Welcome, and thank you for your interest in Sphinx-Code (“Sphinx-Code,” “we,” or “us”)
and our website, along with our related websites, networks, applications,
mobile applications, and other services provided by us (collectively, the “Service”). These Terms
of Service are a legally binding contract between you and Sphinx-Code regarding your use of
the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CLICKING “I ACCEPT” OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU
AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR
USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND
CONDITIONS, INCLUDING Sphinx-Code PRIVACY POLICY (TOGETHER, THESE
“TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU
DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE,
AND Sphinx-CodePROVISION OF THE SERVICE TO YOU, CONSTITUTES AN
AGREEMENT BY Sphinx-Code AND BY YOU TO BE BOUND BY THESE TERMS.
"YOU" REFERS TO THE PERSON OR ENTITY (OR BOTH) ACCEPTING THESE TERMS. IF
YOU ACCEPT THESE TERMS ON BEHALF OF YOUR COMPANY, ORGANIZATION OR
OTHER ENTITY, YOU MUST HAVE, AND YOU REPRESENT THAT YOU HAVE, FULL LEGAL
AUTHORITY TO BIND YOUR COMPANY, ORGANIZATION OR SUCH OTHER ENTITY TO
THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you
agree that disputes arising under these Terms will be resolved by binding, individual arbitration,
and BY ACCEPTING THESE TERMS, YOU AND Sphinx-Code ARE EACH WAIVING
THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR
REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO
COURT to assert or defend your rights under this contract (except for matters that may be taken
to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a
judge or jury. (See Section 17.)
1. Sphinx-Code Service Overview. Sphinx-Code a non-profit organization whose
mission is to consciously evolve a world that works for all. We are co-creating a new story
of what’s possible for humanity.
2. Eligibility. You must be at least 13 years old to use the Service. By agreeing to these
Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) you have
not previously been suspended or removed from the Service; and (c) your registration and
your use of the Service is in compliance with any and all applicable laws and regulations. If
you are an entity, organization, or company, the individual accepting these Terms on your
behalf represents and warrants that they have authority to bind you to these Terms and you
agree to be bound by these Terms.
3. Accounts and Registration. To access most features of the Service, you must register for
an account. When you register for an account, you may be required to provide us with
some information about yourself, such as your name, email address, or other contact
information. You agree that the information you provide to us is accurate and that you will
keep it accurate and up-to-date at all times. When you register, you will be asked to provide
a password. You are solely responsible for maintaining the confidentiality of your account
and password, and you accept responsibility for all activities that occur under your account.
If you believe that your account is no longer secure, then you must immediately notify us
4. General Payment Terms. Certain features of the Service may require you to pay fees.
Before you pay any fees, you will have an opportunity to review and accept the fees that
you will be charged. All fees are in U.S. Dollars and are non-refundable.
4.1 Price. Sphinx-Code reserves the right to determine pricing for the Service.
Sphinx-Code will make reasonable efforts to keep pricing information
published on the website up to date. We encourage you to check our website
periodically for current pricing information. Sphinx-Code may change the fees
for any feature of the Service, including additional fees or charges, if Sphinx-Code
gives you advance notice of changes before they apply. Prosocial World,
at its sole discretion, may make promotional offers with different features and
different pricing to any of Sphinx-Code customers. These promotional offers,
unless made to you, will not apply to your offer or these Terms.
4.2 Authorization. You authorize SphinxCode and its third party payment
processors to charge all sums for the orders that you make and any level of
Service you select as described in these Terms or published Sphinx-Code,
including all applicable taxes, to the payment method specified in your account. If
you pay any fees with a credit card, Sphinx-Code or its third party payment
processors may seek pre-authorization of your credit card account prior to your
purchase to verify that the credit card is valid and has the necessary funds or
credit available to cover your purchase.
