These Terms of Service (“Terms”) apply to this website (“Site”) and all services offered by Codeberry (also referred to as “we”, “us” or “our”). By accessing this Site or any of our services, you agree to be legally bound by these Terms. We reserve the right, at our 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 this Site following the posting of changes to these Terms will mean you accept those changes. Any new features which are added to our current services shall be subject to these Terms. If you do not agree to the terms and conditions stated herein, please do not use this Site.

There may be times when we offer a special feature that has its own terms and conditions that apply in addition these Terms, including sales terms for any purchase you may make through this Site. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms.

Copyright and Ownership

This Site is owned and operated by Codeberry. All of the content featured, displayed or offered for sale on this Site, including, but not limited to, text, graphics, photographs, images, sound, illustrations, and any other content (collectively, the “Content”), is owned by Codeberry and its licensors. All elements of this Site, including but not limited to the general design and the Content, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. This Site may only be used for the intended purpose for which it is being made available. Except as may be otherwise indicated in specific documents within this Site, you are authorized to view, play, print and download documents, audio, and video found on our Site for personal, informational, and noncommercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on this Site. Except as permitted under applicable copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on this Site. For purposes of these terms, the use of any such material on any other website or networked computer environment is prohibited. You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of this Site. This Site, the Content and all related rights shall remain the exclusive property of Codeberry and its licensors unless otherwise expressly agreed in writing. You will not remove any copyright, trademark, or other proprietary notices from material found on this Site.

By sharing your content with Codeberry, you grant us the right to use it as reasonably necessary for us to provide our services, and you understand that any personally identifying information you submit might be publicly accessible. Although we are not responsible for anything you share, we do reserve the right to remove unacceptable content and refuse to work on any project, without the need for providing justification therefore.

Site Access License

Codeberry grants you a limited, revocable, non-exclusive, non-transferable license to access and make personal, noncommercial use of this Site or its Content and not to download (other than page caching or unless otherwise allowed by Codeberry or permitted by law) or modify all or any portion of this Site and its Content. This license does not include any resale or commercial use of this Site or its Content; any collection and use of any service listings, descriptions, or prices; any derivative use of this Site or its Content; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This Site and/or any portion of this Site or its Content may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express prior written consent. You shall not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Codeberry without our express prior written consent. You shall not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express prior written consent. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of this Site or any activities conducted on this Site; or (iii) bypass any measures we may use to prevent or restrict access to this Site. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.

Trademarks

All of our trademarks, service marks, and trade names used herein (including but not limited to the corporate name and logo of Codeberry, name and design of this Site, and any logos) are trademarks or registered trademarks of Codeberry. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify such trademarks in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without our express prior written consent. The use of our trademarks on any other website or network environment is not allowed. You are granted a limited, revocable, non-exclusive, non-transferable right to create a link to any page of this Site so long as the link does not portray us, our licensors, or our services in a false, misleading, derogatory, or otherwise offensive manner. You may not use Codeberry’s logo or other proprietary graphic or trademark as part of the link without express written permission. Except as expressly stated herein, no rights or licenses are granted hereunder.

Links to Third Parties

This Site contain links to other websites controlled by third parties. These links are provided solely as a convenience to you and do not imply endorsement by Codeberry of, or any affiliation with, or endorsement by, the owner of the linked site. We are not responsible for the contents or use of any linked site, or any consequence of making the link. This Site may also include a tool that allows you to sign in or register using information from your account with a third party service (e.g., Facebook, Twitter). These third party services are unrelated to this Site, and your use of such third party services is subject to the terms and policies of those services.

You shall not use Codeberry’s name or any language, pictures, or symbols which could, in our judgment, imply our endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

Privacy Policy

Data collection and use, including data collection and use of personal information is governed by our Privacy Policy which is incorporated into and is a part of these Terms.

Termination

We may suspend or terminate any user’s access to all or any part of this Site including any account thereon, without notice, for any reason in our sole discretion, including without limitation our belief that such access would violate any applicable law or would be harmful to the interests of Codeberry or another user. Upon termination, you will lose access to this Site and all Content thereon. The obligations that you have to Codeberry under these Terms will continue even after we suspend or terminate your access to this Site.

Release

In the event that you have a dispute with one or more other users of this Site, you release Codeberry (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Disclaimer of Warranties

Everything on this Site, including any services offered for sale, is provided “as is” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. We make no warranties or representations regarding the information or content contained on this Site, and specifically disclaims any warranty as to the suitability, reliability, timeliness, or accuracy of the information or content contained on this Site for any purpose. We do not warrant that the functionalities contained in the content will be uninterrupted or error-free, that defects will be corrected, or that this Site or the server that makes such content available are free of viruses or other harmful components. We do not warrant or make any representations regarding the use or the results of the use of the contents on this Site in terms of their accuracy, reliability, or otherwise. You assume total responsibility for your use of this Site and any linked sites.

