These Terms and Conditions (“Terms”) apply to this website (“Site”) and govern your use of and access to the products, tools, and features (collectively, the “Services”) provided by Codeberry (also referred to as “we”, “us”, or “our”). By using or accessing the Services, you agree to be legally bound by these Terms. If you are using the Services for an entity, you are agreeing to these Terms on behalf of that entity, and you represent and warrant that you can do so.
We reserve the right, in our sole and absolute discretion, to change, modify, add, or remove portions of these Terms at any time. You are advised to check these Terms periodically for any updates or changes that may impact you. Your continued use of the Services following the posting of any changes to these Terms will mean you accept those changes. If you do not agree to the terms and conditions stated herein, you may not use or access the Services.
Please read these Terms carefully. It includes important information about your legal rights, and covers areas such as refunds, disclaimer of warranties, limitations of liability, the resolution of disputes, and a class action waiver.
To use many of the Services, you must first create an account (“Account”). You agree to provide us with accurate, complete, and updated information for your Account. We may need to use this information to contact you.
You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us if you know or have any reason to suspect that your Account or password have been stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Account.
The Services are not intended for and may not be used by children under the age of sixteen (16). By using the Services, you represent that you are at least sixteen (16). If you are under the age of eighteen (18), depending on where you live, you may need to have your parent or guardian’s consent and they may need to agree to these Terms on your behalf.
You acknowledge and agree that we may preserve your Account and may also disclose personal information, if required to do so by law or if we believe, in good faith, that such preservation or disclosure is reasonably necessary to: (i) comply with the legal process; (ii) enforce these Terms; (iii) respond to legal claims; or (iv) protect the rights, property, or personal safety of Codeberry or the public.
Third Party Services and Websites
Third Party Services
The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make available to you their content and products. Examples of Third Party Services include Payment Processors (as defined below), and other integration partners and service providers. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We do not control Third Party Services, and we are not liable for Third Party Services or for any transaction you may enter into with them, or for what they do.
Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to, or remove any Third Party Services. We are not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).
Third Party Websites
The Services may contain links to third party websites. When you access third party websites, you do so at your own risk. We do not control and are not liable for those websites and what those third parties do.
Our Intellectual Property
The Services are protected by copyright, trademark and other United States and foreign laws. These Terms do not grant you any right, title, or interest in the Services, our trademarks, logos or other brand features or intellectual property or trade secrets in the Services. You agree not to change, translate, or otherwise create derivative works of the Services.
We welcome your feedback, ideas, or suggestions (“Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you. This does not limit or affect any rights you may have under applicable data protection laws.
We may provide products featuring demo content, including text, photos, images, graphics, audio, and video (“Demo Content”), to provide you with ideas or inspiration. Unless we tell you otherwise, Demo Content (or any portion of it) may not remain on your website or be distributed, publicly displayed, publicly performed, or otherwise published.
We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (i) we may change parts or all of the Services and their functionality; (ii) we may suspend or discontinue parts or all of the Services; (iii) we may terminate, suspend, restrict, or disable your access to or use of parts or all of the Services; (iv) we may terminate, suspend, restrict or disable access to your Account or parts; and (v) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).
Sometimes, ownership of an Account is disputed between parties, such as a business and its employee, or a web designer and a client. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account and to transfer an Account to such owner. Our decision in that respect is final. If we feel that we cannot reasonably determine the rightful owner, we reserve the right to suspend an Account until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.
You agree that we may protect and improve our Services through analysis of your use of the Services and your personal information in anonymized, pseudonymized, de-personalized, and/or aggregated form.
We do not warrant that product descriptions or other content on this Site are accurate, complete, reliable, current, or error-free. We have made every effort to display as accurately as possible the colors and images of our products that appear on this Site. We cannot guarantee that your computer monitor’s display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products to any person, geographic region or jurisdiction, or to reject any order we receive. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products that we offer. All descriptions of products or product pricing are subject to change at any time without notice. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Site is void where prohibited.
Our products may be purchased individually or in a bundle. We reserve the right to make certain products available only as part of a larger product.
Errors, Inaccuracies, and Omissions
There may be information on this Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on this Site or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on this Site or on any related website, including without limitation, pricing information, except as required by law.
Pricing and Payment
We reserve the right, in our sole discretion and without prior notice, to change prices for products displayed on this Site at any time, and to correct pricing errors that may inadvertently occur. These changes will not affect orders in respect of which we have already taken payment and made the download available to you. We reserve the right to cancel any order for any reason and will notify you if the order has been cancelled.
All prices will be as quoted on this Site at the current time, except in the case of obvious errors. If a product’s correct price is higher than the price stated on this Site at the time you placed your order and we have not yet taken payment and made the product available for download, we will normally, at our discretion, either contact you for instructions before making the product available for download (i.e., to confirm your order and that you wish to proceed at the correct price), or reject your order and notify you of such rejection. We are under no obligation to provide the product to you at the incorrect price if the pricing error is obvious and could have been recognized by you as a pricing mistake. We reserve the right to withdraw from any contract in the case of obvious and unmistakable pricing errors.
Prices shown are in U.S. dollars. If you are paying for your order with an international credit card, please note that the purchase price may fluctuate with exchange rates. In addition, your bank or card issuer may also charge you foreign conversion charges and fees, which may also increase the overall cost of your purchase. Please contact your bank or card issuer regarding these fees.
We may offer promotional discounts from time to time. You must agree to the terms of the discount in order to be given the discount. You agree not to use more than one discount per product, unless such use is expressly permitted by us.
