Codemmunity General Terms

These General Member Terms (“General Member Terms” or “Member Terms”) are entered into and agreed to by Codemmunity, a software company, and its Affiliates (“Codemmunity” “We” or “Us”), and all Members (as further described below) of the Codemmunity Site and Services (“Site and Services”) as a condition of accessing and using those Site and Services. Among other things, these General Member Terms govern use of the Site and participation in the Reviews Program.

Members to whom these General Member Terms apply may include, without limitation: potential software buyers, software vendors, software reviewers, industry insiders and media relations professionals (each a “Member” or “You”).

We reserve the right to update or otherwise modify these General Member Terms from time to time. You are responsible for checking these General Member Terms periodically for changes and updates. Your use of the Site and Services following such posted changes and updates constitutes acceptance of such changes and updates.

BY ACCESSING AND USING THE Site AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY THESE GENERAL Member TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT ACCESS OR USE THE Site OR SERVICES.

In consideration of the premises set forth above, You the Member hereby agree as follows:

ACCOUNT REGISTRATION:

[To the extent our Site and Services require a Member Account]

Member Accounts:

When creating a Member Account, You agree to: (i) provide and keep current accurate and complete information about yourself and your company (“Information”); (ii) maintain the confidentiality of your Account and log-in credentials, if applicable; and (iii) restrict access to all others. You agree to accept responsibility for all activities that occur under your Account. If we have reasonable grounds to suspect that the information you provide is inaccurate, incomplete or impersonates another person, then we reserve the right to suspend or terminate your Account. All Information will be stored and used in accordance with our Privacy Policy.

USE OF WEBSITE:

By accessing and using Codemmunity, You acknowledge that you are responsible for your actions and for all Member Content you post. You represent and warrant, to the best of your knowledge:

• That You have all necessary right, power, and authority to enter into these General Member Terms and to fulfill your contractual obligations hereunder;
• That any and all information You post or provide, including, without limitation, as part of any registration or application or to gain access to the Site or Services, is true, accurate, and not misleading and that You will not allow any other person or entity to use your Account;
• That the information and Member Content you upload, post, e-mail, transmit, or otherwise make available to Us or on our Site, including without limitation reviews, trademarks, logos, screenshots, and videos is accurate and free of third party encumbrances;
• Artificial Intelligence and Machine Learning: You may not use nor attempt to use any data or content found on or accessed through the Site as input into or for the training or development of generative artificial intelligence, machine learning, algorithms, software, or related technologies, to create any derivative works, compilations or collective works, or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, or that allows any third parties to access, use or benefit from our proprietary intellectual property in any way.
• That You will, when posting Member Content on our Site, adhere to our Community Guidelines and bear all liability related to your submission of such Member Content through our Site and/or Services;
• That You will not post or otherwise provide Member Content that is unlawful, tortious, malicious, defamatory, infringing, libelous, abusive, disparaging, pedophilic, pornographic, obscene, invasive of another's privacy, promotes illegal activities/conduct or violates local, state, national, or other applicable laws or regulations;
• That You will not post or otherwise provide Member Content that You do not have the right to make available under any law or contractual or fiduciary relationship (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or information protected under nondisclosure agreements);
• That You will not post or otherwise provide Member Content that contains a software virus or any other code files or programs with the ability to interrupt, destroy, compromise, or otherwise limit the functionality of any computer software or hardware or telecommunications equipment;
• That You will not forge headers or otherwise manipulate identifiers for the purpose of disguising the origin of any Member Content posted on the Site;
• That You will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of the Website or our Vendors without our express written consent;
• That You will not use any automated means or form of data scraping or data extraction to access, query, download or otherwise collect our Content or related information from our Site (except as expressly permitted by Us) or otherwise without authorization use or upload our Content; or create new links, reposts, or referrals through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers, and data mining tools);
• That You will not use or partner with any third-party reviews-generating provider to submit reviews on our Site but rather will submit only those reviews that are written or uploaded by You in your individual capacity;
• That You will not duplicate, download, publish, modify, or otherwise distribute our Content for any purpose other than for your own individual use;
• That You will not collect or "harvest" from our Site the personal information (“Information”) of other Members without their consent for the purpose of transmitting unsolicited commercial mass mailings, "spamming” or any other unlawful purpose; and
• That You will not access our Site and Services by any means other than through interfaces expressly authorized by us and these General Member Terms.

At our discretion, We may, with the use of Moderators, although with no obligation, monitor and terminate Member activity on our Site, and/or edit or remove Member Content, which violates or otherwise fails to comply with these General Member Terms.

