THE SERVICES ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE SERVICES OR ANY CONTENT OBTAINED FROM THE SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.

      TO THE FULLEST EXTENT PERMITTED UNDER LAW, WE HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR ANY CONTENT PROVIDED BY OR THROUGH THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

      THE FOREGOING LIMITATION APPLIES TO DAMAGES ARISING FROM

      1. YOUR USE OR INABILITY TO USE OUR SERVICES;
      2. COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS OR SERVICES PURCHASED THROUGH OR FROM OUR SERVICES;
      3. THIRD-PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICES; OR
      4. ANY OTHER MATTER RELATING TO THE SERVICES.

      CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY AND THE LIABILITY OF EACH OF OUR OFFICERS, MANAGERS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF $50.

      CODELITA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CODELITA SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CODELITA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

   7. LIMITATION OF DAMAGES; RELEASE

      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CODELITA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL CODELITA BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODELITA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY

      1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
      2. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE;
      3. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN;
      4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE;
      5. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY;
      6. 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 SERVICE; AND/OR
      7. USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

      IN NO EVENT SHALL CODELITA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CODELITA HEREUNDER OR $50.00, WHICHEVER IS GREATER.

      THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CODELITA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

      SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

      If you have a dispute with one or more users while using the Service, you release us (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

      1. California Residents.

         If you are a California resident using the Service, you may specifically waive California Civil Code § 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

      2. Non-United States Residents.

         The Service is controlled and operated from facilities in the United States. Codelita makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.

4. MOBILE SOFTWARE
   1. MOBILE SOFTWARE USAGE

      We may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device with access to the Internet. Codelita does not warrant that the Mobile Software will be compatible with your mobile device.

      Codelita hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Codelita account on one mobile device owned or leased solely by you, for your personal use.

      You may not:

      1. modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law;
      2. rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time-sharing or similar services for any third party;
      3. make any copies of the Mobile Software;
      4. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or
      5. delete the copyright and other proprietary rights notices on the Mobile Software.

      You acknowledge that Codelita may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that the terms and conditions of this Agreement will apply to all such upgrades.

      Any third-party code that may be incorporated in the Mobile Software 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 Software or any copy thereof, and Codelita or its third-party partners or suppliers retain all rights, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in this Agreement, is void. Codelita reserves all rights not expressly granted under this Agreement.

   2. MOBILE SOFTWARE FROM ITUNES OR THE APP STORE

      The following applies to any Mobile Software you acquire or download from the iTunes Store or the App Store provided by Apple (“iTunes-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and the Company, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-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 iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-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 this Agreement and any law applicable to the Company as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to the Company as provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, the Company, 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 this Agreement. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Software against you as a third-party beneficiary thereof. Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using iTunes-Sourced Software.

   3. MOBILE SOFTWARE FROM GOOGLE PLAY STORE

      The following applies to any Mobile Software you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and the Company 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) the Company, and not Google, is 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 the Company’s Google-Sourced Software.

   4. USERS OUTSIDE THE U.S.

      If you are using the Mobile Software outside the U.S.A., then the following shall apply: you confirm that this Agreement and all related documentation is and will be in the English language; you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Mobile Software or any services accessed or used in connection with the Mobile Software, and you represent that you have complied with any regulations or registration procedures required by the applicable law to make this license enforceable.

5. PAID SERVICES

   Certain aspects of the Service may be provided for a fee or other charge.

   If you elect to use paid aspects of the Service, you agree to the pricing and payment terms, as we may update them from time to time.

   1. CHANGES TO SERVICES, FEATURES, AND/OR PRICING

      Codelita may add new services for additional fees and charges, or amend fees and charges for existing services, at any time at its sole discretion.

      Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement or otherwise.

      All payments made by you to Codelita are non-refundable.

      Codelita reserves the right to terminate any Services and / or your account without prior notice.

   2. BANKING ACTIVITIES

      We utilize third-party services for the purposes of processing any funds as part of our services. We do not track or retain any information regarding the use of your banking information including but not limited to user names and passwords. We do not accept any liability or security for the use of our services as it relates to the protection of your banking information.

      Although we strive to protect your information, you use our services AS IS and accept all liability and risk of using our services and third-party services. You have the sole responsibility of ensuring that you take necessary precautions to protect your private information.

