Throughout this Agreement, the words “CodeClerks,” “us,” “we,” and “our,” refer to our company, Ionicware, Inc., as is appropriate in the context of the use of the words.
2. User Accounts and Sign-up
Portions of the Platform may require you to create a login or sign-up for an account. You must fully complete the registration process by providing us with your current, complete, truthful, and accurate information as prompted by the applicable registration form. Where required, CodeClerks may also assign you a username and password. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to notify CodeClerks immediately of any unauthorized use of your account or any other breach of security. CodeClerks will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by CodeClerks or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder. Companies may register via the Platform but may only have one user account. If you are registering on behalf of your company, you represent and warrant that you are authorized by your company to create an account on your company’s behalf. CodeClerks has the sole discretion in granting or denying any accounts.
4. Access to the Platform
After properly registering for the Platform, we grant you a personal, non-exclusive, fully revocable, non-assignable, non-transferable, limited right to use and access our Platform as permitted by us. As a user, you do not receive any ownership interest in the Platform; you merely receive the right to use and access the Platform as provided by us. All rights not explicitly granted are reserved for CodeClerks. You agree to abide by the following restrictions listed below:
- You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of the Platform.
- You may not share your license with any other parties unless permitted by us in writing.
- You may not violate any laws, rules or procedures of the United States.
- You may not violate any of our additional policies.
- You may not use our Platform except through specific channels provided by us.
- You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake.
- You may not sell, lease, loan, distribute, transfer, or sublicense the Platform unless provided by us.
5. User Content
Your ability to submit or transmit any information through the Platform, including but not limited to text, audio messages, videos, photos, images or any other information will be referred to as “User Content” throughout this Agreement. All User Content you submit to the Platform will be owned by you. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. You understand that we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. The CodeClerks does not endorse and may not verify, monitor, or restrict any of its users or any User Content submitted. You agree that any User Content or any other information may be inaccurate, unsubstantiated or possibly even incorrect.
When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content and you have paid for or otherwise have permission to use any User Content submitted.
When you submit any User Content to us, you grant the CodeClerks, its partners, affiliates, users, representatives and assigns a non-exclusive, fully-paid, royalty-free, irrevocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of your User Content. It is important for you to grant us this license so that we may transmit your User Content to other users through our Platform. Additionally, although you own all User Content submitted by you, we own all layouts, arrangement, metadata and images that are used to render your User Content through our Platform.
6. Platform Availability and Modification
Although we will attempt to provide continuous Platform availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. We make no uptime guarantees. We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal, or other reasons.
7. Your Conduct While Using The Platform
When accessing or using our Platform, you are solely responsible for your use and for any use of the CodeClerks Platform made using your account. You agree to abide by the following rules of conduct:
- You will not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;
- You will not attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform;
- You will not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract or export data collected through the Platform;
- You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- You agree not to use the Platform to stalk, harass, bully or harm another individual;
- You agree that you will not hold CodeClerks responsible for your use of the Platform;
- You may not post any User Content that is violent, distasteful, contains sexual nudity or sex acts, or is otherwise not up to community standards;
- You agree not to violate any requirements, procedures, policies or regulations of networks connected to CodeClerks;
- You agree not to interfere with or disrupt the Platform;
- You agree to not violate any US federal or state laws while using the Platform; and
- You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.
8. Seller Services Disclaimer
CodeClerks EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE, LOSS OR INJURY ARISING OUT OF: THE ACTIVITIES OF ANY SELLERS AND ANY LOSS OR INJURY ARISING OUT OF YOUR PURCHASE OR USE OF ANY SELLER SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT CodeClerks MAY PROVIDE INFORMATION ABOUT A SELLER, BASED ON LOCATION, FEATURES OR RELEVANCY. HOWEVER, SUCH INFORMATION IS BASED SOLELY ON DATA THAT IS SUBMITTED BY THE SELLER, AND CodeClerks PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF ALL USERS AND IS NOT AN INTRODUCTION, ENDORSEMENT, OR RECOMMENDATION BY CodeClerks. All Seller Services are sold on an “as is” basis. User releases CodeClerks from any liability associated with user’s use of the Platform or purchase of any Seller Services.
