Terms of Service

Updated: June 16, 2014
Effective: June 16, 2014

Welcome to codref* (“codref”, “we”, “our” or “us”). These Terms of Service (the “Terms of Service” and/or “Terms”) contain the legal terms and conditions that govern your use of and access to www.codref.com and any related sites (the “Site”) and our Software, Documentation and Content (all as defined below and collectively, the “Services”) (the Site and the Services are referred to collectively as the “codref* Properties”). Please review these Terms of Service carefully before using the Services.

If you have entered into a separate paid agreement with us for specific services, then the terms of that agreement controls if it conflicts with these Terms.

If you have not entered into a separate paid agreement with us for specific services, then by using the AgileSPC Properties, clicking on the “I Agree” Button, completing the registration process, and/or browsing the Site or downloading any of our Software, you represent that (1) you have read, understand, and agree to be bound by the Terms of Service, (2) you are of legal age to form a binding contract with codref*, and (3) you have the authority to enter into the Terms of Service personally or on behalf of the company or other organization you have named as the user, and to bind that entity to these Terms of Service. In the event you are agreeing to these Terms of Service on behalf of a company or organization, “you” and “your” will refer to the entity you are representing.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Service and any applicable Supplemental Terms are referred to herein as the “Terms.”

1 Services

1.1 codref* May Discontinue the Services. codref* may choose to modify or discontinue the Services, including any portions of the Services as we update our offerings and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you.

1.3 Privacy. The codref* Privacy Policy www.codref.com/privacy governs any of the personal information that you provide to us.

1.4 Your Account. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by our registration form (“Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using the codref* Properties under the laws of Italy, your place of residence or any other applicable jurisdiction. You agree not to create an account using a false identity or information. You agree not to create an account or use the codref* Properties if you have been previously removed by codref*, or if you have been previously banned from any of the codref* Properties. It is your responsibility to safeguard the login and password that you use to access the Services and the Forums and you agree not to share your login and password with any third party, including not sharing your login amongst two or more users. You are responsible for any activity originating from your account, regardless of whether such activity is authorized by you. You should notify codref* immediately of any unauthorized use of your account.

1.5 Use of the codref* Properties. Subject to compliance with these Terms of Service, codref* grants to you a limited, non-exclusive, non-transferrable, non-sublicensable right to: (i) access and use the codfref* Properties for your internal business purposes; (ii) use the Documentation in support of such access and use of the codref* Properties; and (iii) reproduce portions of the codref* Properties for the sole purpose of using the codref* Properties for your internal business purposes. Unless otherwise specified by codref* in a separate license, your right to use any codref* Properties is subject to the Terms.

1.6 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: You may not (i) copy, modify, host, sublicense or resell the Services; (ii) frame or utilize framing techniques to enclose any trademark, logo, or other codref* Properties (including images, text, page layout or form) of codref*; (iii) use metatags or other “hidden text” using codref*’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the codref* Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials; (vi) access the codref* Properties in order to build a similar or competitive website, application or services; (vii) remove or destroy any copyright notices or other proprietary markings contained on or in the codref* Properties; (viii) access or attempt the access the Services by any means other than what codref* provides or expressly allows; (ix) modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services, codref*, or any other codref* service; (x) reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services, without the express written permission by codref*; (xi) transmit any worms or viruses or any code of a destructive nature; or circumvent any use restrictions put into place to prevent certain uses of the Services; (xii) violate any intellectual property right of any third party or behave in a manner that is unlawful; (xiii) misrepresent your affiliation with a person or entity; (xiv) attempt to disable, impair, or destroy the Services or disrupt or inhibit any other user from using the Services; (xv) market or advertise through the Services; (xvi) use any data mining or similar data gathering and extraction methods in connection with the Services; or (xvii) use the codref* Properties to violate any applicable law.