   3. AUTOMATIC RENEWAL

      Codelita subscriptions renew automatically using the payment details on file for your account. If you purchase a subscription with automatic renewal, you acknowledge and agree that we are authorized to use the payment information on file for the renewal fee. Until you cancel, your subscription will renew monthly or annually on the same day of the month or year, respectively, as the date you made your initial purchase and the payment information on file will be billed for the then-current subscription fee. This purchase date will be included on your subscription confirmation receipt that will be emailed to you at the email you provide.

      You may cancel your subscription at any time from within the Manage Subscription section of your Account Settings. This will stop future subscription charges from accruing to your account.

   4. NO REFUNDS

      You may cancel your Codelita account at any time; however, there are no partial or pro-rata refunds for cancellation. If you cancel your subscription, the cancellation will be effective at the end of the current monthly or annual billing period; you will have continued access to your subscription for the remainder of that period, but you will not receive a refund.

      Codelita may offer partial, pro-rata refunds for Codelita’s early suspension, termination, or cancellation of a paid program, where the pricing and payment terms for the specific Codelita program expressly state that such refunds are available in such scenarios and/or as required by law. In the event that you cancel your account or Codelita suspends or terminates your account under this Agreement for your breach of these Terms, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

   5. FREE TRIALS

      Codelita may offer a free trial of our Service to new and eligible returning subscribers, subject to specific terms explained during your free trial sign-up. To avoid being charged during a free trial promotion, you must cancel your subscription before your free trial ends. You can view the details of your free trial on your Codelita Account Settings page. Codelita reserves the right to determine eligibility for free trials, which may vary based on factors including the subscription selected and how recently you redeemed a free trial. Certain limitations may also exist with respect to combining free trials with any other offers.

      If you do not cancel prior to the end of your free trial period, the payment method provided at sign-up will be automatically billed for the applicable subscription fee. If you wish to avoid charges to the payment information that you have on file, you must cancel your subscription prior to the end of the seven (7) day period beginning at the time that you began your free trial. You may cancel your subscription at any time as described in the “Cancellations” section of these Terms.

   6. COUPONS, PROMOTIONS, AND COMPLEMENTARY BENEFITS

      Codelita may offer promotions, coupons, and complementary benefits to new and eligible returning users, subject to specific terms explained in the promotion.

      Each coupon is identified by a code and pertains to different offers. The claimant can apply the code during the subscription phase. If the claimant fails to enter the coupon code at the time of purchase as specified, the purchase will not be eligible for the discount. Discounts may not be claimed after confirmation of a claimant's purchase.

      You are not allowed to share the coupon with other users or publicly on the Internet unless explicitly stated by the offer. The coupon code may be limited to a single user. Sharing that code can result in the breach of these Terms and termination of your account.

      Coupons are not transferable and are not redeemable for cash and cannot be combined with any other coupons or any other offer or discounts or promotions offered by Codelita. Unless otherwise specified, coupons cannot be applied to existing subscriptions, and/or renewals.

      Each coupon is valid for a limited time only and expires on the date specified in the email sent to the claimant by Codelita. The coupon is not necessarily valid for all periods of the year. There may be periods, particularly during the seasons, for which the coupon may not be usable. If a coupon is used and the subscription (in accordance with the cancellation policy) is canceled or terminated at a later stage by the claimant, the coupon will no longer be valid.

      Coupons cannot be replaced if emails are deleted by the claimant. Codelita shall not be liable for any loss, damage or injury suffered or sustained (even if caused by negligence) as a result of accepting and/or using the coupon, except for any liability which cannot be excluded by law. Codelita accepts no responsibility for late, lost, or misdirected email or other communications. Codelita assumes no responsibility for any failure to receive a claim or for inaccurate information or for any loss, damage, or injury as a result of technical or telecommunications problems, including security breaches. If such problems arise, then Codelita may modify, cancel, terminate or suspend the coupon.

      Codelita reserves the right to discontinue any coupon at any time.

      Complementary benefits awarded by Codelita, including but not limited to scholarship programs, are not transferable, redeemable, stackable, and cannot be combined with any other coupons or any other offer or discounts or promotions offered by Codelita.

      Codelita reserves the right to reject any request or application for complementary benefits, including but not limited to its scholarship program, at its sole discretion, without any notice or explanation. Codelita reserves the right to discontinue, withdraw, stop, or revoke any complementary benefit to any user at any time and without any explanation or prior notice.