Limitation of Liability

Under no circumstances shall we be liable to you for any direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses, or damages that are related to: (i) this Site or its content; (ii) services sold through this Site; (iii) your use of, inability to use, or the performance of this Site; (iv) any action taken in connection with an investigation regarding your use of this Site; (v) any action taken in connection with intellectual property owners; (vi) any errors or omissions in this Site’s technical operation; or (vii) any damage to any user’s device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, network failure or any other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, accuracy of results, or computer failure, even if foreseeable or even if we have been advised of or should have known of the possibility of such damages, whether in breach of contract or in tort, including negligence.

To the extent applicable law does not allow the limitation of liability or incidental or consequential damages, the above limitation may not apply to you. In no event shall our aggregate liability to you for all damages, losses, and causes of action whether in contract, tort, or otherwise arising out of your use of this Site and the content exceed the amount paid by you for any content purchased by you on this Site or the amount paid by you, if any, for accessing this Site. You agree that in the event you incur any damages, losses or injuries that arise out of our acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any website, property, product, service, or other content owned or controlled by us, and you will have no rights to enjoin or restrain the development, distribution, advertising, or exploitation of any website, property, product, service, or other content owned or controlled by us.

Indemnification

You agree to defend, indemnify, and hold Codeberry, subsidiaries, affiliates, successors, directors, officers, employees, service providers, and agents harmless from and against any and all claims, damages, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys’ fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (i) your use of this Site or activities in connection with this Site; (ii) your breach or anticipatory breach of these Terms; (iii) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative, and legislative authorities; (iv) information or material transmitted through your computer, even if not submitted by you, that infringes or violates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or defames any person; (v) any misrepresentation made by you; or (vi) our use of your information as permitted under these Terms, the Privacy Policy, or any other written agreement between you and Codeberry. You will cooperate as fully required by Codeberry in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Codeberry.

Force Majeure

Neither Codeberry nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their respective reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion, or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

Arbitration

Any dispute you have with Codeberry should be submitted to us here within thirty days of the event giving rise to the dispute so we can attempt to resolve the issue informally. Please allow thirty days for us to address your complaint prior to filing arbitration as set forth below.

If we are unable to informally resolve a dispute, except for disputes relating to the infringement of your or our intellectual property (such as trademarks, trade dress, copyright and patents) or where we are seeking a preliminary injunction (“Excluded Disputes”), you agree that all disputes between you and Codeberry (whether or not such dispute involves a third party) with regard to these Terms or your use of this Site, will be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes and you hereby expressly waive trial by jury. Neither you nor Codeberry will participate in a class action or class-wide arbitration for any claims covered by these Terms.

This dispute resolution provision will be governed by the Federal Arbitration Act. The arbitration will be conducted in the State of Florida, in the English language by three arbitrators appointed in accordance with the American Arbitration Association’s Rules. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty days of filing the case, then either Codeberry or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the State of Florida. In all cases, you alone will be responsible for your attorney’s fees. Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrators will not have authority to award punitive or exemplary damages. You agree that any action at law or in equity relating to the arbitration provision of these Terms or the Excluded Disputes will be filed only in the state or federal courts located in the State of Florida and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

Governing Law

This Site is created and controlled by Codeberry in the State of Florida, unless otherwise noted. These Terms will be governed and in all respects and construed by the law of the State of Florida, without giving effect to its laws on conflicts of law. By using this Site, you hereby consent to the exclusive jurisdiction and venue of courts located in the State of Florida, in all disputes arising out of or relating to the use of this Site. If any portion of these Terms is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law to the greatest extent possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.

Entire Agreement

These Terms of Service constitute the entire agreement between you and Codeberry, and supersede all prior written and oral agreements, including, but not limited to, any prior versions of these Terms.

Copyright Complaints

We encourage you to report any content on this Site that you believe infringes your rights. If you have a good faith belief that any content on this Site infringes your copyright, trademark, or other intellectual property rights, please follow our Digital Millennium Copyright Act Notice Policy set forth below.

Digital Millennium Copyright Act Notice Policy

In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), we have a designated agent for receiving notices of copyright infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. 512: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party; (v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe that any content on this Site violates your rights other than copyrights, please provide us with at least the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (iii) an explanation of what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (iv) accurate contact information.

Please send your notice of claims of copyright infringement on or regarding this Site or other complaint regarding alleged violation of rights to us here. This contact information is provided exclusively for notifying us that your copyrighted material may have been infringed. All other inquiries (e.g., requests for technical assistance or customer service, reports of email abuse, and piracy reports), will not receive a response through this process.

It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material.