4.3 Subscription Service. The Service may include automatically recurring
payments for periodic charges (“Subscription Service”). If you activate a
Subscription Service, you authorize Sphinx-Code to periodically charge, on a
going-forward basis and until cancellation of either the recurring payments or
your account, all accrued sums on or before the payment due date for the
accrued sums. The “Subscription Billing Date” is the date when you purchase
your first subscription to the Service. Your account will be charged automatically
on the Subscription Billing Date all applicable fees and taxes for the next
subscription period. The subscription will continue unless and until you cancel
your subscription or we terminate it. You must cancel your subscription before it
renews in order to avoid billing of the next periodic Subscription Fee to your
account. We will bill the periodic Subscription Fee to the payment method you
provide to us during registration (or to a different payment method if you change
your payment information). You may cancel the Subscription Service by
contacting us
4.4 Delinquent Accounts.Sphinx-Code may suspend or terminate access to the
Service, including fee-based portions of the Service, for any account for which
any amount is due but unpaid. In addition to the amount due for the Service, a
delinquent account will be charged with fees or charges that are incidental to any
chargeback or collection of any the unpaid amount, including collection fees.
5. Ownership; Proprietary Rights. The Service is owned and operated by Sphinx-Code.
The visual interfaces, graphics, design, compilation, information, data, computer code
(including source code or object code), products, software, services, and all other elements
of the Service (“Materials”) provided by Sphinx-Code are protected by intellectual
property and other laws. All Materials included in the Service are the property of Sphinx-Code
or its third party licensors. Except as expressly authorized by Prosocial World, you
may not make use of the Materials. Sphinx-Code reserves all rights to the Materials not
granted expressly in these Terms.
6. Licenses
6.1 Limited License to Service. Subject to your complete and ongoing compliance
with these Terms,Sphinx-Code grants you, solely for your personal or internal
business use, a limited, non-exclusive, non-transferable, non-sublicensable,
revocable license to access and use the Service.
6.2 Service License Restrictions. Except and solely to the extent such a restriction
is impermissible under applicable law, you may not: (a) reproduce, distribute,
publicly display, or publicly perform the Service; (b) make modifications to the
Service; or (c) interfere with or circumvent any feature of the Service, including
any security or access control mechanism. If you are prohibited under applicable
law from using the Service, you may not use it.
6.3 Limited License to Materials. Subject to your complete and ongoing
compliance with these Terms, Sphinx-Code grants you, solely for your
personal or internal business use, a limited, non-exclusive, revocable license to
use, distribute, and modify the Materials. To the extent that you choose to modify
the Materials, you agree that you will clearly indicate, in a transparent manner,
the portions of the Materials owned Sphinx-Code and the portions that have
been modified. You agree that you are responsible for your use of the Materials
and any derivatives of the Materials and the use of those you distribute the
Materials or any derivatives to. You may not use Sphinx-Code name or logos
in any way that may indicate any endorsement, approval, or source of origin,
however, you may reproduce Sphinx-Code name and logos to the extent and
in the same manner they appear in any unmodified Materials that you distribute
under the license granted in this Section.
6.4 Feedback. If you choose to provide input and suggestions regarding problems
with or proposed modifications or improvements to the Service (“Feedback”),
then you hereby grant Sphinx-Code an unrestricted, perpetual, irrevocable,
non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner
and for any purpose, including to improve the Service and create other products
and services.
7. Third Party Terms
7.1 Linked Websites. The Service may contain links to third party websites. Linked
websites are not under Sphinx-Codes control, and Sphinx-Code is not
responsible for their content.
7.2 Third Party Software. The Service may include or incorporate third party
software components that are generally available free of charge under licenses
granting recipients broad rights to copy, modify, and distribute those components
(“Third Party Components”). Although the Service is provided to you subject to
these Terms, nothing in these Terms prevents, restricts, or is intended to prevent
or restrict you from obtaining Third Party Components under the applicable third
party licenses or to limit your use of Third Party Components under those third
party licenses.
8. User Content
8.1 User Content Generally. Certain features of the Service may permit users to
upload content to the Service, including messages, reviews, photos, video,
images, folders, data, text, and other types of works (“User Content”) and to
publish User Content on the Service. You retain any copyright and other
proprietary rights that you may hold in the User Content that you post to the
Service.
8.2 Limited License Grant to Sphinx-Code By providing User Content to or via
the Service, you grant Sphinx-Code a worldwide, non-exclusive, irrevocable,
royalty-free, fully paid right and license (with the right to sublicense) to host,
store, transfer, display, perform, reproduce, modify for the purpose of formatting
for display, and distribute your User Content, in whole or in part, in any media
formats and through any media channels now known or hereafter developed.
8.3 Limited License Grant to Other Users. By providing User Content to or via the
Service to other users of the Service, you grant those users a non-exclusive
license to access and use that User Content as permitted by these Terms and the
functionality of the Service.