   7. CANCELLATIONS

      You can cancel your subscription at any time by logging into your Codelita account on the Codelita site and following the instructions on the Manage Subscription section of your Account Settings page.

      You must cancel your subscription prior to your next recurring billing date in order to avoid being charged. If you cancel your subscription, you will continue to have access to the Service through the end of your current billing period, but will not receive a refund. Canceling your subscription will not completely delete your account from our Service. You may choose to delete your account, but you will not be able to recover data from your former account at a later date if you do so.

   8. PAYMENT INFORMATION; TAXES

      All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current.

      You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred.

      You will pay any applicable taxes relating to any such purchases, transactions or other monetary transaction interactions.

   9. TERMINATION POLICY

      Codelita may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that Codelita determines, in its sole discretion, violates Codelita’s Terms of Service or the rights of Codelita or is otherwise inappropriate. Without limitation, Codelita may deny you access to the Services or terminate your Codelita account, without providing any refund.

      All fees paid or accrued in connection with any Services are non-refundable, and Codelita will not prorate any fees paid for a subscription that is terminated before the end of its term.

   10. ACCOUNT DELETION

       You can initiate an Account Deletion request by logging into Codelit platform and going to Settings > Accounts Settings page. Account Deletion can also be initated by Codelita, e.g. in case of a Termination as stated above.

       Once the Account Deletion process is initated, an attempt for deleting your Personal Data (as defined in our Privacy Policy, available at www.codelita.com/docs/privacy) will be made. It may take up to 7 days for the account completion to complete. Once the Account Deletion is completed:

       1. You will not be able to log into Codelita website, app, etc.
       2. You will not have access to the Codelita service, whether or not you had any free, compensated, granted, or paid access.
       3. You will not be able to retrieve the personal information, registration records, transaction records, user-generated data, codes, submissions, rewards, promotions, subscriptions, or historical information under the account.

       Notwithstanding anything to the contrary in this agreement, Codelita shall be entitled to:

       1. retain any back-up, logs, or archival copies;
       2. retain any data as required to comply with any applicable law;
       3. retain and process certain de-identified data relating to your use of the Services for benchmarking, business continuity practices, and/or product development purposes; and
       4. maintain certain account information for its accounting, financial, and bookkeeping purposes.

       If your account deletion causes any loss to Codelita, you shall compensate for the loss and exempt Codelita and its directors, employees, agents, partners, and suppliers from any third-party liabilities arising therefrom.

6. GOVERNING LAW AND ARBITRATION
   1. GOVERNING LAW

      You agree that:

      1. the Service shall be deemed solely based in California; and
      2. the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Codelita, either specific or general, in jurisdictions other than California.

      This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.

      Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

      You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain 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 our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

   2. ARBITRATION AND DISPUTE RESOLUTION

      READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CODELITA.

      In the unlikely event that Codelita has not been able to resolve a dispute it has with you after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any Codelita claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Judicial Mediation and Arbitration Services (“JAMS”) under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.

      The arbitration will be conducted in San Francisco, California unless you and Codelita agree otherwise. You agree that the arbitrator shall administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure and the California Evidence Code, and that the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to rules of conflict of law. To the extent that the JAMS Rules conflict with California law, California law shall take precedence. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Codelita from seeking injunctive or other equitable relief from the courts as necessary to protect any of Codelita proprietary interests.

      Except as otherwise provided by law, the arbitrator shall be the sole, exclusive, and final remedy for any dispute between you and us. Neither you nor we will be permitted to pursue court action regarding claims that are subject to arbitration.

      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 WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CODELITA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

      YOU AGREE THAT ANY LEGAL CLAIM AGAINST US MUST BE FILED WITHIN SIX MONTHS AFTER THE EVENT THAT GAVE RISE TO YOUR LAWSUIT OTHERWISE, YOUR LAWSUIT WILL BE PERMANENTLY BARRED.

7. COMMUNICATIONS
   1. NOTIFICATION PROCEDURES AND CHANGES TO THE AGREEMENT

      Codelita 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 Codelita in our sole discretion. Codelita reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt-out of certain means of notification as described in this Agreement.

      Codelita is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Codelita may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically.

   2. USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

      For contractual purposes, you:

      1. consent to receive communications from us in an electronic form via the email address you have submitted; and
      2. agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.

      The foregoing does not affect your non-waivable rights.