OUR REVIEWS PROGRAM:

How the Program Works:

Our Site and Services are powered by online reviews & articles submitted by verified Members of software products, white label code, custom code, and Low code-no code in either written or video format (“Content”). We encourage those who desire to share their experience regarding a software product, service, or vendor to submit Member Comments on our Site. You acknowledge and agree that We, as the website operator, are merely providing a platform for these Member comments; and that all such Member comments represent the opinions of the reviewers of those products, services, or vendors and not our own opinions. From time to time, We may provide nominal incentives (such as gift cards, run polls, etc) to encourage the submission of honest opinions, regardless of whether the content of the review is positive or negative. We provide clear notice on our Site when a reviewer has been offered a nominal incentive for submitting an honest review. We also provide a service to assist vendors in soliciting reviews from their customers for posting on our Site. We provide clear notice on our Site when a review has been sourced in this manner. Members may opt to post their review anonymously, but must submit sufficient information for our Quality Assurance team to verify their identity. While a commenter may choose not to share personal information with the public, their identity is always verified by our team before We allow their submitted review to be published.

Our Community Guidelines:

When participating in our Program, You (whether a software developer, buyer, vendor, or reviewer), acknowledge and agree to adhere to our Community Guidelines. Our Community Guidelines set forth the rules of play for Members, reviewers, commenters, buyers, and vendors. Our guidelines cover, without limitation, the QA process, the guidelines each review must meet, as well as the processes for flagging reviews for investigation and applying penalties. These guidelines also outline the protections We put in place to maintain high-quality, trusted reviews and comments, as well as the respective rights of developers, reviewers, buyers, and vendors. As a neutral content platform, We will only remove reviews that we, in our discretion, determine do not comply with our Community Guidelines.

INTELLECTUAL PROPERTY RIGHTS:

Our Site is composed of Content created by Us, our Partners, and our members. This section sets out the ownership and usage rights for each type of Content.

Listed company names are the service marks and trademarks of their respective companies.

Our IP:

Our Site and all intellectual property rights therein, including without limitation the vendor listings we create from publicly available or licensed Content, along with our Services and/or our domain names (collectively, “Codemmunity IP”), constitute the property of Codemmunity, its Affiliates and/or its authorized licensors, and are protected by U.S. and international copyright, trademark, and other intellectual property laws.

We grant to Member a worldwide, revocable, royalty-free, non-exclusive license to use, view, and download the Codemmunity IP for Member’s personal, non-commercial use in accordance with these General Member Terms, the Community Guidelines, and applicable U.S. and international copyright laws.

Except to the extent otherwise expressly permitted under copyright law, Member will not copy, reproduce, modify, use, distribute, display, create derivative works of, or otherwise exploit the Codemmunity IP without the express written consent of Codemmunity or the applicable copyright owner.

Member IP:

Member certifies that Member owns or has secured all necessary intellectual property rights in the Content that Member uploads, posts, includes in a video, e-mails, transmits, or otherwise makes available to us or on our Site, including without limitation Member Reviews and attached comments (collectively, "Member IP"), and Member further agrees to be liable for all such Member IP.

By posting Member IP (including without limitation, Member Reviews) on our Site or otherwise submitting Member IP to Us, Member grants to Us, our Affiliates and Partners a perpetual, worldwide, irrevocable, exclusive, royalty-free, and fully sub-licensable right to use, reproduce, translate, modify, create derivative works of, publicly display, communicate and distribute (either electronically or via other media now known or hereafter devised) the Member IP in the ordinary course of our business, with the exclusive right to enforce copyrights against anyone copying, republishing, distributing, editing, scraping, or preparing derivative works without the consent of Us, our Affiliates, Partners, and any sub-licensees.

All intellectual property rights not expressly granted hereunder are expressly reserved to us.

COPYRIGHT INFRINGEMENT CLAIMS:

We respect the intellectual property rights of others and will not tolerate infringing activity on our Site.

If You are a copyright owner or agent, and You believe your rights under applicable Copyright laws are being infringed by Us or another person or entity using our Site or Services, You may submit to our Designated Copyright Agent ([email protected]) a written notification pursuant to the Digital Millennium Copyright Act ("DMCA") (17 U.S.C. § 512), which includes the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
• Identification of the work or material being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
• Your contact information, including phone number and email address at which You may be contacted;
• Your good faith statement that the use of the work or material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in your notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of the allegedly infringed copyright.

We reserve the right to seek damages from any person who knowingly, materially submits a DMCA notification claim under this section in violation of the law.

DATA PROTECTION:

Each of Us and Member agrees, in fulfilling its respective obligations under these General Member Terms, to comply with all applicable data privacy legislation and with the terms of our Privacy Policy, which describes how we collect, use, and safeguard your personal information (Information) to administer your Services and Site experience.

