terms of service
The following are the terms and conditions for use of the CodeMonkey Studios Ltd.'s application website, services and the Software (as defined below) provided for the application, website and services related thereto. Please read them carefully.
1. Registration, User Account, Password, Security and Eligibility
You must provide truthful, accurate, and current information about yourself (including your email address) during the registration and account signup process (the “Registration Data”), and maintain and update your Registration Data so that it remains at all times accurate, current and complete. The truthfulness, and accuracy of such information, is at your sole responsibility.
As part of the account set-up and registration process, you will choose a login and a password. You will be solely responsible for maintaining the confidentiality and use of your password, and agree not to transfer your use of, or access to, the Service to any third party. You are fully and solely responsible for any and all activities that occur through your account. You may only use your account to access the Service, and any use of another’s user’s account may lead to revocation of your account. We cannot and will not be liable for any loss and/or damage resulting from any use of your account which is unauthorized. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security, and to simultaneously reset your password.
If you are a school, or a representative of a school (e.g. a teacher), wishing to use the Service for the benefit of your students, and you want to allow your students to use the Service, please ensure that you comply with the following guidelines and instructions:
(i) You are responsible to open and maintain the accounts for your students. We strongly recommend not to use your students’ personal information (e.g. full name) when creating their accounts.
(ii) By submitting your students’ information to CodeMonkey, you expressly grant, and you represent and warrant that you have all rights necessary to grant to us a non-exclusive, royalty-free, worldwide license, during the term of these Terms, to use, transmit, distribute, modify, reproduce, display, create derivative works of, and store the student’s data (and all User Content), as detailed in these Terms, and specifically, for the purposes of (i) providing the Service as contemplated in these Terms, and (ii) enforcing our rights hereunder.
If you are a child under the age of 13, we may need the consent of your parents or legal guardian prior to allowing you to use the Service. In addition, you may not be able to register to the Website or the App and/or to use all the features of the Service.
2. Nonexclusive License to the Service
Subject to and conditioned upon your acceptance of these Terms and your ongoing compliance with these Terms, we grant to you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely for your own personal use. Please note that certain content and features of the App will only be available for subscribed users who have paid a license Fee in accordance with Section 7 below.
Your license of, use of and access to the Service is conditioned upon your compliance with these Terms, including without limitation, the following Rules of Conduct.
3. Rules of Conduct
You may not use the Service for any illegal or unauthorized purpose, nor violate any applicable laws (including, but not limited to, copyright and privacy laws). You are solely responsible for any and all activities that relate to your account. Without derogating of the above, you may not use the Service in connection with any content (“Account Content”) that is illegal (in any applicable jurisdiction), or may infringe or promote the infringement of any copyright, patent, trademark, service mark, trade secret, moral right, or other intellectual or proprietary right of any party. We may terminate your access to and use of the Service immediately if you fail to comply with the above rules.
You will not, nor will you allow any third party to: (i) copy, distribute, modify, adapt, translate or otherwise create derivative works of the Service in any medium; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service, or the software used by us to operate the Service, the Website or the App, as applicable (collectively the “Software”); (iii) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Software or the Service; (iv) remove any proprietary notices or labels on the Software or placed by the Service; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service. You will use the Software and Service solely for your own internal use, and will not make the Software or Service available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in your use of and access to the Software and Service. The license will expire immediately upon failure to comply with these Terms. Upon such expiration, you must destroy all originals and copies of the Software and so certify in writing to us within 5 business days of termination and cease any further use of the Service; or (iv) access or attempt to access any content on the App which is not available to you based on your subscription to the Services.
4. Intellectual Property Policy
The Service and the Software and all Intellectual Property Rights in the Service and Software are, and shall remain, our exclusive property. All rights in and to the Service and Software are hereby expressly reserved and retained by us without restriction, including, without limitation, our right to sole ownership of the Software and documentation, logos, trademarks, images, text, graphics, illustrations, audio, videos, music and trade secrets. You are only granted a limited license to access and use the Service as detailed in Section 2 above.
“CodeMonkey”, ”The CodeMonkey Research Facility”, the Company’s logo and other graphics, logos, and service names are trade-names and trademarks of the Company. Such trademarks may not be used in connection with any product or service that is not our product, or in any manner that disparages or discredits the Company.
You agree not to (and not to allow any third party to): (a) use the trademarks, trade names, service marks, logos, domain names and other proprietary rights associated with the Service for any purpose without our express written consent; (b) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other proprietary rights associated with the Company; or (c) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service or the Software.
Any ideas, requests, feedbacks, recommendations, error and bug reports, comments, concepts, additional features and other requests or suggestions (collectively “Ideas”) that you may provide us will be owned by us. You hereby irrevocably assign and transfer any Intellectual Property Rights in such Ideas to us, free of charge. You agree that the same will automatically become our property and that we shall be entitled to use, exploit, implement, adapt, develop, copy, reproduce, publish, license or assign the rights to such materials and Ideas without any obligation to make any royalty or other payment to you, and without any obligation of credit or notice to you. If you intend to retain any Intellectual Property Rights in your Ideas please do not submit them to us without our prior written approval.