All prices and fees are exclusive of applicable national, provincial, state, local, or other taxes (“Taxes”), unless explicitly stated otherwise. You are responsible for all applicable Taxes, and we will charge Taxes in addition to the prices and fees when required to do so.
If you are exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we are satisfied that it is valid and applicable, only apply from and after the date we receive such documentation.
If Codeberry has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where Codeberry does not have a legal obligation to pay or collect indirect Taxes on a sale to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).
You may not cancel an order for any product once it has been made available for download to you. Each product sold is strictly non-refundable and non-exchangeable.
Due to the nature of our non-tangible digital products, we reserve the right, in our sole discretion, to refuse refunds for any reason and with no justification.
If you contact your bank or credit card company to decline, chargeback, or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact us before filing a Chargeback. We reserve our right to dispute any Chargeback.
We use a third party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor, in addition to these Terms. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received. We do not store your credit card or payment information on this Site.
Billing and Account Information
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit, or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same Account, credit card, and/or billing address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole discretion, appear to be placed by dealers, resellers, or distributors.
You agree to promptly update your Account and other information, including your email address and credit card details, so that we can complete your transactions and contact you as needed. By providing the details of a credit or debit card to be billed or payment account to be debited for payment of the price due, you confirm that you are authorized to purchase the products and that you are the holder of the relevant credit or debit card or of the relevant payment account or are expressly authorized to use such.
All credit or debit card holders are subject to validation checks and authorization by the card issuer. If the issuer of your card refuses to authorize payment, we will not accept your order and we will not be liable for any delay or non-delivery. We are not obliged to inform you of the reason for the refusal. We are not responsible for your card issuer or bank charging you as a result of our processing of your credit or debit card payment in accordance with your order.
Term and Termination
These Terms will remain in effect until terminated by either you or us at any time. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you are violating these Terms. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of these Terms that by their nature should survive termination shall survive termination, including without limitation our intellectual property, disclaimer of warranties, limitation of liability, indemnification, dispute resolution, and additional terms.
Disclaimer of Warranties
To the fullest extent permitted by applicable law, Codeberry makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available”. Codeberry also disclaims any warranties of merchantability, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written, obtained by you from Codeberry, shall create any warranty. Codeberry makes no warranty or representation that the Services will: (i) be timely, uninterrupted or error-free; (ii) meet your requirements or expectations; or (iii) be free from viruses or other harmful components. However, Codeberry will provide the Services with reasonable care.
Under certain circumstances, some jurisdictions do not permit the disclaimers, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by applicable law. You may have other statutory rights and nothing in these Terms affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by applicable law.
Limitation of Liability
You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will Codeberry and its affiliates, directors, officers, employees, and agents be liable with respect to any claims arising out of or related to the Services or these Terms for: (i) any indirect, special, incidental, exemplary, punitive or consequential damages; (ii) any loss of profits, revenue, data, goodwill or other intangible losses; (iii) any damages related to your access to, use of or inability to access or use parts, some or all of your Account or the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (iv) any damages related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data; (v) any conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party websites accessed via the Services. These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not Codeberry has been informed of the possibility of such damage, and even if a remedy set forth in these Terms is found to have failed its essential purpose. To the fullest extent permitted by applicable law, in no event shall the aggregate liability of Codeberry for all claims arising out of or related to the Services and these Terms exceed the greater of twenty dollars ($20) or the amounts paid by you to Codeberry in the twelve (12) months immediately preceding the event that gave rise to such claim.
To the fullest extent permitted by law, you agree to indemnify and hold harmless Codeberry and its affiliates, directors, officers, employees, and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys’ fees and costs) arising out of or related to: (i) your breach of these Terms; (ii) your violation of any law or regulation or the rights or good name of any third party; and (iii) any claims from tax authorities in any country in relation to your business operations and other operations for which Codeberry may be held jointly and severally liable. Your indemnification obligations under this section shall not apply to the extent directly caused by our breach of these Terms.
Before filing a claim against Codeberry, you agree to resolve any disputes and matters arising out of or in connection with these Terms (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) by first contacting us with a description of your claim. We will try to resolve the dispute informally by following up via email or other methods. If we cannot resolve the dispute within thirty (30) days of our receipt of your first email, you or Codeberry may then bring a formal proceeding.
Either you or Codeberry may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in the informal dispute resolution process described above. Either you or Codeberry may assert claims, if they qualify, in small claims court in Florida or any US county where you live or work.
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class actions, class arbitrations, private attorney general actions, and consolidation with other arbitrations are not allowed.
You and Codeberry hereby irrevocably waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any proceedings directly or indirectly arising out of, under or in connection with these Terms.
These Terms constitute the entire agreement between you and Codeberry regarding the subject matter of these Terms, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.
The headings are inserted for convenience in reference only and are not intended by us to be a part of or to affect the meaning or interpretation of these Terms.
These Terms (including its existence, formation, operation, and termination) and the Services as well as all disputes and matters arising out of or in connection with these Terms and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of the State of Florida, without regard to its conflict of law provisions. You and Codeberry agree that any judicial proceeding (other than small claims actions) arising out of or in connection with these Terms (including its existence, formation, operation, and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the federal or state courts of Florida and you and Codeberry consent to venue and personal jurisdiction in such courts.
Waiver, Severability, and Assignment
Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.
If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
You may not delegate, transfer, or assign these Terms or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer, or assign these Terms or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.
We are not in breach of these Terms or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event, or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.