Text2Codes by Codixim LLC - LICENSE AGREEMENT
This is an agreement between you and Codixim LLC.
Text2Codes.com is a product of Codixim LLC.
Codixim LLC - 300 Delaware avenue, Suite 210-A
Wilmington DE 19801
You acknowledge that this is only a limited nonexclusive license. Codixim LLC is and remains the owner of all titles, rights, and interests in the Software.
You may not access the Text2Codes.com website if you are our direct competitor, except with our prior written consent. In addition, you may not access the Text2Codes.com website for purposes of monitoring the availability, performance or functionality, or for any other benchmarking or competitive purposes.
By using Text2Codes.com for free, as part of a Free Trial or by registering as a paid subscriber of Text2Codes.com (Also referred to as "Text2Codes", "the application", "the software", "the website" or "the app") you agree to be bound by the following terms of service:
“We,” “Us” , “Our” , "Text2Codes", "Text2Codes.com", "the application", "the software", "the website" or "the app" means Text2Codes.com.
“Text2Codes.com website” means the services that we make available to you for free, as part of a Free Trial or in the form of a paid subscription to Text2Codes.com which you license from us per the terms of this agreement.
“User” or "Subscriber" means the individuals that are using the Text2Codes.com website either for free, as part of a Free Trial or have paid for subscriptions to our services, and for whom we have provided free access to Text2Codes.com and / or authorized user identifications and passwords.
“You” and “Your” means yourself as an entity entering into this Agreement.
Force Majeure Event. As concerns this agreement, the following shall be considered a Force Majeure Event: acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider, electricity and telecommunications failures or delays, or denial of service.
In the event of a Force Majeure Event, the Text2Codes.com website may be suspended, delayed or otherwise hindered, and our only obligation shall be to use commercially reasonable efforts to resume its provision within a reasonable time after the Force Majeure Event. The occurrence of a Force Majeure Event does not relieve you of your payment obligations hereunder.
The occurrence of a Force Majeure Event does not entitle you to any refunds.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
2. USE OF WEBSITE RESTRICTIONS
For an individual User, the Website is made available to you and may be used by you only for your personal, non-commercial use according to this License Agreement.
Your use of the Website is not contingent on the delivery of any future functionality or features.
Text2Codes.com licensing is on a per user basis.
Except where you have been specifically licensed by Text2Codes.com to do so, you may NOT use the Website in connection with any products, systems, or applications installed or otherwise connected to or in communication with other websites data or other content.
You may NOT nor permit others to:
a) modify or prepare derivative works of the web pages of Text2Codes
b) sell, resell, rent or lease the website to a third party
c) use the Website in any manner that infringes on the intellectual property or other rights of another party
d) Your account may not be transferred to another subscriber, person or entity without prior authorization from Text2Codes.com.
e) use the Text2Codes.com website to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
f) use the Text2Codes.com website to store or transmit Malicious Code,
g) interfere with or disrupt the integrity or performance of the Text2Codes.com website or third-party data contained therein, or
h) attempt to gain unauthorized access to the Text2Codes.com website or the related hosting systems or networks.
We shall use commercially reasonable efforts to make the Text2Codes.com website available 24 hours a day, 7 days a week except for:
(a) planned downtime (of which we shall give at least 8 hours notice via notification on the web site and which we shall schedule to the extent practicable during the weekend hours (i.e., 6:00 p.m. Friday to 6:00 a.m. Monday Eastern Time), or
(b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, Force Majeure Events.
We shall not:
(a) modify your data,
(b) disclose your data except as compelled by law (Compelled Disclosure) or as expressly permitted in writing by you, or
(c) access your data except to provide the Text2Codes.com website and prevent or address service or technical problems, or at your request in connection with customer support matters.
(d) disclose or share your email with anyone outside Text2Codes.com
This License Agreement is valid without your signature. It becomes effective upon your use of the Software.