1.7 Availability of the Services. Information describing the Services is accessible worldwide but this does not mean the Services or certain portions of the Services are available in your country. We may restrict access to portions of the Services in certain countries. It is your responsibility to make sure your use of the Services is legal in the country where you reside. The Services may not be available in all languages. If at codref*’s reasonable determination, you are using the codref* Properties in a manner that violates laws, creates an excessive burden or potential adverse impact on codref*’s systems, in addition to any of its other rights or remedies, codref* may, without liability to codref*, immediately suspend your access to the codref* Properties.

1.8 Your Data. Use of the Services may depend on your transmission of certain data (your “Data”). You retain all rights and ownership in your Data. We do not claim any ownership rights in your Data. You represent and warrant that you have the necessary rights and licenses required to provide your Data to codref* in connection with your use of the Services and that by providing your Data in this manner, you will not violate any intellectual property rights of third parties, confidential relationships, contractual obligations or laws. Without limiting the generality of the foregoing, you shall provide all notices to, and obtain any consents from, any data subject as required by any applicable law, rule or regulation in connection with the processing of any personally identifiable information of such data subjects via the Services by codref* and/or you. You shall be solely responsible for ensuring that any processing of Data by codref* and/or you via the Services does not violate any applicable laws. You shall not process or submit to the Services any Data that includes any: (i) “personal health information,” as defined under the Health Insurance Portability and Accountability Act, unless it enters into a separate agreement with codref* relating to the processing of such data; (ii) government issued identification numbers, including Social Security numbers, driver’s license numbers and other state-issued identification numbers; (iii) financial account information, including bank account numbers; (iv) payment card data, including credit card or debit card numbers; or (iv) “sensitive” personal data, as defined under Directive 95/46/EC of the European Parliament (“EU Directive”) and any national laws adopted pursuant to the EU Directive, about residents of Switzerland and any member country of the European Union, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission any crime or offense.

1.9 codref* Stores Your Data in the European Union. codref* provides the Service from the European Union. By using and accessing the Service, you understand and agree to the storage and processing of your Data and any other information you choose to provide in the European Union. codref* reserves the right to store and process your Data and any other information you choose to provide outside of the European Union and will endeavor to give you 30 days’ notice in the event of such a change.

1.10 codref* Proprietary Rights. Except with respect to your Data and your User Content (defined below), you agree that codref* and our suppliers own all rights, title and interest in the codref* Properties and Content. codref*'s Software and other technology that may be used to provide the Services are protected by copyright, trademark, and other laws of both the Italy and foreign countries. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the codref* Properties. These terms do not grant you any right, title, or interest in any of the codref* Properties or any Content other than your Data and your User Content. These Terms do not grant you any rights to use the codref* trademarks, logos, domain names, or other brand features.

1.11 Your Feedback. We appreciate your ideas, comments, suggestions, documents and/or proposals (“Feedback”). You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant codref* a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback.

2 Use

2.1 Commercial Services. codref* offers several types of paid Services subject to Supplemental Payment Terms (“Commercial Services”). Commercial Services are listed on codref*’s product information page available at www.codref.com/products.

2.2 Support. Technical support is only provided to users of Commercial Services based on your specific purchased Service. If you are using the Service via a Free account, codref provides support via the Ticketing System and access to codref* installation guides and other documentation related to the Service.

2.4 Unauthorized Use & Access. You will prevent unauthorized use of the Services by your users and terminate any unauthorized use of or access to the Services. You will promptly notify codref* of any unauthorized use of or access to the Services.

2.6 Third Party Technology. The Services may contain links to third party websites or technology (for example, we may host a library of plugins created by entities other than codref*) (“Third Party Technology”). codref* does not endorse and is not responsible or liable for the products or services provided by such third parties. codref* is not responsible for the operation or functionality of such Third Party Technology. You are solely responsible for your use of any Third Party Technology. In addition, we may provide you with software governed by an open source license. If there are provisions in those open source licenses that expressly conflict with these Terms, the relevant open source license terms will apply. ANY THIRD PARTY TECHNOLOGY DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH YOUR USE OF THE CODREF* PROPERTIES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH THIRD PARTY TECHNOLOGY.

