Terms of Use

1.   Acceptance of Terms:

a.   The services Codobe LLC (“Codobe”) provides to you, the undersigned (including but not limited to the use of the office space and access to Internet), are subject to the following Terms of Use (“TOU”). 

b.   Codobe reserves the right to update the TOU at any time without notice to you.

2.   Description of Services:

a.   Codobe LLC may provide you with access to office space, workstations, Internet access, office equipment, conference space, knowledge resources, events, and other services as Codobe may provide from time to time (collectively, “Services”).  The Services at all times are subject to the TOU.

3.   No Unlawful or Prohibited Use:

a.   You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices; or by any local, state or federal laws. You may not use the Services in any manner that could damage, disable, overburden, or impair any Codobe server, or accounts, computer systems, equipment, or networks connected to any Codobe server or the Services OR interfere with any other party’s use and enjoyment of any Services.

b.   You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any server or to any of the Services, including but not limited to hacking, password mining, skimming, or any other means.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should you post, upload, or download files that you know or should know are illegal or that you have no rights to. 

c.   You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions and no further authorization or approval is necessary.  You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party. 

d.   In the event of a breach of the terms and conditions of this section, your use and/or participation at Codobe and your membership shall be terminated, immediately.

4.   Use of Services

You agree that when participating in or using the Services, you will not:

a.   Use the Services in connection with contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited message (commercial or otherwise);

b.   Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

c.   Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through Codobe Services;

d.   Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;

e.   Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;

f.   Upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

g.   Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

h.   Restrict or inhibit any other user from using and enjoying the Services;

i.   Violate any code of conduct of other guidelines which may be applicable for any particular Service.

j.   Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

k.   Violate any applicable laws or regulations; and

l.   Create a false identity for the purpose of misleading others.

5.   Right of Disclosure to authorities

a.   Codobe reserves the right at all times to disclose any information about you, your participation in and use of the Services as Codobe deems necessary to satisfy any applicable law, regulation, legal process or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Codobe’s sole discretion.

6.   Confidentiality

a.   You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information.  “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Codobe, or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. 

 

Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems, and/or books and records of Codobe any analyses, compilations, studies or other documents prepared by Codobe or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential. 

b.    Your participation in and/or use of the Services obligates you to

   i.   maintain all Confidential Information in strict confidence;

   ii.   not to disclose Confidential Information to any third parties;

   iii.   not to use the Confidential Information in any way directly or indirectly detrimental to Codobe or any participant or user of the Services.

c.   All Confidential Information remains the sole and exclusive property of Codobe or the respective disclosing party.  You acknowledge and agree that nothing in this TOU or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Codobe or any participant or user of the Services.

7.   Participation In or Use of Services

a.   You acknowledge that you are participating in or using the Services at your own free will and decision.  You acknowledge that Codobe does not have any liability with respect to you ; your guests; or your family members; access, participation in, use of the Services, or any loss, injury, or damage resulting from such participation or use.

b.   You acknowledge that you are responsible for any guests, family members, or anyone you allow to access, use or participate in the Services.  This includes but not limited to any children you accompany.

c. You acknowledge that your participation in photographed and videoed events that you irrevocably authorize Codobe to use your likeness in any and all of its publications, including print or we-based publications.  You understand that Codobe has the right to copy, edit, enhance, crop or otherwise alter any Photo or Video for use in their publications.  You understand and agree that all photos/videos are the property of Codobe, and will not be returned to me.  You understand that you are not entitled to any compensation or royalties with respect to Codobe's use of the photos/videos.  

8.   Children participation in or Use of our Services

a.   Children being defined as any person under the age of 18 at the time of use must be authorized to do so by a parent or guardian. 

b.   Children under the age of 13 must have a parent, guardian, or family authorized caregiver in the facility at all times.

c.   Children under the age of 7 must be supervised by a parent, guardian, or family assigned caregiver at all times.   

d.   Children are not the responsibility of the staff of Codobe in anyway.  Children are to be watched, supervised, and protected by their family or caregivers at all times.  Children may interact with the staff or contractors of Codobe during activities events, however, during these interactions it is the sole responsibility of the parent, guardian or caregiver to ensure the safety and well being of the children. 

9.   Disclaimer of Warranties.

a.   To the maximum extent permitted by applicable law, Codobe provides the services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence.  Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement.  The entire risk as to the quality, or arising out of participation in or the use of the Services, remains with you.

10.   Exclusion of Incidental, Consequential and Certain Other Damages.

a.   To the maximum extent permitted by applicable law, in no event shall Codobe or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, independent contractors, representatives, employees, successors and assigns, jointly or individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Codobe, and even if Codobe has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability, for consequential or incidental damages, the above limitation may not apply to you.

11.   Limitation of Liability and Remedies.

a.   Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Codobe or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this TOU and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to ten dollars (USD $10.00). The foregoing limitations, exclusions and disclaimers (including sections 8 and 9 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

12.   Termination

a.   Codobe reserves the right to terminate any Service at any time. Codobe reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU.

13.   Indemnification

a.   You release, and hereby agree to indemnify, defend and save harmless Codobe and Codobe’s subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by Codobe or its respective officers and agents in connection with the defense of such claim or lawsuit.

14.   Severability.

a.   In the event that any provision or portion of this TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

15.    Insurance.

a.   Codobe will carry General Liability insurance. As a user or participant, it is strongly suggested that you carry a sufficient insurance policy to cover your own equipment, products and services while using or participating in the Codobe Services and/or events.