As a condition of using Text2Codes.com, you agree NOT to store or document in the "personal lists" or "claims drafts" provided by Text2Codes, any patient related information that may be protected under HIPAA
4. PROPRIETARY RIGHTS
You acknowledge that
(a) the Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and
(b) Codixim LLCCodixim LLC owns all right, title and interest in and to the Website, and information provided through or in conjunction with the Website, including, without limitation, all Intellectual Property Rights therein and thereto.
"Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
You agree that you will not, and will not allow any third party to
(c) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Website, unless otherwise permitted in writing by Codixim LLC
(d) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Website
(e) use the Website to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights
(f) remove, obscure, or alter Codixim LLC copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website. You may not, nor may you allow others to, copy, distribute, display, modify, or otherwise use the Content except as it is provided to you through the Website, unless you have been specifically been notified in writing that you may do so by Codixim LLC or by the owners of that Content, in a separate agreement.
5. AUTOMATIC UPDATES
The Text2Codes Website will be updated from time to time to add features such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). These changes will be done by Text2Codes.com and will require you to do nothing.
6. U.S. GOVERNMENT RESTRICTED RIGHTS
If the Website is used or accessed by or on behalf of the United States government, such use or access is subject to the following provision. The Website and any related documentation are deemed "commercial computer Website" and "commercial computer Website documentation," respectively, within the meaning of the applicable civilian and military Federal acquisition regulations and any supplement thereto. If the user of the Website is an agency, department, employee, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Website, including technical data or manuals, is restricted by the terms, conditions and covenants contained in these Terms of Service. In accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, use of the Website is further restricted by these Terms of Service.
7. EXPORT RESTRICTIONS
The Website is subject to United States export controls. By using the Website, you agree that you are solely responsible for complying with all United States export control regulations, including the Export Administration Regulations ("EAR"), and sanctions programs, including those administered by the United States Treasury Department's Office of Foreign Assets Controls ("OFAC"), and all other applicable international trade regulations.
You agree that you will not download or use the Website without all required approvals in any proscribed destination (including Cuba, Iran, North Korea, Sudan, and Syria), on behalf of any proscribed entity or person, for any proscribed end use, or in any other manner contrary to these export regulations and sanctions programs. By using the Website, you represent and warrant that you are not a proscribed end-user or utilizing this Website for a proscribed end use under these regulations.
8. COMPLIANCE WITH LAWS AND Text2Codes POLICIES
You agree to comply with all local laws and regulations regarding the download, installation and/or use of the Website. You agree to comply with any applicable policies or guidelines that Text2Codes.com may make available from time to time in its sole discretion. By way of example, and not as a limitation, you agree that when using the Website, you will not:
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful content;
upload, post, email or transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner;
impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of Website, Content or other material;
restrict or inhibit any other user from using and enjoying Text2Codes.com services;
use Text2Codes.com services for any illegal or unauthorized purpose;
remove any copyright, trademark or other proprietary rights notices contained in or on Text2Codes.com services;
interfere with or disrupt Text2Codes services or servers or networks connected to Text2Codes.com services, or disobey any requirements, procedures, policies or regulations of networks connected to Text2Codes services;
use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Text2Codes services or collect information about users for any unauthorized purpose;
submit content that falsely expresses or implies that such content is sponsored or endorsed by Text2Codes;
create user accounts by automated means or under false or fraudulent pretenses;
promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or
transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
9. ADDITIONAL AMA CPT LICENSING RESTRICTIONS:
You may not and you may not permit others to
(a) use this software or any information contained herein (including CPT) in any public electronic bulletin board or public computer-based information system (including the Internet and World Wide Web),
(b) publish, translate, or transfer possession of the Software or copy a portion of it,
(c) create derivative works based on CPT and the Software and selling, leasing or licensing it or otherwise making the Electronic Media or any portion thereof available to any unauthorized party.
The User should ensure that anyone who has authorized access to the Software complies with the provisions of the complete license agreement.