8.4 Specific Rules for Photographs and Images. If you post a photograph or
image to the Service that includes one or more persons, you hereby grant such
persons and their administrators, guardians, heirs, and trustees, if any, an
irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce,
distribute, and publicly display that photograph for personal use and through any
online platform or service, including the Service, Facebook, Instagram, and
Twitter, but not to promote any third-party product, good or service. The license
contained in this Section does not permit the subject of any photo or their
administrators, guardians, heirs, or trustees to sell that image or photograph,
whether on a standalone basis or as embodied in any product.
8.5 You Must Have Rights to the Content You Post. You must not post any User
Content if you are not the owner of or are not fully authorized to grant rights in all
of the elements of the User Content you intend to post. You represent and
warrant that: (a) you own the User Content posted by you or otherwise have all
rights necessary to grant the license set forth in these Terms; (b) the posting and
use of your User Content does not violate the privacy rights, publicity rights,
copyrights, trademark rights, patent rights, trade secret rights, contract rights, or
any other rights of any party, including, but not limited to, the rights of any person
visible in any of your User Content; (c) the posting of your User Content will not
require us to obtain any further licenses from or pay any royalties, fees,
compensation or other amounts or provide any attribution to any third parties;
and (d) the posting of your User Content does not result in a breach of contract
between you and a third party. You agree to pay all monies owing to any person
resulting from posting your User Content, including from Sphinx-Code
exercise of the license set forth in Section 8.2.
8.6 Through-to-the-Audience Rights. All of the rights you grant in these Terms are
provided on a through-to-the-audience basis, meaning the owners or operators of
external services will not have any separate liability to you or any other third party
for User Content Posted or used on such External Services via the Service.
8.7 User Content Representations and Warranties. Sphinx-Code disclaims any
and all liability in connection with User Content. You are solely responsible for
your User Content and the consequences of providing User Content via the
Service. By providing User Content via the Service, you affirm, represent, and
warrant that:
a. you are the creator and owner of the User Content, or have the
necessary licenses, rights, consents, and permissions to authorize Sphinx-Code
and users of the Service to use and distribute your User Content as
necessary to exercise the licenses granted by you in this Section, in the manner
contemplated by Sphinx-Code, the Service, and these Terms;
b. your User Content, and the use of your User Content as
contemplated by these Terms, does not and will not: (i) infringe, violate, or
misappropriate any third party right, including any copyright, trademark, patent,
trade secret, moral right, privacy right, right of publicity, or any other intellectual
property or proprietary right; (ii) slander, defame, libel, or invade the right of
privacy, publicity or other property rights of any other person; or (iii) cause
Sphinx
-Code to violate any law or regulation; and
c. your User Content could not be deemed by a reasonable person to be
objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing,
hateful, or otherwise inappropriate.
8.8 User Content Disclaimer. We are under no obligation to edit or control User
Content that you or other users post or publish, and will not be in any way
responsible or liable for User Content. Sphinx-Code may, however, at any time
and without prior notice, screen, remove, edit, or block any User Content that in
our sole judgment violates these Terms or is otherwise objectionable. You
understand that when using the Service you will be exposed to User Content
from a variety of sources and acknowledge that User Content may be inaccurate,
offensive, indecent, or objectionable. You agree to waive, and do waive, any legal
or equitable right or remedy you have or may have against Sphinx-Code with
respect to User Content. If notified by a user or content owner that User Content
allegedly does not conform to these Terms, we may investigate the allegation and
determine in our sole discretion whether to remove the User Content, which we
reserve the right to do at any time and without notice. For Sphinx-Code
does not permit copyright-infringing activities on the Service.
8.9 Monitoring Content. Sphinx-Code does not control and does not have any
obligation to monitor: (a) User Content; (b) any content made available by third
parties; or (c) the use of the Service by its users. You acknowledge and agree
that Sphinx-Code reserves the right to, and may from time to time, monitor any
and all information transmitted or received through the Service for operational
and other purposes. If at any time Sphinx-Code chooses to monitor the
content, Sphinx-Code still assumes no responsibility or liability for content or
any loss or damage incurred as a result of the use of content. During monitoring,
information may be examined, recorded, copied, and used in accordance with
our Privacy Policy.