You authorize us to use your company’s name, logo and other applicable trademarks, at any time, for the purpose of referencing you as a customer of the Service or in other promotional marketing materials. If you do not wish to be referenced please contact us.
5. User Content
While using the Service, you agree not to (a) upload, post, process, reproduce, distribute, send or otherwise transfer or make available (collectively “Transmit” and “User Content” respectively) any content that is, in any jurisdiction were so Transmitted, illegal, abusive, obscene, defamatory, inflammatory, libelous, hateful, or racially, ethnically, sexually or otherwise objectionable (including links to other websites showing any of the forgoing); (b) Transmit any User Content that may infringe or promote the infringement of any copyright, patent, trademark, service mark, trade secret, sui generis right, moral right, celebrity right, right of attribution, or other intellectual or proprietary right of any party or any application for any of the forgoing (“Intellectual Property Right”);(c) Transmit any material that contains software viruses, worms, Trojan horses, defects, date bombs, time bombs or any other malicious code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) disrupt or interfere with the security of, or otherwise abuse, the Service, its system resources, accounts, servers, or networks connected to or accessible through the Company or affiliated or linked websites or access, hack or deface any portion of the Company, tamper with or use non-public areas of the Company; (e) Transmit false or misleading information or falsely represent yourself as any other person, or misrepresent yourself as a representative or affiliate of any person or entity or as another client; (f) disrupt or interfere with any other user’s use or enjoyment of the Service or affiliated or linked websites or use the account or password of others; (g) Use any information obtained from the Service in order to harass, abuse, or harm another person; or (h) express or imply that any statements you make are endorsed by us, without our prior written consent; (i) sublicense, sell, lease, or rent the Service, whether or not for consideration; (j) decompile, disassemble, or reverse engineer the Services; (k) sharing of password and/or username and simultaneous access to the Services, via the same password and/or username or otherwise.
You hereby acknowledge that you may only upload User Content that is in formats supported by the Service, as may be presented to you by the Company (as may be amended from time-to-time). User Content in non-supported formats may not display or work properly, and therefore you are required to convert any User Content into a supported format prior to uploading it. We reserve the right, at our sole discretion, to remove any User Content that is in a non-supported format.
Ownership and License in User Content. We do not claim ownership of any copyright in your User Content. You hereby represent towards CodeMonkey that you either own or have sufficient license to upload or use any User Content you upload to the Service. You continue to retain all ownership rights in such User Content. Notwithstanding the foregoing, by Transmitting User Content to the Service, you expressly grant, to CodeMonkey a non-exclusive, perpetual, irrevocable, worldwide royalty-free, sublicensable, transferable, license to use, reproduce, distribute, syndicate, publish, publicly perform, publicly display, modify, translate, edit and make derivative works of all such User Content, in whole or in part, and in any form, media or technology, for use in connection with the Service and our CodeMonkey’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
You hereby acknowledge that we may or may not screen User Content. CodeMonkey and its staff have the right, but no obligation, in its sole discretion, to remove any User Content. With no restriction to the mentioned above, CodeMonkey and its staff have the right to check, deny, or remove any User Content if it violates any of these Terms, or is otherwise objectionable. You agree that you must evaluate the use of any User Content uploaded by another user, and that you are responsible for the associated risks, including, any reliance on the mentioned User Content’s accuracy, completeness, or usefulness.
5.1 DMCA Policy
CodeMonkey respects the intellectual property rights of others and expects you to do the same. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on this site, you may notify our designated copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA) (such act may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf. Upon receipt of such notice as described below, we will take whatever action, in our sole discretion, we deem appropriate, including removal of the challenged content from the web site or any Service. For your complaint to be valid under the DMCA, you must provide us with the following information when providing notice of the claimed copyright infringement:
- Identify the copyrighted work that you claim has been infringed (or a preventative list of the copyrighted works – if multiple copyrighted works are the subject matter of such notice).
- Identify the material or link you claim is infringing (or the subject of infringing activity) and that is to be removed.
- Include the following statements:
- “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.”
- “I hereby state that the information in this notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
- Provide your full legal name and your electronic or physical signature. If you believe in good faith that a notice of copyright infringement has been wrongly filed by CodeMonkey against you, the DMCA permits you to send CodeMonkey a counter- notice. If a counter-notice is received by CodeMonkey, we may send a copy of the counter- notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten business days. Unless the copyright owner files an action seeking a court order against CodeMonkey or the person who has posted allegedly infringing content, the removed content may be replaced, or access to it restored, in ten business days or more after receipt of the Counter-Notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details.
All claims of copyright infringement for the Site should be addressed to: email@example.com
6. Term and Termination; Consequences of Termination
You may cease using the Service at any time. We may terminate, modify or change the Service at any time, and without providing any prior notice. We may cease support and/or distribution of the App at any time, or change the content that is available for each type of subscription or access to the Services, without providing any prior notice. We may also permanently or temporarily suspend and deactivate your account and/or your access to use the Service for any reason (without an obligation to provide you with such reason), and you shall not have any claim, demand or assertion towards us.