CodeClerks is not a party to any contracts between users and Sellers. Additionally, CodeClerks does not control or direct the Seller or the Seller Services, including but not limited to delivery date, performance, or quality. CodeClerks does not introduce users to Sellers. CodeClerks merely makes the Platform available to enable Sellers to identify and determine the suitability of users for themselves and to enable users to identify and determine the suitability of Sellers for themselves. Any opinions, advice, or information expressed by any Seller are those of the individual and the individual alone and they do not reflect the opinions of CodeClerks. CodeClerks does not direct, is not an employer, has no control over, makes no representations, and does not guarantee the quality, safety or legality of any Seller Services provided by Seller.
In order to purchase any Seller Services user may be required to pay a fee as listed on the Platform by the Seller. Seller shall receive all such fees minus any fees deducted by CodeClerks. If you wish to purchase anything from our Platform you agree that we may charge your payment method on file and you agree to pay the fee listed on the Platform. Your credit card information or other payment method will be processed and stored by us. All payment information is hosted on PCI/DSS compliant services. Although you may have a balance in your account please be aware that CodeClerks does not provide banking or escrow services and you may not use CodeClerks for such purposes.
10. Order Confirmation
The Seller Services are not confirmed until user receives an order confirmation (the “Order”) from the Seller. All Orders are subject to additional terms and conditions of the Seller as listed by the Seller. Seller may list dates and timelines for the Seller Services to be provided for each Order or other relevant information. CodeClerks is not responsible for any Orders or the delivery of any Seller Services.
At CodeClerks we want you to be satisfied with any Seller Services offered via the Platform. All Orders made by a user shall only be refunded if such Order has not been fulfilled by a Seller. Before any Order can be refunded for any Seller Services, the user must first attempt to contact the Seller. If the Seller fails to respond or does not deliver the Order as promised to the user, the user may then initiate a refund request by contacting CodeClerks. Please be aware that refunds can only be given for unfulfilled orders and no refunds will be issued for any other reason. All refunds are issued at the sole discretion of CodeClerks. If you wish to request a refund or have an issue with any account billing, please contact us a email@example.com.
Users and Sellers acknowledge and agree that in order for CodeClerks to make the Platform available, it must receive fees for all Seller Services and Orders transacted. In consideration for making the Platform available for users and Sellers, you agree that for a period of 24 months from the time you identify or are identified by any party through the Platform , you must use the Platform as your exclusive method to request, make, and receive all payments for any Seller Services or Orders directly or indirectly provided to or received from that party or arising out of your relationship with that party. Users may only opt out of the non-circumvention by paying an opt out fee of $1000 dollars or 15% of the total Orders purchased from a Seller in the past calendar year, whichever is greater. You agree to notify CodeClerks immediately if another person improperly contacts you or suggests making or receiving payments outside of the Platform.
13. Seller and User Disputes
In the event of a dispute between Seller and user, Seller and user agree to attempt to settle the dispute amicably and in good faith by contacting each other and attempting resolve such a dispute. If such dispute cannot be settled, Seller or user may contact CodeClerks. CodeClerks, at its discretion, may assist in settling the dispute. In the event that CodeClerks assists in any dispute resolution, Seller and user agree to accept such resolution as resolved, binding, and final. This section does not obligate CodeClerks to settle disputes between any users and any Sellers and all users agree that CodeClerks is not a party to any such disputes.
You may cancel your account at any time via your CodeClerks dashboard or contacting us at firstname.lastname@example.org. Please be aware that upon termination of your account, access to portions of our Platform may be become immediately disabled and any Seller Services or Orders not concluded may be terminated. Upon termination you will not be entitled to any refunds or proration of any fees paid except as stated in this Agreement. We may terminate your membership if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated this Agreement or any other of our Platform policies; (3) if your account has remained inactive for an extended period of time; or (4) if we believe that any of your actions may harm CodeClerks, at our sole decision or discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.
Depending on the laws of your jurisdiction you may be taxed for any payments or purchases. Therefore, at the time of payment we may collect all applicable taxes related to your use of the Platform. In the event that we do not collect the applicable taxes, you agree that you are still responsible for any applicable taxes. Although no taxes may be collected by us you agree that you will pay any applicable taxes or fees to the tax agencies having jurisdiction over you. In the event we do not collect the relevant taxes owed by you, you agree that we are not responsible for collecting, transmitting, or advising on taxes, duties, or other levies by the government regarding your payments.