9. Communications.
9.1 Text Messaging. Sphinx-Code and those acting on our behalf may send you
text (SMS) messages at the phone number you provide us. These messages
may include operational messages about your use of the Service. You may opt
out of receiving operational text messages at any time by sending an email
indicating that you no longer wish to receive such texts
along with the phone number of the mobile device receiving the texts or through
settings in your account. You may continue to receive text messages for a short
period while Sphinx-Code processes your request, and you may also receive
text messages confirming the receipt of your opt-out request. Opting out of
receiving operational text messages may impact the functionality that the Service
provides to you. Text messages may be sent using an automatic telephone
dialing system. Your agreement to receive text messages is not a condition of
any purchase or use of the Service. Standard data and message rates may apply
whenever you send or receive such messages, as specified by your carrier.
10. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
a. use the Service for any illegal purpose or in violation of any local, state,
national, or international law;
b. harass, threaten, demean, embarrass, bully, or otherwise harm any other
user of the Service;
c. violate, or encourage others to violate, any right of a third party, including
by infringing or misappropriating any third party intellectual property right;
d. you must not attempt to access or search the Services or Content or
download Content from the Services through the use of any engine, software, tool,
agent, device or mechanism (including spiders, robots, crawlers, data mining tools and
the like) other than the software or search agents provided by Prosocial Worldor other
generally available third-party web browsers;
e. interfere with security-related features of the Service, including by: (i)
disabling or circumventing features that prevent or limit use or copying of any content; or
(ii) reverse engineering or otherwise attempting to discover the source code of any
portion of the Service except to the extent that the activity is expressly permitted by
applicable law;
f. interfere with the operation of the Service or any user’s enjoyment of the
Service, including by: (i) uploading or otherwise disseminating any virus, adware,
spyware, worm, or other malicious code; (ii) making any unsolicited offer or
advertisement to another user of the Service; (iii) collecting personal information about
another user or third party without consent; or (iv) interfering with or disrupting any
network, equipment, or server connected to or used to provide the Service;
g. perform any fraudulent activity including impersonating any person or
entity, claiming a false affiliation, accessing any other Service account without
permission, or falsifying your age or date of birth;
h. sell or otherwise transfer the access granted under these Terms or any
Materials (as defined in Section 5) or any right or ability to view, access, or use any
Materials; or
i. attempt to do any of the acts described in this Section 10 or assist or
permit any person in engaging in any of the acts described in this Section 10.
11. Digital Millennium Copyright Act and Intellectual Property Protection
11.1 Respect of Third Party Rights. Sphinx-Code respects the intellectual
property of others and takes the protection of intellectual property very seriously,
and Sphinx-Code asks users of the Service to do the same. Infringing activity
will not be tolerated on or through the Service.
11.2 DMCA Notification. We comply with the provisions of the Digital Millennium
Copyright Act applicable to Internet service providers (17 U.S.C. §512, as
amended). If you have an intellectual property rights-related complaint
11.3 Procedure for Reporting Claimed Infringement. If you believe that any content
made available on or through the Service has been used or exploited in a
manner that infringes an intellectual property right you own or control, then
please promptly send a “Notification of Claimed Infringement” to the Designated
Agent identified above containing the following information:
a. an electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that
you claim has been infringed;
c. a description of the material that you claim is infringing and where it is
located on the Service;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the
materials on the Service of which you are complaining is not authorized by the copyright
or intellectual property right owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate
and that, under penalty of perjury, you are the copyright or intellectual property owner or
authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by Sphinx-Code with the user
alleged to have infringed a right you own or control, and you consent to Sphinx-Code making
such disclosure. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm
your obligations to provide a valid notice of claimed infringement.
11.4 Repeat Infringers. Sphinx-Code intellectual property policy is to: (a) remove
or disable access to material that Sphinx-Code believes in good faith, upon
notice from an intellectual property owner or his or her agent, is infringing the
intellectual property of a third party by being made available through the Service;
and (b) remove any User Content uploaded to the Service by “repeat infringers.”
Sphinx-Code
considers a “repeat infringer” to be any User that has Posted
User Content and for whom Sphinx-Code has received more than two
takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to
such User Content./ Sphinx-Code will promptly terminate the accounts of users
that are determined by Phi-Code to be repeat infringers. Sphinx-Code
has discretion, however, to terminate the Account of any User after receipt of a
single notification of claimed infringement or upon SphinxCode own
determination.