      We may also use your email address to send you other messages, including information about the Site or the Service and special offers. You may opt-out of such email by changing your account settings, using the “Unsubscribe” link in the message, or by sending an email to support@codelita.com. Opting out may prevent you from receiving messages regarding the Site, the Service or special offers.

      Please note that unsubscribing from marketing emails may take up to 3 days to be effective.

   3. EMAIL MAY NOT BE USED TO PROVIDE NOTICE

      Communications made through the Service’s email and messaging system will not constitute legal notice to the Site, the Service, or any of its officers, employees, agents, or representatives in any situation where legal notice is required by contract or any law or regulation.

      For legal notices please mail us at Codelita LLC, 235 Westlake Center, #129, Daly City, CA 94015.

8. GENERAL
   1. GENERAL TERMS

      These Terms and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions.

      These Terms constitute the entire agreement and understanding between you and us with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between you and us.

      YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THE TERMS, AND WILL BE BOUND BY THESE TERMS. YOU FURTHER ACKNOWLEDGE THAT THESE TOGETHER WITH THE PRIVACY POLICY AT www.codelita.com/docs/privacy REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

   2. LANGUAGE

      The governing language of the Service is English. Although Codelita may provide one or more translations for your convenience, the English version shall prevail in the event of any conflict or discrepancy between the English and any other language version of this Agreement.

   3. INDEMNITY

      You agree to defend, indemnify and hold harmless Codelita and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, 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 out of or related to:

      1. your use of and access to the Service, including any data or content transmitted or received by you;
      2. your violation of any provisions of these Terms, including without limitation your breach of any of the representations and warranties above;
      3. your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;
      4. your violation of any applicable law, rule, or regulation;
      5. your User Content or any other information or content that is submitted via your account including without limitation misleading, false, or inaccurate information;
      6. negligent or willful misconduct; or
      7. any other party’s access and use of other appropriate security code.
   4. FORCE MAJURE

      We shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of us, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond our control such as acts of God, war, pandemics, epidemics, riots, fire, floods, natural disaster, extreme weather, criminal activity, accident, alien invasion, an act of government or terrorism, embargoes, network infrastructure failures, strikes, disruptions in communications including wireless and telecommunication, or any other disruption to our abilities to provide our Services to the extent that the disruption is beyond our control.

   5. ENTIRE AGREEMENT/SEVERABILITY

      These Terms, together with any amendments and any additional agreements you may enter into with Codelita in connection with the Service, shall constitute the entire agreement between you and Codelita concerning the Service.

      If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect..

   6. NO WAIVER

      No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and Codelita’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

   7. DELEGATION RIGHTS

      We may assign or delegate these Terms and/or our Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you is void.

   8. INJUNCTIVE RELIEF

      You acknowledge and agree that your breach or threatened breach of these Terms shall cause Codelita irreparable damage for which recovery of money damages would be inadequate and that Codelita, therefore, may seek timely injunctive relief to protect its rights under these Terms in addition to any and all other remedies available at law or in equity.

   9. GOVERNMENT USE RIGHTS

      This Service is developed and maintained by private financing and constitutes a “Commercial Item,” as that term is defined at 48 C.F.R. § 2.101. If the Service is licensed to the United States government or any agency thereof, then the Service 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 Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms.

   10. SUPPLEMENTAL TERMS

       Supplemental terms and conditions may apply to some Services, such as rules for a particular competition, promotion, service, or other activity, or terms that may accompany certain content accessible through the Services. Supplemental terms and conditions will be disclosed to you in connection with such competition, service, or activity. Any supplemental terms and conditions are in addition to these Terms and, in the event of a conflict, prevail over these Terms.

   11. NO SUPPORT

       These Terms do not entitle you to receive from Codelita, or its licensors any hard-copy documentation, support, telephone assistance, maintenance, or enhancements or updates to the Site, the Service, or the Mobile Software.

   12. MODIFICATION OF TERMS OF SERVICE

       We can amend these Terms at any time and will update these Terms in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in these Terms. Your continued use of the Site or the Service signifies your agreement to our revisions to these Terms.

       When we change these Terms in a material manner, we will update the “last modified” date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms.

       We may endeavor to notify you of material changes to the Terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current.

       Any changes to these Terms (other than as set forth in this section) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.

       If you do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the Service.

   13. SURVIVAL OF TERMS

       These Terms continue to apply, even after you close your account or cease using the Service.