CPT is copyright by the AMA. All notices of proprietary rights, including trademark and copyright in CPT must appear on all permitted back-up or archival copies.
An updated version of CPT in the Software is dependent upon continuing contractual relations with the AMA.
CPT copyright American Medical Association. All rights reserved.
Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein.
CPT is a registered trademark of the American Medical Association.
The responsibility for the content of any "National Correct Coding Policy" included in this product is with the Centers for Medicare and Medicaid Services and no endorsement by the AMA is intended or should be implied. The AMA disclaims responsibility for any consequences or liability attributable to or related to any use, non-use or interpretation of information contained in this product.
CPT Licensing is on a per user basis: A "user" is an individual who:
a) accesses, uses, or manipulates CPT Editorial Content contained in the Electronic Licensed Product: or
b) accesses, uses, or manipulates the Electronic Licensed Product to produce or enable an output (data, reports, or the like) that could not have been created without the CPT embedded in the Electronic Licensed Product even though CPT Editorial Content may not be visible or directly accessible: or
c) makes use of an output of the Electronic Licensed Product that relies on or could not have been created without the CPT Editorial Content embedded in the Electronic Licensed Product even though CPT Editorial Content may not be visible or directly accessible.
U.S. Government Rights:
This product includes CPT and/or CPT Assistant which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable which were developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60610. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (June 1995) and/or subject to the restrictions of DFARS 227.7201-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.
You may terminate these Terms of Service at any time by contacting firstname.lastname@example.org and request cancelation of your account. Your rights automatically and immediately terminate without notice from Text2Codes.com if you fail to comply with any provision of these Terms of Service. To the maximum extent permitted by law, Codixim LLC reserves the right to terminate this agreement and your use of the Website at any time and for any reason.
Upon termination you will NOT be given any refund for unused portion of the Text2Codes service.
YOU AGREE TO HOLD HARMLESS AND INDEMNIFY Codixim LLC AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY CLAIM, SUIT OR ACTION ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE WEBSITE OR YOUR VIOLATION OF THESE TERMS OF SERVICE, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES, SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS' FEES, OF EVERY KIND AND NATURE.
Codixim LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF THE MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Codixim LLC SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF THE FILES (INCLUDING DATA LOSS OR CORRUPTION), REGARDLESS OF WETHER SUCH LIABILITY IS BASED ON TORT, CONTRACT OR OTHERWISE. IF THE FOREGOING LIMITATION IS HELD TO BE UNENFORCABLE, Codixim LLC MAXIMUM LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY YOU FOR THE USE OF Text2Codes.com.
THE REMEDIES AVAILABLE TO YOU AGAINST Codixim LLCCodixim LLC UNDER THIS AGREEMENT ARE EXCLUSIVE. SOME STATES DO NOT ALLOW THE LIMITATION OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. INDEMNIFY, HOLD HARMLESS AND DEFEND Codixim LLC FROM AND AGAINST ANY LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, CLAIMS, DEMANDS, RECOVERIES, SETTLEMENTS, DEFICIENCIES, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH Codixim LLC MAY SUFFER OR INCUR IN CONNECTION WITH, RESULTING FROM OR ARISING OUT OF Text2Codes.com;
A) BREACH OF ANY OF IT’S REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS CONTAINED IN THIS AGREEMENT AND ALL PREVIOUS AND FUTURE AGREEMENTS Codixim LLC MAY HAVE IN FORCE WITH ANY PARTY INCLUDING, BUT NOT LIMITED TO, CLIENTS, PARTNERS, SUBSIDIARIES, EMPLOYEES OR ASSOCIATES;
B) NON COMPLIANCE WITH ANY APPLICABLE FEDERAL, STATE, OR LOCAL LAWS OR REGULATIONS;
C) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a) YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Codixim LLC AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b) Codixim LLC AND ITS LICENSORS MAKES NO WARRANTY
(b1) THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS,
(b2) THAT THE WEBSITE WILL BE ERROR-FREE OR BUG-FREE,
(b3) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE WEBSITE, AND
(b4) THAT ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.