11.5 Counter Notification. If you receive a notification from Sphinx-Code that
material made available by you on or through the Service has been the subject of
a Notification of Claimed Infringement, then you will have the right to provide
Sphinx-Code
with what is called a “Counter Notification.” To be effective, a
Counter Notification must be in writing, provided to Sphinx-Code Designated
Agent through one of the methods identified in Section 11.2 and include
substantially the following information:
a. your physical or electronic signature;
b. identification of the material that has been removed or to which access
has been disabled and the location at which the material appeared before it was
removed or access to it was disabled;
c. a statement under penalty of perjury that you have a good faith belief that
the material was removed or disabled as a result of mistake or misidentification of the
material to be removed or disabled; and
d. your name, address and telephone number, and a statement that you
consent to the jurisdiction of Federal District Court for the judicial district in which the
address is located, or if you are residing outside of the United States, then for any
judicial district in which Sphinx-Code may be found, and that you will accept service of
process from the person who provided notification under Section 11.2 above or an agent
of such person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to
confirm the party's obligations to provide a valid counter notification under the Copyright Act.
11.6 Reposting of Content Subject to a Counter Notification. If you submit a
Counter Notification to Sphinx-Code in response to a Notification of Claimed
Infringement, then Sphinx-Code will promptly provide the person who provided
the Notification of Claimed Infringement with a copy of your Counter Notification
and inform that person that Sphinx-Code will replace the removed User
Content or cease disabling access to it in 10 business days, and SphinxCode
will replace the removed User Content and cease disabling access to it not less
than 10, nor more than 14, business days following receipt of the Counter
Notification, unless Sphinx-Code Designated Agent receives notice from the
party that submitted the Notification of Claimed Infringement that such person
has filed an action seeking a court order to restrain the User from engaging in
infringing activity relating to the material on Sphinx-Code system or network.
11.7 False Notifications of Claimed Infringement or Counter Notifications. The
Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly
materially misrepresents under Section 512 of the Copyright Act (17 U.S.C. §
512) (1) that material or activity is infringing, or (2) that material or activity was
removed or disabled by mistake or misidentification, will be liable for any
damages, including costs and attorneys’ fees, incurred by the alleged infringer,
by any copyright owner or copyright owner's authorized licensee, or by a service
provider, who is injured by such misrepresentation, as the result of Sphinx-Code
relying upon such misrepresentation in removing or disabling access to the
material or activity claimed to be infringing, or in replacing the removed material
or ceasing to disable access to it.” Sphinx-Code reserves the right to seek
damages from any party that submits a Notification of Claimed Infringement or
Counter Notification in violation of the law.
12. Modification of these Terms. We reserve the right to change these Terms on a
going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically
for changes. If a change to these Terms materially modifies your rights or obligations, we
may require that you accept the modified Terms in order to continue to use the Service.
Material modifications are effective upon your acceptance of the modified Terms. Immaterial
modifications are effective upon publication. Except as expressly permitted in this Section
12, these Terms may be amended only by a written agreement signed by authorized
representatives of the parties to these Terms. Disputes arising under these Terms will be
resolved in accordance with the version of these Terms that was in effect at the time the
dispute arose.
13. Term, Termination and Modification of the Service
13.1 Term. These Terms are effective beginning when you accept the Terms or first
download, install, access, or use the Service, and ending when terminated as
described in Section 13.2.
13.2 Termination. If you violate any provision of these Terms, your authorization to
access the Service and these Terms automatically terminate. In addition,
Sphinx-Code
may, at its sole discretion, terminate these Terms or your
account on the Service, or suspend or terminate your access to the Service, at
any time for any reason or no reason, with or without notice. You may terminate
your account and these Terms at any time in your account settings or by
contacting customer service
13.3 Effect of Termination. Upon termination of these Terms: (a) your license rights
will terminate and you must immediately cease all use of the Service; (b) you will
no longer be authorized to access your account or the Service; (c) you must pay
Sphinx-Code any unpaid amount that was due prior to termination; and (d) all
payment obligations accrued prior to termination and Sections 5, 6.4, 13.3, 14,
15, 16, 17, and 18 will survive.
