Terms and Conditions

Eligibility

In compliance with the Children’s Online Privacy Protection Act, CodeMode, Inc. does not permit children under 13 years of age to become users without their parent or guardian’s express consent and approval. By using our Site, you represent you are not under 13 years of age or have had your parent or guardian give their personal information in lieu of giving yours. No part of CodeMode’s website is structured to serve or attract anyone under the age of 13.

Registration Data; Account Security

If you subscribe to any of CodeMode’s services, you will have an account and a password. Access to password-protected portions of this Site is available for only so long as you have paid all required fees to CodeMode. You are responsible for maintaining the confidentiality of your account and password and for restricting access to CodeMode material to anyone other than yourself. You agree to accept responsibility for all activities that occur under your account or password. CodeMode reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders at its sole discretion.

Use License

1. Permission is granted to a terminable non-exclusive, non-transferable license to use CodeMode, Inc.’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license, you may not:
   1. modify or copy the materials
   2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial)
   3. attempt to decompile or reverse engineer any software contained on CodeMode, Inc.’s website
   4. remove any copyright or other proprietary notations from the materials or
   5. transfer the materials to another person or “mirror” the materials on any other server.
2. This license shall automatically terminate if you violate any of these restrictions and may be terminated by CodeMode, Inc. at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

Ownership; Proprietary Rights; Prohibited Uses

As between you and the Company, the Company and/or its licensors (including, without limitation, the Educational Testing Service) own all worldwide rights, title, and interest, including all intellectual property and other proprietary rights, in and to the Service, and all content and materials within and comprising the Service, including without limitation the Marks, and all usage and other data generated or collected in connection with the use thereof (the “Company Materials”). Except for as expressly set forth herein, you agree not to license, distribute, sell, resell, trade, reproduce, duplicate, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise exploit or make any unauthorized use of the Company Materials or any portion thereof. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm, or programs underlying the Company Materials. The Company reserves the right to modify or discontinue the Service or any version(s) thereof at any time in its sole discretion, with or without notice. “Marks” means any CodeMode and other Company graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress used on or in connection with the Service.

As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by these Terms and Conditions. You may not use the Service in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of it. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. You agree not to scrape or otherwise use automated means to access or gather information from the Service and agree not to bypass any robot exclusion measures we may put into place. In addition, you agree not to use false or misleading information in connection with your user account, and acknowledge that we reserve the right to disable any user account with a profile that we believe (in our sole discretion) is false or misleading (including a profile that impersonates a third party).

Warranties and Disclaimers

1. The materials on CodeMode, Inc.’s website are provided “as is”. CodeMode, Inc. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, CodeMode, Inc. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet website or otherwise relating to such materials or on any sites linked to this site.
2. CodeMode and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors make no warranty that (i) the service will meet your requirements; (ii) the service will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the service will be accurate or reliable; (iv) the quality of any products, services, information or other material purchased or obtained by you through the service will meet your expectations; and (v) any errors in the software will be corrected.
3. The Service may be temporarily unavailable from time to time for maintenance or other reasons. CodeMode assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, communications.
4. Under no circumstances will CodeMode be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third-Party Applications, Software or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.

User Content

You understand that except for advertising programs offered by us on the Site, the Service and the Site are available for your personal, non-commercial use only. You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

You are solely responsible for the photos, profiles, messages, notes, text, information, and other content that you upload, publish or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other users (collectively the “User Content”). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including without limitation User Content that in the sole judgment of the Company violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content.

