PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE OR CLICKING AGREE CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER’S BEHALF.

This agreement is between CodeBlox, LLC, a Georgia limited liability company (CodeBlox), and the customer agreeing to these terms (Customer).

1. SOFTWARE SERVICE. This agreement provides Customer access to and usage of an Internet based platform service to build online applications as specified on an order (Platform).

2. USE OF SERVICE.

1. Customer Owned Data. All data uploaded by Customer to the Platform remains the property of Customer, as between CodeBlox and Customer (Customer Data). Customer grants CodeBlox the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export its Customer Data as allowed by functionality within the Platform. More information regarding ownership of data is located at this FAQ.

2. Applications. Customer may export any application it builds on the Platform as allowed by functionality within the Platform. Customer understands that the application will not operate outside of the Platform and that other customers of CodeBlox and CodeBlox itself may create applications within the Platform that are substantially similar too Customer’s application. Upon termination of an order or this agreement, the Platform will automatically delete the application in its form within the Platform. More information regarding usage of applications is located at this FAQ.

3. Access and Usage. Customer may allow its contractors to access the Platform in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors. For example, if you use a third party to build an application then you are responsible for that third party’s compliance with the terms of this agreement and that third party’s acts and omissions within the Platform.

4. Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Platform; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify CodeBlox promptly of any such unauthorized access; and (iv) may use the Platform only in accordance with the Platform ’s user guide and applicable law.

5. CodeBlox Support. CodeBlox must provide customer support for the Platform under the terms of CodeBlox’ Customer Support Policy (Support) which is located at http://www.codeblox.com

6. 15-Day Trial Version. If Customer has registered for a trial use of the Platform, Customer may access the Platform for a 15-day time period (unless extended by CodeBlox in writing). The Platform is provided AS IS, with no warranty during this time period. All Customer data will be deleted after the trial period, unless Customer converts its account to a paid Platform.

7. Integration with Third Party Services. The Platform may contain features that allows your application to interoperate with third party web services.  To use such features, Customer may be required to obtain access to such services from the third-party provider under a contract between Customer and each provider. If the provider of any such service ceases to make them available for interoperation on reasonable terms or such services are unavailable, temporarily or permanently, it may adversely impact the performance of your application and CodeBlox is not liable to Customer for any such unavailability.

3. DISCLAIMER.CODEBLOX DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE CODEBLOX TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE PLATFORM, CODEBLOX DOES NOT GUARANTEE THAT THE PLATFORM CANNOT BE COMPROMISED.CUSTOMER UNDERSTANDS THAT THE PLATFORM MAY NOT BE ERROR FREE AND USE MAY BE INTERRUPTED.

4. PAYMENT. Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Platform, which orders are governed by the terms of this agreement.
5. MUTUAL CONFIDENTIALITY.

1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). CodeBlox’ Confidential Information includes without limitation the Platform (including without limitation the Platform user interface design and layout, and pricing information).

2. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

6. CODEBLOX PROPERTY.

1. Reservation of Rights. The software, workflow processes, user interface, designs, and other technologies provided by CodeBlox as part of the Platform are the proprietary property of CodeBlox and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with CodeBlox. Customer may not remove or modify any proprietary marking or restrictive legends in the Platform. CodeBlox reserves all rights unless expressly granted in this agreement.

2. Restrictions. Customer may not (i) sell, resell, rent or lease the Platform or use it in a service provider capacity; (ii) use the Platform to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Platform ; (iv) attempt to gain unauthorized access to the Platform or their related systems or networks; (v) reverse engineer the Platform ; or (vi) access the Platform to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

3. Anonymized Data. During and after the term of this agreement, CodeBlox may use and owns all anonymized data within the Platform for purposes of enhancing the Platform, aggregated statistical analysis, technical support and other business purposes.

7. TERM AND TERMINATION.

1. Term. This agreement continues until all orders have expired or are terminated for material breach under Section 7(b).

2. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.

3. Return of Customer Data.

• Within 15-days after termination, upon request CodeBlox will make the Platform available for Customer to export Customer Data as provided in Section 2(a).
• After such 15-day period, CodeBlox has no obligation to maintain the Customer Data and may destroy it.

4. Upon Termination. Upon termination of this agreement for any reason, Customer must pay CodeBlox for any unpaid amounts, and destroy or return all property of CodeBlox. Upon CodeBlox’ request, Customer will confirm in writing its compliance with this destruction or return requirement.

5. Suspension for Violations of Law. CodeBlox may temporarily suspend the Platform or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Platform, Customer has violated a law. CodeBlox will attempt to contact Customer in advance.

6. Suspension for Non-Payment.  CodeBlox may temporarily suspend the Platform if Customer is more than 10 days late on any payment due pursuant to an order.

8. LIABILITY LIMIT.

1. EXCLUSION OF INDIRECT DAMAGES. CodeBlox is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss or if the damage or loss is foreseeable.

2. TOTAL LIMIT ON LIABILITY. CodeBlox’ total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 12-month period prior to the event that gave rise to the liability.

3. CONSUMER LAW NOTICE.  Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply. Customer may have additional consumer rights under local law.

9. INDEMNITY. To the extent allowed by law, if any third-party brings a claim against CodeBlox related to any Customer application built on the Platform, Customer must defend, indemnify and hold CodeBlox harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

10. GOVERNING LAW AND FORUM. This agreement is governed by the laws of the State of Georgia (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Cobb County, Georgia, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.

11. OTHER TERMS.

1. Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by CodeBlox. No waiver is effective unless the party waiving the right signs a waiver in writing.
2. No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
3. Independent Contractors. The parties are independent contractors with respect to each other.
4. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
5. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
6. No Additional Terms. CodeBlox rejects additional or conflicting terms of any Customer form-purchasing document.
7. Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
8. Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
9. Feedback. If Customer provides feedback or suggestions about the Platform, then CodeBlox (and those it allows to use its technology) may use such information without obligation to Customer.

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