REPRESENTATIONS & WARRANTIES:

Member represents and warrants to the best of its knowledge:

• That it has all necessary right, power and authority to enter into these General Member Terms and to fulfill its contractual obligations hereunder;
• That the information that it uploads, posts, e-mails, transmits, or otherwise makes available to us or on our Site, including without limitation content, reviews, screenshots, is accurate and free of third party encumbrances;
• That it has not breached any third party rights, including without limitation: intellectual property, publicity or privacy, consumer protection, tort and product liability rights;
• That it complies with all applicable security standards and is free from any viruses, including without limitation malware or Trojan horses; and
• That it complies with all applicable laws, statutes, ordinances and regulations.

DISCLAIMER:

YOUR USE OF OUR Site AND SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR Site AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT OR SYSTEM INTEGRATION. WHILE OUR Site SERVE AS A PLATFORM TO HOST SOFTWARE PRODUCT LISTINGS, WE ARE NOT RESPONSIBLE FOR ENSURING THE LEGAL AND/OR REGULATORY COMPLIANCE OF THESE SOFTWARE PRODUCTS. FOR INFORMATION ON A SOFTWARE PRODUCT’S LEGAL AND/OR REGULATORY STANDING, PLEASE CONSULT THE SOFTWARE DEVELOPER/VENDOR DIRECTLY THROUGH THEIR WEBSITE. WE DO NOT WARRANT THAT OUR SITE WILL BE SECURE, AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER; THAT ERRORS OR DEFECTS WILL BE CORRECTED; OR THAT THE CONTENT ON OUR Site IS ACCURATE OR APPROPRIATE FOR YOU AND YOUR BUSINESS NEEDS.

LIMITATION OF LIABILITY:

Neither We nor Member will be liable for any consequential, special, indirect, exemplary or punitive damages arising out of or in any way related to these General Member Terms or the other party’s use of the Site and Services, including without limitation loss of profits, revenue, interest, goodwill, loss or corruption of data or other interruption of business (whether in contract, tort or under other legal theory), even if advised of the possibility of such damages.

Except for breach of the indemnification section hereunder, each party’s aggregate liability to the other for direct damages under these General Member Terms is limited to the greater of three (3) times the fees paid for the impacted engagement or $500,000.00 (five hundred thousand U.S. dollars). We expressly disclaim liability for any and all disputes arising between vendors and Members of our Site and Services. By accessing and using our Site and Services, You release us, our parent company and Affiliates from any and all liability for any and all claims arising from disputes between vendors and Members of our Site or Services.

INDEMNIFICATION:

Each of Us and Member (in its capacity as “Indemnitor”) agrees to indemnify, defend and hold harmless the other party, its agents, affiliates and employees (in its capacity as "Indemnitee”) from and against any and all third party claims, liabilities, losses and expenses (including damage awards, settlement amounts and reasonable attorneys’ fees) arising out of or relating to a violation of these General Member Terms, except to the extent such losses and expenses arise from the negligence or willful misconduct of Indemnitee.

TERMINATION:

Termination by Us: We reserve the right in our sole discretion, without penalty and at any time without notice, to modify or discontinue (temporarily or permanently) Member’s access to our Site and Services, or any part thereof if We believe that Member is violating these General Member Terms. If Member uses or attempts to use our Site and/or Services for any purpose that contravenes these General Member Terms (including without limitation tampering, hacking, data scraping, modifying or otherwise corrupting the security or functionality of our Site and Services), Member may also be subject to civil and criminal liability.

Termination for Convenience By Member: Member may terminate its Member Account at any time by sending an email request to [email protected]. We will endeavor to remove your Member Account within 5 (five) business days. While You still may be able to access certain portions our Site and Services following termination of your Account, You will no longer have access to the full functionality. By Us: We may in our sole discretion terminate your Member Account, or impose limits on or restrict your access to parts or all of our Site and/or Services at any time, without notice or liability.

FORCE MAJEURE:

Neither party will be liable for any failure or delay of performance under these General Member Terms resulting from a force majeure event beyond the reasonable control of a party, including without limitation, natural disasters, acts of God, government regulations, war, terrorism, labor disputes and power failures.

GOVERNING LAW:

These General Member Terms are governed by International Law.

WAIVER & SEVERABILITY:

Our failure to act with respect to a breach of these General Member Terms will not constitute a waiver and does not waive our right to act with respect to subsequent or similar breaches. If any of these General Member Terms shall be deemed invalid, void, or for any reason unenforceable under applicable law, then that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or provision of these General Member Terms.

ENTIRE AGREEMENT:

These General Member Terms along with our Community Guidelines and our Privacy Policy, constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof; and supersede, replace any/or nullify any conflicting or additional terms.

Terms Last Updated: July 2023