Throughout this Agreement, we may use certain words or phrases, and it is important that you understand the meaning of them. The list is not all-encompassing and no definition should be considered binding to the point that it renders this Agreement nonsensical:
“Agreement” refers to these Terms of Service;
“Codetree” refers to our company, known as Codetree, Inc.; our Site; our Service; or a combination of all or some of the preceding definitions, depending on the context in which the word is used;
“Service” refers to the services that we provide through our Site, including our project management app and our Site itself;
“Site” refers to our websites, codetree.com and all subdomains (e.g. blog.codetree.com);
“User” refers to anyone who uses our Service, including general visitors to our Site;
“You” refers to you, the person who is entering into this Agreement with Codetree.
In order to use our Service, you must meet a number of conditions, including but not limited to:
Codetree is offered as a Software as a Service (“SaaS”). As a SaaS, Codetree’s availability is subject to a number of technical and other factors. Codetree may become unavailable to you from time to time for reasons including but not limited to security, legal compliance, or technical issues and you agree that Codetree shall not be liable to you for any losses arising from such unavailability.
You must not:
Payment can be made by means of credit card. Unless otherwise stated, all prices are listed in United States dollars.
In the event that you are dissatisfied with our Service, we will refund your most recent payment if you request such a refund within fourteen days of making said payment.
Additional terms surrounding payment, pricing, and refunds may be published on our Site or otherwise communicated by us to you and are hereby incorporated into this Agreement by reference.
Where a User conducts a chargeback against Codetree, such User shall be liable to Codetree for the full amount of the chargeback, as well as any reasonable attorneys’ fees, collection agency fees, court costs, disbursements, and other expenses incurred by Codetree in its enforcements of its rights under this section.
You agree that you are being granted a limited license to use our software. You must only use this license for yourself and additional parties authorized by Codetree. You may not attempt to reverse engineer, copy, or otherwise tamper with or distribute our software.
Codetree may revoke its license to you at any time without warning at which time you agree you will take all necessary steps to remove Codetree and any of its derivative files from any device under your possession or control. Codetree’s liability to you in such an event will be limited to a pro rated portion of your paid but unused subscription period, except where you have violated this Agreement, in which case Codetree shall not be liable to you for any amount of compensation whatsoever.
You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Site without receiving our prior written permission.
“Codetree” and “Codetree Studios” are marks used by us, Codetree, Inc., to uniquely identify our Site, Service, and business. You agree not to use these marks anywhere without our prior written consent. Additionally, you agree not to use our trade dress, or copy the look and feel of our Site or its design, without our prior written consent. You agree that this paragraph goes beyond the governing law on intellectual property law and includes prohibitions on any competition that violates the provisions of this paragraph, including starting your own competing website or business.
We may revoke our consent for your use of our intellectual property, or any other permission granted to you under this Agreement, at any time. You agree that if we so request, you must take immediate action to remove any usage of our intellectual property that you may have engaged in, even if it would cause a loss to you.
WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS.
YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS YOU.
YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY FAILURE ON THE PART OF A PAYMENT PROCESSOR TO DIRECT PAYMENTS TO THE CORRECT DESTINATION, OR ANY ACTIONS ON THEIR PART IN PLACING A HOLD ON YOUR FUNDS.
YOU AGREE THAT WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR UNINTENTIONAL, ON OUR WEBSITE WHICH PREVENT ACCESS TO OUR WEBSITE TEMPORARILY OR PERMANENTLY.
THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS “REPRESENTATIONS & WARRANTIES” SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.
For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.
This Agreement shall be governed by the federal laws of the United States of America and the laws of the State of Illinois, without regard to conflict of law provisions. You and Codetree agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of Chicago, Illinois.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Codetree shall have the sole right to elect which provision remains in force.
Codetree reserves all rights afforded to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
We may terminate your access to our Site and Service at our discretion without explanation, though we will strive to provide a timely explanation in most cases. Our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of this Agreement, in which case you agree that we are not required to provide any refund or other compensation whatsoever.
Under no circumstances, including termination or cancellation of our Service to you, will we be liable for any losses related to actions of other Users.
Neither you nor we may assign or transfer these Terms without the other party's prior written consent. As an exception to the foregoing, either party may assign these Terms in their entirety (including all Orders) without the consent of the other party to a successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities or business as it relates to these Terms.
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page accordingly. You must read this page each time that you use our Service and your continued use of our Service shall constitute your acceptance of any such amendments.
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Codetree must be addressed to our agent for notice and sent via certified mail to that agent. For our agent’s most current contact information, please send a request to firstname.lastname@example.org.
Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Last Modified: April 8, 2019