(b5) Text2Codes.com IS NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT DISEASE.
(b6) Text2Codes.com WAS NOT EVALUATED BY THE FDA OR CMS FOR ANY PURPOSE OR INTENT.
(b7) NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE INFORMATION IS UP TO DATE, CORRECT NOR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.
c) ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE USE OF Text2Codes.com OF ANY SUCH CONTENT OR MATERIAL.
d) NONE OF THE WEBSITE IS INTENDED FOR USE IN THE OPERATION OF LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE WEBSITE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Text2Codes.com OR ANY THIRD PARTY OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
You shall pay all fees specified in all Order Forms in accordance with the terms of this Agreement.
Except as otherwise specified herein or in an Order Form,
(a) fees are purchased per User Subscription and not actual usage,
(b) payment obligations are non-cancelable and fees paid are non-refundable,
(c) the level of a Subscription purchased (Basic, Standard, Advanced) cannot be decreased or downgraded during the relevant subscription term.
(d) users who sign up for a free trial account may evaluate Text2Codes.com for a limited number of days - detailed on the home page.
(e) users who paid for a monthly subscription may use the the Website on the Subscription level purchased for up to 30.4 days.
(f) users who paid for a yearly subscription may use the the Website on the Subscription level purchased for up to 365.25 days.
(g) for a new subscription the subscription starts on the date and time of payment.
(h) for a renewal subscription the new subscription starts on the date and time the last subscription ends.
(i) invoices are available on the website under “Your account” tab.
Unless otherwise provided herein, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”).
You are responsible for paying all Taxes associated with your use of the Text2Codes.com website.
14. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL Codixim LLC BE LIABLE TO ANY USER FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SOFTWARE OR A USER'S USE OR MISUSE OF THE SOFTWARE, ERRORS OF THE SOFTWARE OR INACCURATE INFORMATION PROVIDED BY Text2Codes.com OR ANY OTHER SERVICE PROVIDED BY Text2Codes.com OR ANY OF ITS EMPLOYEES.
THE SOFTWARE IS LICENSED TO YOU ON AN "AS IS" BASIS WITHOUT ANY WARRANTY OF ANY NATURE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Codixim LLC AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Codixim LLC OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM:
(a) THE USE OR THE INABILITY TO USE THE WEBSITE OR TO ACCESS CONTENT OR DATA;
(b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
(c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR
(d) ANY OTHER MATTER RELATING TO THE WEBSITE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL Codixim LLC OR ANY THIRD PARTY WHO MAKES ITS WEBSITE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE BE LIABLE TO YOU OR ANY USER ON ACCOUNT OF YOUR USE OR MISUSE OF THE WEBSITE OR SUCH THIRD PARTY WEBSITE OR CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF Text2Codes.com AND/OR A THIRD PARTY WEBSITE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF, INABILITY TO USE, OR RELIANCE ON THE WEBSITE AND ALL THIRD PARTY WEBSITE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE AND ANY THIRD PARTY WEBSITE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
15. EXCLUSIONS AND LIMITATIONS
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
16. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third party beneficiaries to these Terms and Conditions.
17. MISCELLANEOUS PROVISIONS
a) Actual purchase of the service occurs on date of activation. The will be no refund after activation.
b) Choice of Law and Forum. These Terms of Service will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions of Delaware or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect.
c) Waiver and Severability of Terms. The failure of Codixim LLC to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions shall remain in full force and effect.
d) Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
e) These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Codixim LLC .
f) Relationship of the Parties. The parties are independent contractors to each other. This Agreement is not intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
g) We may assign this Agreement and its obligations hereunder without Your consent in connection with a merger, acquisition, corporate reorganization, succession in interest or sale of all or substantially all of its assets.
h) Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. Any disputes concerning this Agreement shall be resolved by binding arbitration to be held in the state of Delaware, USA.