User Conduct

You understand that the Site is available for your personal, non-commercial use only. You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

In addition, you agree not to use the Site to:

• harvest or collect email addresses or other contact information of other users from the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
• upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• use automated scripts to collect information from or otherwise interact with the Site;
• register for more than one User account, register for a user account on behalf of an individual other than yourself, or register for a user account on behalf of any group or entity;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity;
• upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
• upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers;
• solicit passwords or personally identifying information for commercial or unlawful purposes;
• upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• intimidate or harass any other user;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another’s account, service, or system without authorization from the Company, or create a false identity on the Site;
• upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users to any harm or liability of any type.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CODEMODE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THE SERVICE, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OF CODEMODE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Revisions and Errata

The materials appearing on CodeMode, Inc.’s website could include technical, typographical, or photographic errors. CodeMode, Inc. does not warrant that any of the materials on its website are accurate, complete, or current. CodeMode, Inc. may make changes to the materials contained on its website at any time without notice. CodeMode, Inc. does not, however, make any commitment to update the materials.

Links

CodeMode, Inc. has not reviewed all of the sites linked to its Internet website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by CodeMode, Inc. of the site. Use of any such linked website is at the user’s own risk.

Site Terms of Use Modifications

CodeMode, Inc. may revise these terms of use for its website at any time without notice. By using this website you are agreeing to be bound by the then-current version of these Terms and Conditions of Use.

Governing Law

Any claim relating to CodeMode, Inc.’s website shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions.

Proprietary Rights

You acknowledge and agree that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that are protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in information presented to you through the Service is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws.

Indemnification

You agree to indemnify and hold CodeMode and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Service (including without limitation for any competitive purposes), breach of this Agreement or infringement, misappropriation or violation of the intellectual property or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of CodeMode’s willful misconduct or gross negligence. CodeMode reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

Entire Agreement

The Terms and Conditions of Use govern your use of the Service and constitute the entire agreement between you and CodeMode. It supersedes any prior agreements between you and CodeMode. Additional terms and conditions may apply when you use the services of service providers and others. These additional terms will not reduce, diminish, or eliminate any rights CodeMode possesses with respect to these Terms and Conditions of Use.

Miscellaneous

Any failure by CodeMode to exercise any rights or enforce any of the terms of these Terms and Conditions of Use shall not constitute a waiver of such rights or terms. If any provision of these Terms and Conditions of Use or its application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of these Terms and Conditions of Use, or the application of the such provision in other circumstances, shall not be affected thereby, and each provision hereof shall be valid and enforced to the fullest extent permitted by law.

Subscription Period

You will be entitled to receive the Service only during the subscription period (“Subscription Period”) specified by your payment confirmation

.

Payment Terms

You agree to pay CodeMode the fee specified in the Payment Form during the Period (“Fee”). A valid credit card is required to access the Service. The Fee is payable in advance for the Period. Fees are non-refundable and non-transferable unless otherwise stated in our Money Back Guarantee Policy. Accordingly, if you elect to cancel your access to the Service during the Period, you will not receive a refund of the Fee(s) previously paid to CodeMode, unless otherwise stated in our Money Back Guarantee Policy.

Arbitration

19.1 Agreement to Arbitrate. This Section 19 is referred to herein as the “Arbitration Agreement.” The parties that any controversies, claims, or disputes between you and CodeMode arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

19.2 Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

19.3 Procedures. The arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 8. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the CodeMode.

19.4 Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or CodeMode may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.

19.5 Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of Delaware, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Service users but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.

19.6 Costs of Arbitration. Payment of all filing, administration and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.

19.7 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

19.8 Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 19.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 19.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.

Waiver and Severability of Terms

The failure of CodeMode to exercise or enforce any right or provision of the Terms and Conditions of Use shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and the other provisions of the Terms and Conditions of Use remain in full force and effect.

Electronic Communications

When you visit this website and when you communicate with us electronically, for example by sending us an email or ordering our products online, you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Privacy Policy

You consent to the collection, processing, and storage by CodeMode of your personal information in accordance with the terms of CodeMode’s Privacy Policy, which is available at codemode.us/privacy. You agree to comply with all applicable laws and regulations, and the terms of CodeMode’s Privacy Policy, with respect to any access, use and/or submission by you of any personal information in connection with this web site.