13.4 Modification of the Service. Sphinx-Code reserves the right to modify or
discontinue the Service at any time (including by limiting or discontinuing certain
features of the Service), temporarily or permanently, without notice to you.
Sphinx-Code will have no liability for any change to the Service or any
suspension or termination of your access to or use of the Service.
14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the
Service, and you will defend and indemnify Sphinx-Code and its officers, directors,
employees, consultants, affiliates, subsidiaries and agents (together, the “ Sphinx-Code
Entities”) from and against every claim brought by a third party, and any related liability,
damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of
or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation
of any portion of these Terms, any representation, warranty, or agreement referenced in
these Terms, or any applicable law or regulation; (c) your violation of any third party right,
including any intellectual property right or publicity, confidentiality, other property, or privacy
right; or (d) any dispute or issue between you and any third party. We reserve the right, at
our own expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you (without limiting your indemnification obligations with
respect to that matter), and in that case, you agree to cooperate with our defense of those
claims.
15. Disclaimers; No Warranties
15.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH
THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.
Sphinx-Code DISCLAIMS ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL
MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE,
INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR
NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE
OF DEALING, USAGE, OR TRADE. Sphinx-Code DOES NOT
13.1 Term. These Terms are effective beginning when you accept the Terms or first
download, install, access, or use the Service, and ending when terminated as
described in Section 13.2.
13.2 Termination. If you violate any provision of these Terms, your authorization to
access the Service and these Terms automatically terminate. In addition,
Sphinx-Code
may, at its sole discretion, terminate these Terms or your
account on the Service, or suspend or terminate your access to the Service, at
any time for any reason or no reason, with or without notice. You may terminate
your account and these Terms at any time in your account settings or by
contacting customer service
13.3 Effect of Termination. Upon termination of these Terms: (a) your license rights
will terminate and you must immediately cease all use of the Service; (b) you will
no longer be authorized to access your account or the Service; (c) you must pay
Sphinx-Code any unpaid amount that was due prior to termination; and (d) all
payment obligations accrued prior to termination and Sections 5, 6.4, 13.3, 14,
15, 16, 17, and 18 will survive.
13.4 Modification of the Service. Sphinx-Code reserves the right to modify or
discontinue the Service at any time (including by limiting or discontinuing certain
features of the Service), temporarily or permanently, without notice to you.
will have no liability for any change to the Service or any
suspension or termination of your access to or use of the Service.
14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the
Service, and you will defend and indemnify and its officers, directors,
employees, consultants, affiliates, subsidiaries and agents (together, the “Sphinx-Code
Entities”) from and against every claim brought by a third party, and any related liability,
damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of
or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation
of any portion of these Terms, any representation, warranty, or agreement referenced in
these Terms, or any applicable law or regulation; (c) your violation of any third party right,
including any intellectual property right or publicity, confidentiality, other property, or privacy
right; or (d) any dispute or issue between you and any third party. We reserve the right, at
our own expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you (without limiting your indemnification obligations with
respect to that matter), and in that case, you agree to cooperate with our defense of those
claims.
15. Disclaimers; No Warranties
15.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH
THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.
Sphinx-Code DISCLAIMS ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL
MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE,
INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR
NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE
OF DEALING, USAGE, OR TRADE. Sphinx-Code DOES NOT
WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR
ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL
BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR
OTHER HARMFUL COMPONENTS, AND Sphinx-Code DOES NOT
WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
15.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM THE SERVICE OR Sphinx-Code ENTITIES OR ANY
MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL
CREATE ANY WARRANTY REGARDING ANY OF THE Sphinx-Code
ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE
TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY
RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER
SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY
PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND
THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR
PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE
USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA,
INCLUDING USER CONTENT.
15.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION
APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Sphinx-Code does
not disclaim any warranty or other right that Sphinx-Code is prohibited from
disclaiming under applicable law.
16. Limitation of Liability
16.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE
Sphinx-Code ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
(INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY
OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR
ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE
SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE),
STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY
Sphinx-Code ENTITY HAS BEEN INFORMED OF THE POSSIBILITY
OF DAMAGE.
16.2 EXCEPT AS PROVIDED IN SECTION 17.5 AND TO THE FULLEST EXTENT
PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE Sphinx-Code
ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR
RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF
THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN
CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A)
THE AMOUNT YOU HAVE PAID TO Sphinx-Code FOR ACCESS TO
AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR
CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
16.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION
OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF
DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN
THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL
ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH
OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL
OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS
SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.