We attempt to protect our Sellers from chargebacks by employing different fraud detection methods. In the event of a chargeback we will notify the Seller immediately and the Order shall be immediately cancelled. If we believe that you have participated in a fraudulent chargeback we will pursue our claims against you to the fullest extent allowed by law. Please be aware that Sellers will not be compensated for any lost profits or time due to a chargeback by user. In the event that we believe that a user has submitted a fraudulent chargeback, we will forward your information to the applicable law enforcement agency and your fraudulent chargeback may result in either a civil fine or jail time.
17. Idea Submission
CodeClerks or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to CodeClerks. The sole purpose of this policy is to avoid potential misunderstandings or disputes when CodeClerks’s products might seem similar to ideas you submitted to CodeClerks. If, despite our request that you not send us your ideas, you agree to the following: (1) your Submissions and their contents will automatically become the property of CodeClerks, without any compensation to you; (2) CodeClerks may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for CodeClerks to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
18. Intellectual Property
The name “CodeClerks,” the design of the CodeClerks Platform along with CodeClerks created text, writings, images, templates, scripts, graphics, interactive features and the trademarks, marks and logos contained therein ("Marks"), are owned by or licensed to CodeClerks. The Marks are subject to copyright and other intellectual property rights under US laws and international conventions. CodeClerks reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of the Marks or anything else contained within the Platform unless we have given you express written permission.
19. Representations and Warranties
THE PLATFORM AND ALL SELLER SERVICES SOLD IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER CodeClerks, NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) ANY INFORMATION PROVIDED VIA THE PLATFORM; (C) ANY SELLER SERVICES AVAILBLE OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO CodeClerks OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
CodeClerks DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. CodeClerks DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM ARE ACCURATE, COMPLETE, OR USEFUL. CodeClerks DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND CodeClerks SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
20. Limitation of Liability
IN NO EVENT SHALL CodeClerks, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM OR FROM ANY SELLER SERVICES OR ORDERS, (III) ANY INTERRUPTION,MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY, (V) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, (VI) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS OR (VII) ANY POTENTIAL OR ACTUAL LOSS OR DAMAGE TO PERSON OR PROPERTY THAT MAY OCCUR WHILE USING THE PLATFORM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN JURISDICTIONS THAT ALLOW A LIMITATION ON LIABILTY, YOU AGREE THAT OUR LIABILITY TO YOU IS NO MORE THAN THE AMOUNT YOU PAID IN THE PAST SIX MONTHS FOR SERVICES OR ONE-HUNDRED US DOLLARS, WHICHEVER IS GREATER.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY BETWEEN JURISDICTIONS. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by CodeClerks’s negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
You agree to defend, indemnify and hold harmless CodeClerks, its officers, directors, employees and agents, 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 from:
- your use of and access to the CodeClerks Platform;
- your violation of any term of this Agreement; and
- any claim that your use of the Platform harmed another user or third party.
22. Age Compliance
CodeClerks and its Platform may only be used by persons 18 years and older. If you are under 18 please stop using our Platform and please do not submit any information to us.
23. Intellectual Property and Copyrights
If you believe that any User Content or other content found on the CodeClerks Platform has infringed on your copyrights or other intellectual property rights, please consult the CodeClerks Copyright and Intellectual Property Policy (“Policy”). The Policy contains information regarding the notification procedures required by us to remove any infringing material or content from our Platform. You must agree to abide by the Policy before using or accessing the Platform.
24. Choice of Law
This Agreement shall be governed by the laws in force in the state of North Carolina. The offer and acceptance of this contract is deemed to have occurred in North Carolina.
You agree that any dispute relating in any way to your use of the Platform shall be submitted to confidential arbitration in Henderson County, NC. Arbitration under this Agreement shall be conducted pursuant to the applicable rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration, you agree that any actions shall be brought solely in a court of competent jurisdiction located within or otherwise nearest to Henderson County, NC.
26. Class Action
You and CodeClerks agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
27. Force Majeure
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, 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 or any other agreement you may have with CodeClerks are deemed to conflict with each other’s operation, you agree that CodeClerks shall have the sole right to elect which provision remains in force.
We reserve all rights permitted 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.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
32. Additional Agreements
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.
34. California Users
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about CodeClerks must be sent to our agent for notice to: email@example.com
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.
