Terms of Service

^{Last Updated: June 3, 2021}

Introduction

Welcome, and thank you for your interest in Coder Technologies, Inc ("Coder," "we," or "us") and our website at www.coder.com, along with any related websites on which we post these Terms of Service (collectively, the "Site"). These Terms of Service are a legally binding contract between you and Coder regarding your use of the Site.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING "I ACCEPT," OR BY OTHERWISE ACCESSING OR USING THE SITE , YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING CODER’S PRIVACY POLICY (TOGETHER, THESE "TERMS"). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Site. YOUR USE OF THE SITE, AND CODER’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY CODER AND BY YOU TO BE BOUND BY THESE TERMS.

1. Coder Site Overview

The Site is intended to provide information about Coder products and services and a way for you to contact Coder.

2. Eligibility

You must be at least 13 years old to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) you have not previously been suspended or removed from the Site; and (c) your registration and your use of the Site is in compliance with any and all applicable laws and regulations.

3. Grant of License

3.1 Limited License

Subject to your complete and ongoing compliance with these Terms, Coder grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site.

3.2 License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Site; (b) make modifications to the Site; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, you may not use it.

3.3 Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site ("Feedback"), then you hereby grant Coder an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services.

4. Ownership; Proprietary Rights

The Site is owned and operated by Coder. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site ("Materials") provided by Coder are protected by intellectual property and other laws. All Materials included in the Site are the property of Coder or its third party licensors. Except as expressly authorized by Coder, you may not make use of the Materials. Coder reserves all rights to the Materials not granted expressly in these Terms.

5. Third Party Sites

The Site may contain links to third party websites. Linked websites are not under Coder’s control, and Coder is not responsible for their content.

6. Prohibited Conduct

BY USING THE SITE YOU AGREE NOT TO:

use the Site for any illegal purpose or in violation of any local, state, national, or international law;
interfere with security-related features of the Site, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law;
interfere with the operation of the Site or any user’s enjoyment of the Site, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; or (ii) interfering with or disrupting any network, equipment, or server connected to or used to provide the Site;
attempt to do any of the acts described in this Section 6 or assist or permit any person in engaging in any of the acts described in this Section 6.

7. Modification of these Terms

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 7, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

8. Term, Termination and Modification of the Site

8.1 Term

These Terms are effective beginning when you accept the Terms or first access or use the Site, and ending when terminated as described in Section 8.2.

8.2 Termination

If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, Coder may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice.

8.3 Effect of Termination

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Site; and (b) Sections 3.3, 4, 8.3, 9, 10, 11, and 12will survive.

8.4 Modification of the Site

Coder reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. Coder will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.

9. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Coder and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Coder Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) Data; or (e) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

10. Disclaimers; No Warranties

THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED "AS IS"AND ON AN "AS AVAILABLE"BASIS. CODER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL DATA, MATERIALS, AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CODER DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CODER DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE
SITE OR CODER ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE
SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE CODER ENTITIES OR THE
SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR
ANY DAMAGE THAT MAY RESULT FROM THE SITE AND YOUR DEALING WITH ANY OTHER
SITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT
YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE
TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN
CONNECTION WITH THE SITE) OR ANY LOSS OF DATA.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE
FULLEST EXTENT PERMITTED BY LAW. Coder does not disclaim any warranty or
other right that Coder is prohibited from disclaiming under applicable law.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CODER ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY DATA, MATERIALS, OR CONTENT ON OR MADE AVAILABLE THROUGH THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CODER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CODER
ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF ANY
PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT,
TORT, OR OTHERWISE, IS LIMITED TO \$100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES
ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS
AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH
OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF
THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY
LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Miscellaneous

12.1 General Terms

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Coder regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including"means "including but not limited to". If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

12.2 Governing Law

These Terms are governed by the laws of the State of Texas without regard to conflict of law principles. You and Coder submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Travis County, Texas for resolution of any lawsuit or court proceeding permitted under these Terms.

12.3 Privacy Policy

You acknowledge and agree that except as described in these Terms, any personal information you enter into the Site or that we collect from you in the provision of the Site will be processed in accordance with the Coder Privacy Policy. The Coder Privacy Policy is incorporated by reference into, and made a part of, these Terms.

12.4 Data

You are solely responsible for any data and information (including personal information) entered into, provided, or used by you in connection with the Site ("Data") and for complying with any privacy or data protection laws and regulations applicable to Data and your use of the Site. You hereby grant Coder the right to collect, process, transmit, store, use, and disclose Data to provide the Site and as otherwise set forth in this Agreement and the Coder Privacy Policy.

12.5 Analytics Data

You acknowledge and agree that Coder may collect, create, process, transmit, store, use, and disclose aggregated and/or deidentified data derived from Data or use of the Site ("Analytics Data") for its business purposes, including for industry analysis, benchmarking, and analytics.

12.6 Information Security

Coder will implement commercially reasonable security measures that are designed to protect Data in its possession or control against unlawful or unauthorized access, use, alteration, or disclosure.

12.7 Additional Terms

Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

By using the Site, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

12.9 Contact Information

The Site is offered by Coder Technologies Inc., located at 9901 Brodie Lane, Ste 160 #1212, Austin, TX 78748. You may contact us by sending correspondence to that address or by emailing us at [email protected].

12.10 Notice to California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.

12.11 International Use

The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.