Terms of Use

Last Updated: 3rd December 2018

The following Terms of Use (“Terms) are a contract between you (“the Customer”) and us (“Codeherent” or “we”). They describe the Services provided when you sign up for an account with us, define aspects regarding our business relationship, and clarify the terms and conditions that are applicable to your access and use of the websites, products and services provided by Codeherent. Utilisation of these Services provided, including but not limited to, signing up for a free Account/Trial indicates agreement with, and acceptance of, these Terms.

Warranties and Guarantees

If User is a Customer, Codeherent Ltd makes the following warranty to Customer: Codeherent Ltd shall use commercially reasonable efforts consistent with prevailing industry standards to provide the services in a professional and workmanlike manner that is free of defects. Customer's sole remedy, and Codeherent Ltd's exclusive liability, for defects in the Service, shall be for Codeherent Ltd to use commercially reasonable efforts to promptly correct such defects.

The Customer represents and warrants that:

  1. With respect to all information it provides to Codeherent Ltd (such as, Recipient Information), Customer has the full right and authority to make such provision and to allow Codeherent Ltd to use such information to provide the Service (including, without limitation, for Codeherent Ltd to provide such information to its data providers),
  2. None of the content (e.g. emails) transmitted, uploaded or otherwise distributed by it (or its partners or any third party) through use of the Service will infringe or otherwise conflict with the rights of any third party

The Website and Services are provided "as is". Codeherent Ltd and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Codeherent Ltd nor its suppliers and licensors makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

Privacy

Codeherent Ltd’s current privacy policy is available here .

Performance

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

Fees & Payment

All fees and payment terms for subscriptions are defined and outlined in your contract that was agreed upon at the outset of your subscription to the Products and Services provided by Codeherent Ltd.

Termination

By You. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.

By Codeherent Ltd. Codeherent Ltd may terminate your Subscription at the end of a billing cycle by providing written notice to you. Codeherent Ltd may terminate your Subscription for any reason by providing at least 30 days’ written notice to you.. Codeherent Ltd may suspend performance or terminate your Subscription for any of the following reasons:

  1. You have materially breached these Terms and failed to cure that breach within 30 days after Codeherent Ltd has so notified you in writing;
  2. You cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days;
  3. You fail to pay fees for 30 days past the due date.

Additionally, Codeherent Ltd may limit or suspend the Services to you if you fail to comply with these Terms, or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. Codeherent Ltd may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we limit, suspend, or terminate the Services you receive, we will endeavour to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where Codeherent Ltd may decide that we need to take immediate action without notice. Codeherent Ltd will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Codeherent Ltd has no obligation to retain your Content upon termination of the applicable Service.

Further Measures. If Codeherent Ltd stops providing the Services to you because you repeatedly or egregiously breach these Terms, Codeherent Ltd may take measures to prevent the further use of the Services by you, including blocking your access to Services we provide.

Rules and Restrictions

Users shall not, nor permit anyone else to, directly or indirectly:

  1. Reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law);
  2. Modify or create derivatives of any part of the Service;
  3. Rent, lease, or use the Service for timesharing or service bureau purposes
  4. Remove or obscure any proprietary notices on the Service. As between the parties, the Company shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.

User shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Codeherent Ltd reserves the right to bar any such activity.

User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Codeherent Ltd server, or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate means.

User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service.

User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Codeherent Ltd's systems or networks, or any systems or networks connected to the Service or to Codeherent Ltd.

User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service.

User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement.

Limitation of Liability

In no event will Codeherent Ltd be liable to any party for any direct, indirect, incidental, special, punitive or consequential damages of any type whatsoever related to or arising from the website, services or products, use of the materials, or of any site or resource linked to, referenced, or accessed through the website. This exclusion and waiver of liability includes, without limitation, any lost profits, business interruption, lost savings or loss of data, even if Codeherent Ltd is expressly advised of the possibility of such damages. this exclusion and waiver of liability applies to all causes of action, no matter the legal theories, and will apply to the fullest extent permissible by law.

Indemnification

You agree to indemnify and hold harmless Codeherent Ltd, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, or Services, including but not limited to out of your violation this Agreement.

Changes

Codeherent Ltd reserves the right to, at its sole discretion, make changes to these Terms at any point. It is your duty to periodically check this page to see if any updates have been made.