35. Electronic Communications
The communications between you and CodeClerks use electronic means, whether you visit the Platform or send CodeClerks e-mails, or whether CodeClerks posts notices on the Platform or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from CodeClerks in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that CodeClerks provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
36. Additional Terms for Sellers
The following sections 36-46 apply to any Sellers who wish to use the Platform and wish to sell Seller Services via the Platform. Any Sellers wishing to use the Platform shall be required to sign up and create an account and shall be bound by the additional terms listed below.
37. Seller Accounts
In order for Sellers to offer Seller Services you must create a Seller account. You must fully complete the registration process by providing us with your current, complete, truthful, and accurate information as prompted by the applicable registration form. Where required, CodeClerks may also assign you a username and password. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to notify CodeClerks immediately of any unauthorized use of your account or any other breach of security. CodeClerks will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by CodeClerks or another party due to someone else using your account or password. You may not use anyone else's account at any time. Sellers may only register for one account per person and may not register as a company or group collaboration. CodeClerks has the sole discretion in granting or denying any accounts.
38. Seller Representations and Warranties
Seller providing any Seller Services represents and warrants the following: (1) Seller owns or has properly licensed all Seller Services provided to any users of the Platform; (2) the Seller Services will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; (3) the Seller Services offered do not violate any US state or federal laws or any third party agreements; (4) Seller has not entered into any previous agreements which would limit its ability to undertake or perform this Agreement; and (5) Seller will in good faith abide by this Agreement and all other restrictions and rules in place for any Seller Services sold on the Platform.
39. Termination of Seller Accounts
We may terminate your account if we determine that: (1) you have violated any applicable laws while using our Platform; (2) If you have violated this Agreement or any other of our Platform policies; or (3) if we believe that any of your actions may harm CodeClerks, at our sole decision or discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so. As a Seller if you wish to terminate your Seller account please notify us or use your account dashboard to terminate the account. Please be aware that once your account is terminated, all access and information including Seller Services in your existing account may become immediately inaccessible or deleted. Failure to terminate your account for any reason does not act as a waiver of your conduct.
40. Seller Services
As a Seller you may offer any services as allowed by CodeClerks including but not limited SEO search services, collectively referred to as “Seller Services”. Please be aware that we are not required to host, display, migrate, or distribute any of your Seller Services and we may refuse to accept or transmit any Seller Services. You agree that you are solely responsible for any User Content contained within the Seller Services submitted and you release us from any liability associated with any Seller Services submitted. You understand that we cannot guarantee the absolute safety and security of any such Seller Services. Any Seller Services found to be in violation of this Agreement or that we determine to be harmful to the Service may be modified or removed at our discretion. You must abide by all Seller Services rules as outlined below.
When you submit any Seller Services to us, you grant CodeClerks the same licensing rights as listed in the Agreement for User Content.
41. Seller Services Rules
When offering any Seller Services you agree to abide by all rules and regulations related to such Seller Services. Additionally, Seller agrees that all Seller Services may not:
- Contain any software that has viruses, worms, Trojan horses, or other material that may cause or aid in the destruction of or harm a computing environment.
- Contain any material that is deemed illegal or unlawful in accordance with US federal and state laws.
- Create a genuine risk of physical injury or property damage, or credibly threaten people or public safety, or organize or encourage harm.
- Be considered spam or “black hat” by search engines including Yahoo!, Google, or Bing.
42. Limited Payment Agent
For the purposes of this Agreement, the relationship between CodeClerks and Sellers is that of a limited payment agent. CodeClerks shall collect payments for the Seller Services, remit payment to Seller after such payment from the user is received minus any fees, and assist in providing refunds to users. All payments for Seller Services may be held for a period of time to ensure proper performance of all Seller Services before they are released to Seller. Seller agrees that as a limited payment agent, CodeClerks may accept payments from users and manage payments or refunds for any Seller Services. Both the Sellers and CodeClerks agree that no other agency relationship is formed between CodeClerks and Sellers. Except as expressly stated otherwise, Seller agrees that it is not a partner, joint venture, franchisee, agent, or employee of CodeClerks. Seller agrees that it shall not misrepresent its relationship with CodeClerks to any third parties.