17. Dispute Resolution and Arbitration
17.1 Generally. In the interest of resolving disputes between you and Sphinx-Code
in the most expedient and cost effective manner, and except as described in
Section 17.2 and 17.3, you and Sphinx-Code agree that every dispute arising
in connection with these Terms will be resolved by binding arbitration. Arbitration
is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead
of a judge or jury, may allow for more limited discovery than in court, and can be
subject to very limited review by courts. Arbitrators can award the same damages
and relief that a court can award. This agreement to arbitrate disputes includes
all claims arising out of or relating to any aspect of these Terms, whether based
in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and
regardless of whether a claim arises during or after the termination of these
Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE
TERMS, YOU AND Sphinx-Code ARE EACH WAIVING THE RIGHT TO
A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17.2 Exceptions. Despite the provisions of Section 17.1, nothing in these Terms will
be deemed to waive, preclude, or otherwise limit the right of either party to: (a)
bring an individual action in small claims court; (b) pursue an enforcement action
through the applicable federal, state, or local agency if that action is available; (c)
seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a
court of law to address an intellectual property infringement claim.
17.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may
opt out of the provisions of this Section 17 within 30 days after the date that you
agree to these Terms by sending a letter to Sphinx-Code, Attention: Legal
Department – Arbitration Opt-Out, 12308 Pleasant Hill Court, Austin, TX 78738
that specifies: your full legal name, the email address associated with your
account on the Service, and a statement that you wish to opt out of arbitration
(“Opt-Out Notice”). Sphinx-Code receives your Opt-Out Notice, this
Section 17 will be void and any action arising out of these Terms will be resolved
as set forth in Section 18.2. The remaining provisions of these Terms will not be
affected by your Opt-Out Notice.
17.4 Arbitrator. Any arbitration between you Sphinx-Code will be settled under
the Federal Arbitration Act and administered by the American Arbitration
Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA
Rules”) as modified by these Terms. The AAA Rules and filing forms are
available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by
contacting Sphinx-Code. The arbitrator has exclusive authority to resolve any
dispute relating to the interpretation, applicability, or enforceability of this binding
arbitration agreement.
17.5 Notice of Arbitration; Process. A party who intends to seek arbitration must
first send a written notice of the dispute to the other party by certified U.S. Mail or
by Federal Express (signature required) or, only if that other party has not
provided a current physical address, then by electronic mail (“Notice of
Arbitration”). Sphinx-Code address for Notice is: Sphinx-Code, 12308
Pleasant Hill Court, Austin, TX 78738. The Notice of Arbitration must: (a)
describe the nature and basis of the claim or dispute; and (b) set forth the
specific relief sought (“Demand”). The parties will make good faith efforts to
resolve the claim directly, but if the parties do not reach an agreement to do so
within 30 days after the Notice of Arbitration is received, you or Sphinx-Code
may commence an arbitration proceeding. All arbitration proceedings between
the parties will be confidential unless otherwise agreed by the parties in writing.
During the arbitration, the amount of any settlement offer made by you or
Sphinx-Code must not be disclosed to the arbitrator until after the arbitrator
makes a final decision and award, if any. If the arbitrator awards you an amount
higher than the last written settlement amount offered by Sphinx-Code in
settlement of the dispute prior to the award, Sphinx-Code will pay to you the
higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
17.6 Fees. If you commence arbitration in accordance with these Terms, Sphinx-Code
will reimburse you for your payment of the filing fee, unless your claim is
for more than $10,000, in which case the payment of any fees will be decided by
the AAA Rules. Any arbitration hearing will take place at a location to be agreed
upon in Travis County, Texas, but if the claim is for $10,000 or less, you may
choose whether the arbitration will be conducted: (a) solely on the basis of
documents submitted to the arbitrator; (b) through a non-appearance based
telephone hearing; or (c) by an in-person hearing as established by the AAA
Rules in the county (or parish) of your billing address. If the arbitrator finds that
either the substance of your claim or the relief sought in the Demand is frivolous
or brought for an improper purpose (as measured by the standards set forth in
Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be
governed by the AAA Rules. In that case, you agree to Sphinx-Code
for all monies previously disbursed by it that are otherwise your obligation
to pay under the AAA Rules. Regardless of the manner in which the arbitration is
conducted, the arbitrator must issue a reasoned written decision sufficient to
explain the essential findings and conclusions on which the decision and award,
if any, are based. The arbitrator may make rulings and resolve disputes as to the
payment and reimbursement of fees or expenses at any time during the
proceeding and upon request from either party made within 14 days of the
arbitrator’s ruling on the merits.