Any violation of these Terms may result, inter alia, in termination of your ability to access and use the Service. If you default in the performance of any of your obligations under these Terms we may immediately, without derogating from any other right we may have under these Terms and/or any applicable law, deactivate or suspend your account and/or your access to and use of the Service or any portion thereof and/or terminate these Terms. We shall not be liable to you or to any third-party for any termination of your access to the Service.
Upon expiration or termination of these Terms for any reason, all rights granted to you hereunder shall immediately terminate. The expiration or termination of these Terms shall not relieve you or us of any obligation intended to survive under these Terms including without litigation the obligations specified in Section 4 above.
7. Fees and Payments
If you sign up for a paid subscription plan, you shall pay to the Company in advance the fees detailed under the specific plan (“Fees”). The Fees are for the right to use the Service during the term specified under the specific plan, and do not include any other services. Unless otherwise explicitly detailed in these Terms, all amounts owed to the Company are non-cancellable and Fees paid are non-refundable.
The Fees shall be due and payable immediately and as a condition to commence the use of the Service.
All fees payable hereunder, do not include local, state, or federal sales, use, excise, personal property, VAT or other similar taxes or duties, including, without limitation, any withholding tax, and any such taxes, to the extent legally applicable, shall be borne and paid by you. For the avoidance of doubt, you shall not be responsible for any payment of taxes based on Company’s net income.
Company may use various billing service providers. When using such provider’s services, you agree to follow and comply with the policies of such provider.
You hereby agree to indemnify, defend and hold us, and our directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all damages, costs, expenses, obligations, losses, liabilities and debts related to or arising out of (including reasonable attorneys’ fees): (a) your breach of these Terms; (b) any misuse of your account by you and any third party on your behalf, (c) any breach of your representations and warranties set forth herein; (d) infringement of any third party Intellectual Rights.
9. Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT THE WEBSITE, APP, SERVICE AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SERVICE PROVIDERS, AGENTS, AND SUB-CONTRACTORS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
WE, OUR SERVICE PROVIDERS, AGENTS AND SUB-CONTRACTORS DO NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED AND AVAILABLE EVERYWHERE; OR (C) THAT DEFECTS, IF ANY, WILL BE CORRECTED.
THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SERVICE SHALL BE FOR CODEMONKEY TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE SERVICE.
10. Limitation of Liability
WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE). Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to you. In such jurisdictions, liability is limited to the fullest extent permitted by law.
YOU FURTHER AGREE THAT WE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH LOSS OF DATA, ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, COMMUNICATIONS LINE FAILURE, FILE CORRUPTION, OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF EITHER US OR OUR SUB-CONTRACTORS AND SERVICE PROVIDERS, ALL IN IRRESPECTIVE OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS PAID BY YOU TO US FOR THE SERVICES PROVIDED DURING THE THREE (3) MONTHS PRECEDING THE CIRCUMSTANCES FIRST GIVING RISE TO THE CLAIM OF LIABILITY.
11. Links to Other Resources; Third Party's Products and Services
We may provide hyperlinks to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we shall not be responsible for the availability of such sites or resources, nor shall we be responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. When you access these third-party sites you do so at your own risk, and you should refer to each such website’s individual “Terms of Service” and not rely on these Terms in anyway.
Customer acknowledges that the Service uses and/or contains certain software, products and services which were developed and owned by third parties, the use of which is governed by terms and conditions of such third parties (“Third Party Products and Services”). Accordingly, Customer agrees that we will not be responsible for such Third Party Products and Services nor for any error, malfunction or defect in the Service resulted therefrom.
No waiver by Company of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of these Terms, nor shall any delay or omission on the part of Company to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from these Terms. We may freely assign our rights and responsibilities hereunder without notice to you. These Terms are not assignable, transferable or sublicenseable by you except with our prior written consent.
These Terms are a contract between you and the Company. The Terms constitute the entire understandings between you and us, and revoke and supersede all prior agreements between us, and are intended as a final expression of our agreement. These Terms shall take precedence over any other documents that may be in conflict therewith. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. We reserve the right at any time to modify these Terms. Any such modification will be effective immediately upon notice to you (or if otherwise stated in the notice), which we may provide by any means including, without limitation, posting the amended Terms on our website or by sending an electronic mail to you. Your continued use of the Service after the effective date of any such modifications will be deemed acceptance of such modified Terms.
These Terms shall be construed in accordance with and governed for all purposes by the substantive laws of the State of Israel without regard to its conflicts of law provisions. You agree that any claim or dispute you may have against the Company and its affiliates, directors, officers, employees and representatives must be resolved by a court located in Tel-Aviv, Israel, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
questions or concerns
Any notice regarding these Terms of Service should be sent to firstname.lastname@example.org.