43. Seller Payments and Fees
Once payment for any Seller Services has been received and the Order has been confirmed by Seller, CodeClerks shall hold such payments for a reasonable period of time to verify payment. Seller must complete the Seller Services as required as by each Order before payments shall be released to the Seller’s account. After such time period, Seller shall be issued payment in the method provided for by CodeClerks. CodeClerks shall deduct a service fee, commission, processing fees and other deductions as necessary from all payments made to Seller. CodeClerks reserves the right to change and alter any fees or commissions at any time, if CodeClerks alters such commission or fee structure it shall contact Seller. In the event of a dispute between Seller and CodeClerks, Seller agrees that CodeClerks may withhold all funds until such dispute is resolved. For more information regarding CodeClerks’s fee and commission structure please contact CodeClerks at firstname.lastname@example.org.
44. Tax Documents
In order for CodeClerks comply with US tax laws, Sellers may be required to submit W-9 forms or other tax documents. Seller agrees to comply with any requests to submit any tax documentation, as requested by CodeClerks. Seller agrees that CodeClerks cannot and will not provide Seller with any tax advice, any such questions should be directed to Seller’s tax attorney or other tax professional.
45. Refunds by CodeClerks
In the event of any refunds to any users for a Seller’s Order, Seller agrees that we may deduct the refund amount from any incoming payments or account balances held by CodeClerks for Seller. Additionally, CodeClerks may invoice Seller for such outstanding balances that are owed due to any refunds if the Seller account funds are insufficient. No refunds shall be given for any enhanced services provided by CodeClerks to Seller.
46. Additional Limitations of Liability and Disclaimers for Sellers
Unless otherwise provided in this Agreement, in no event shall CodeClerks be liable to the Seller for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages. UNDER NO CIRCUMSTANCES SHALL CodeClerks BE LIABLE TO ANY SELLER FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY CodeClerks TO Seller DURING THE PRECEDING MONTH.DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, CodeClerks CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE PLATFORM. WITHOUT LIMITING THE ABOVE, THE PLATFORM, CodeClerks CONTENT AND ANY OTHER MATERIALS PROVIDED TO SELLER ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND CodeClerks MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, CodeClerks DOES NOT REPRESENT OR WARRANT (A) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS ON THE PLATFORM, (B) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, OR (C) ANY INFORMATION WILL BE CORRECT, COMPLETE, OR ACCURATE. SOME JURISDICTIONS LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF THIS CLAUSE MAY NOT APPLY TO YOU.
CodeClerks makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any CodeClerks content or its Platform. CodeClerks has no liability to Seller for any Seller Services or Orders.
47. Affiliate Terms
The following sections 48-54 apply specifically to the CodeClerks Affiliate Program. As an incentive to share the Platform with friends, CodeClerks has implemented an Affiliate program; users taking part in the Affiliate program shall be referred to as “Affiliates”. In order to join the CodeClerks Affiliate program, a user may be required to provide additional information. We reserve the right to reject any users who wish to join the Affiliate program. Furthermore, CodeClerks reserves the right to terminate any Affiliates at any time, at our discretion.
Once accepted into the Affiliate program, Affiliates shall be provided with a unique link or identifier to track referrals (“Tracker”). Affiliates are solely responsible for ensuring that the Tracker functions properly. Referrals shall be counted by the Tracker and successful referrals (“Qualified Referral”) shall be determined in the sole discretion of CodeClerks. CodeClerks agrees to pay Affiliate a referral fee for each Qualified Referral as outlined on the Platform. Affiliates shall be notified by CodeClerks for each Qualified Referral received. In the event of a dispute relating to any Qualified Referrals, CodeClerks shall have the sole discretion in deciding the outcome of such a dispute. During the duration of the dispute, CodeClerks shall not be required to pay the Affiliate any referral fees. Payment shall be issued on an as requested basis but no greater than monthly periods. Affiliate shall be paid in USD and in a manner as agreed upon by the parties. CodeClerks shall not be responsible to pay Affiliate any referral fees, where such referral fees have been earned on the accounts of any users who have failed to sign up or follow the necessary procedures.
Additional Guidelines for Affiliates
Affiliate agrees that it may not bind CodeClerks and shall not misrepresent its relationship with CodeClerks. Furthermore, Affiliates may not:
- Send spam messages or violate any US laws.
- Attempt to inflate their commissions by circumventing or otherwise compromising our systems.