17.7 No Class Actions. YOU AND Sphinx-Code AGREE THAT EACH MAY
BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL
CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless
both you and Sphinx-Code agree otherwise, the arbitrator may not consolidate
more than one person’s claims, and may not otherwise preside over any form of
a representative or class proceeding.
17.8 Modifications to this Arbitration Provision. If Sphinx-Code makes any
future change to this arbitration provision, other than a change to Sphinx-Code
World’s address for Notice of Arbitration, you may reject the change by sending
us written notice within 30 days of the change to address for
Notice of Arbitration, in which case your account with will be
immediately terminated and this arbitration provision, as in effect immediately
prior to the changes you rejected will survive.
17.9 Enforceability. If Section 17.7 or the entirety of this Section 17 is found to be
unenforceable, or if receives an Opt-Out Notice from you, then
the entirety of this Section 17 will be null and void and, in that case, exclusive
jurisdiction and venue described in Section 18.2 will govern any action arising out
of or related to these Terms.
18. Miscellaneous
18.1 General Terms. These Terms, together with the Privacy Policy and any other
agreements expressly incorporated by reference into these Terms, are the entire
and exclusive understanding and agreement between you and
regarding your use of the Service. You may not assign or transfer these Terms or
your rights under these Terms, in whole or in part, by operation of law or
otherwise, without our prior written consent. We may assign these Terms at any
time without notice or consent. The failure to require performance of any
provision will not affect our right to require performance at any other time after
that, nor will a waiver by us of any breach or default of these Terms, or any
provision of these Terms, be a waiver of any subsequent breach or default or a
waiver of the provision itself. Use of section headers in these Terms is for
convenience only and will not have any impact on the interpretation of any
provision. Throughout these Terms the use of the word “including” means
“including but not limited to”. If any part of these Terms is held to be invalid or
unenforceable, the unenforceable part will be given effect to the greatest extent
possible, and the remaining parts will remain in full force and effect.
18.2 Governing Law. These Terms are governed by the laws of the State of Texas
without regard to conflict of law principles. You and submit to the
personal and exclusive jurisdiction of the state courts and federal courts located
within Travis County, Texas for resolution of any lawsuit or court proceeding
permitted under these Terms. We operate the Service from our offices in Texas,
and we make no representation that Materials included in the Service are
appropriate or available for use in other locations.
18.3 Privacy Policy. Please read the Privacy Policy carefully for
information relating to our collection, use, storage, disclosure of your personal
information. The Privacy Policy is incorporated by this reference
into, and made a part of, these Terms.
18.4 Additional Terms. Your use of the Service is subject to all additional terms,
policies, rules, or guidelines applicable to the Service or certain features of the
Service that we may post on or link to from the Service (the “Additional Terms”).
All Additional Terms are incorporated by this reference into, and made a part of,
these Terms.
18.5 Consent to Electronic Communications. By using the Service, you consent to
receiving certain electronic communications from us as further described in our
Privacy Policy. Please read our Privacy Policy to learn more about our electronic
communications practices. You agree that any notices, agreements, disclosures,
or other communications that we send to you electronically will satisfy any legal
communication requirements, including that those communications be in writing.
18.6 Contact Information. The Service is offered by Sphinx-Code, located at
12308 Pleasant Hill Court, Austin, TX 78738. You may contact us by sending
correspondence to that address or by emailing us
18.7 Notice to California Residents. If you are a California resident, under California
Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs
in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or
by telephone at (800) 952-5210 in order to resolve a complaint regarding the
Service or to receive further information regarding use of the Service.
18.8 No Support. We are under no obligation to provide support for the Service. In
instances where we may offer support, the support will be subject to published
policies.
18.9 International Use. The Service is intended for visitors located within the United
States. We make no representation that the Service is appropriate or available
for use outside of the United States. Access to the Service from countries or
territories or by individuals where such access is illegal is prohibited.