3. Indemnification. You agree to indemnify and hold codref*, its parents, subsidiaries, affiliates, officers, agents, employees, resellers or other partners and licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your Data, or the use thereof, including but not limited to allegations that any processing of your Data by codref* and/or you under this Agreement violates any applicable law or regulation, or infringes the privacy or intellectual property rights of a third party, your User Content, your use of the codref* Properties, your violation of these terms, or your violation of any law.

4. The Service is Available “AS-IS” AND WITHOUT WARRANTY. CODREF* PROVIDES THE CODREF* PROPERTIES “AS IS” AND ON AN “AS AVAILABLE” BASIS. YOUR USE OF THE CODREF* PROPERTIES IS AT YOUR OWN RISK. CODREF* PROVIDES THE CODREF* PROPERTIES WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. codref* makes no warranty or condition that the codref* Properties will meet your requirements or be uninterrupted, timely, secure or error-free. codref* makes no warranty or condition that results obtained from your use of the codref* Properties will be accurate or reliable or that any errors in the codref* Properties will be corrected. codref* will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the codref* Properties. No advice or information, whether oral or written, obtained by you in connection with your use of the codref* Properties shall create any warranty not expressly stated in these Terms. FROM TIME TO TIME, CODREF* MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OR CONDITION OF ANY IND, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME AT OUR SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES AND TOOLS.

5. codref*’s Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL codref*, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT CODREF* HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CODREF*’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES AND THE SITE WILL AT ALL TIMES BE LIMITED TO THE GREATER OF FORTY EUROS (EUR 40) OR THE AMOUNTS YOU PAID TO CODREF* IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CODREF* AND YOU.

6. Termination. We reserve the right to suspend or cease providing the codref* Properties or any portion of the codref* Properties, at any time, with or without cause, and with or without notice. We may suspend or terminate your use of the codref* Properties if you are not complying with these Terms, or if you use the Services in any way that could cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance. If you want to terminate the Services at any time, you may do so by notifying codref*. Your written notice should be sent to codref*’s address set forth in the Notice section below or to: ​billing@codref.com.

7. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and data associated with or inside your account, including your Data. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of your Data associated therewith from our live databases. codref* will not have any liability whatsoever to you for any suspension or termination, including for deletion of your Data. All provisions of these Terms, which by their nature should survive, shall survive termination of Services, including without limitation ownership provisions, warranty disclaimers and limitations of liability.

8. Electronic Communications. The communications between you and codref* use electronic means, whether you visit the codref* Properties or send us e-mails, or whether we post notices on the codref* Properties or communicate with you via e-mail. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. Your consent in this section does not affect your statutory rights.

9. Notice. Where codref* requires that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us at the following address: codref*, via Spalato 85/e - 10141 Torino (Italy). Such notice shall be deemed given when received by codref* by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

12. Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the law of Italy, without giving effect to any principles that provide for the application of the law of another jurisdiction.

13. General Terms. These Terms constitute the entire and exclusive agreement between codref* and you with respect to the Services and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms constitute the entire and exclusive agreement between codref* and you with respect to the codref* Properties and supersede and replace any other agreements, terms and conditions applicable to the Services. Purchase orders placed by you shall be for the sole purpose of specifying the Commercial Services that you wish to purchase. Any other terms stated in any purchase order delivered to codref* by you, other than pursuant to an Order Form supplied by codref*, shall have no effect. These Terms create no third party beneficiary rights. codref*’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but codref* may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. You and codref* are not legal partners or agents; but rather we have an independent contractor relationship. codref* will not be responsible for any failure to perform or delay in performing any of its obligations under these Terms where and to the extent that such failure or delay results directly or indirectly from an event beyond codref*’s reasonable control.