- Create or post any ads that contain the CodeClerks Marks, without first receiving written permission from CodeClerks.
- Collect, scrape, or store data about other users or Affiliates.
- Commit fraud or preform any illegal activities through your use of the Affiliate program.
- Post ads that are misleading, harmful, not up to community standards, offensive, illegal, hateful, pornographic, or otherwise distasteful.
- Post ads using malware, viruses, pop-unders, pop-overs, or other spammy technology.
48. Term and Termination for Affiliates
Upon successful registration as an Affiliate, the user shall be deemed an Affiliate for the purposes of this Agreement. The Affiliate term shall continue indefinitely until terminated by either party subject to this Agreement’s termination provisions. CodeClerks may terminate this Agreement at any time and for any reason by giving written notice via email or the Platform to the Affiliate. Affiliate may terminate this Agreement by providing written notice to CodeClerks via the Platform or via email. Please be aware that upon termination by Affiliate, any outstanding payments owed to Affiliate shall be forfeited.
Affiliate agrees to pay and withhold all taxes as required by their local laws and jurisdictions. In some instances CodeClerks may withhold taxes for Affiliate. However, Affiliate agrees that CodeClerks is not required to, cannot, and will not provide Affiliate with any tax or legal advice.
CodeClerks actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined in CodeClerks's sole discretion, Affiliate's account will be made inactive pending further investigation. After determining that Affiliate has participated in fraudulent or deceptive activity, CodeClerks may terminate Affiliate’s account and Affiliate shall not be entitled to any compensation that is owed but unpaid.
51. Additional Limitations of Liability and Disclaimers for Affiliates
Unless otherwise provided in this Agreement, in no event shall CodeClerks be liable to the Affiliate for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages. UNDER NO CIRCUMSTANCES SHALL CodeClerks BE LIABLE TO ANY AFFILIATE FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY CodeClerks TO AFFILIATE DURING THE PRECEDING MONTH.
DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, CodeClerks CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE PLATFORM. WITHOUT LIMITING THE ABOVE, THE PLATFORM, CodeClerks CONTENT AND ANY OTHER MATERIALS PROVIDED TO AFFILIATE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND CodeClerks MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, CodeClerks DOES NOT REPRESENT OR WARRANT (A) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS ON THE PLATFORM, (B) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, OR (C) ANY INFORMATION WILL BE CORRECT, COMPLETE, OR ACCURATE. SOME JURISDICTIONS LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF THIS CLAUSE MAY NOT APPLY TO YOU.
CodeClerks makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any CodeClerks content or its Platform. CodeClerks has no liability to Affiliate for unapproved materials, including all copy, images, URL names, and search terms used by Affiliate.
52. Affiliate Warranties
Affiliate represents, warrants, and covenants as follows:
- Affiliate has the ability and the right to grant the permissions required to effectuate this Agreement;
- Affiliate has not entered into any previous agreements which would limit its ability to undertake or perform this Agreement;
- Affiliate will comply in good faith with CodeClerks’ directions and all other agreements provided; and
- Affiliate shall abide by all laws and regulations of the US and is capable of undertaking this Agreement without infringing on the rights of third parties.
53. Relationship of Parties
Affiliate agrees that CodeClerks is acting as an independent contractor in performing any services contemplated under this Agreement and that the relationship between the CodeClerks and Affiliate shall not constitute a partnership, joint venture or agency. Neither CodeClerks nor any of CodeClerks's employees or agents (i) is an employee, agent or legal representative of Affiliate, or (ii) shall have any authority to represent Affiliate or to enter into any contracts or assume any liabilities on behalf of Affiliate. Neither Affiliate nor Affiliate’s employees or agents (i) is an employee, agent or legal representative of CodeClerks, or (ii) shall have any authority to represent CodeClerks or to enter into any contracts or assume any liabilities on behalf of CodeClerks.
54. Tax Documents
In order for CodeClerks comply with US tax laws, Affiliate may be required to submit W-9 forms or other tax documents. Affiliate agrees to comply with any requests to submit any tax documentation, as requested by CodeClerks. Affiliate agrees that CodeClerks cannot and will not provide Affiliate with any tax advice, any such questions should be directed to Seller’s tax attorney or other tax professional.
Last Updated: March 31, 2016