Last Modified on September 20, 2016
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
You must agree to this ToU in order to use the Service. If you use the Service, or click to accept or agree to this ToU if presented to you in a user interface for the Service, we will understand this as your acceptance of this ToU and your agreement to all of its terms and conditions. By accepting this ToU or using the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept this ToU, then you may not use the Service.
If you are using the Service on behalf of your employer or another entity ("Organization"), you represent and warrant that you have full legal authority to bind your Organization to this ToU. Accordingly, all references in this ToU to "you" or "your" shall be deemed to include your Organization, except where the context may otherwise require. If you do not have such authority, then you may not use the Service on behalf of your Organization and you must discontinue all use of the Service immediately.
1. ToU Updates. Codondex may update this ToU at any time, and Codondex will post the updated version of this ToU on the Site. You understand and agree that you will be deemed to have accepted the updated ToU if you use any aspect of the Service after the updated ToU is posted. If at any point you do not agree to any portion of this ToU then in effect, you must immediately stop using the Service.
2. Provision of the Service. You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the Service. You acknowledge and agree that Codondex may make changes to any aspect of the Service at any time without notifying you in advance.
3. Termination of Service. Codondex reserves the right to deny service to any person or entity at Codondex's sole and absolute discretion. You acknowledge and agree that Codondex may stop providing the Service or restrict your use of the Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of this ToU or if Codondex suspects that you have used any aspect of the Service to conduct any fraudulent or illegal activity. If Codondex disables your access to your account, you may be prevented from accessing the Service, your account details or any materials contained in your account.
4. Use Requirements.
- 4.1. License Grant. Subject to the terms and conditions of this ToU, Codondex hereby grants to you:
- (a) a limited, non-exclusive, non-sub-licensable and non-transferable license to use the Service, solely for your own personal non-commercial research and analysis, and, if for an Organization, only non-commercially and internally within the Organization for its own non-commercial research and analysis ("Non-Commercial Purposes"); and
- (b) a limited, non-exclusive, non-sub-licensable and non-transferable license in perpetuity to copy, store and use any I-SCORE reports provided by Codondex to you through the Service ("Reports") and any analytics, statistics and data included therein ("Codondex Materials"), solely for Non-Commercial Purposes.
- 4.2. Updates. You acknowledge and agree that Codondex may update the Service from time to time with or without notifying you, and may add or remove information, content, features or functions at any time in its sole discretion. You acknowledge and agree that Codondex has no obligation to make the Service available to you, make any subsequent versions of the Site available to you or to continue to support the Service in any way. You acknowledge that your access to the Service may not be continuous, features may change during your use of the Service, and Codondex may terminate your access to the Service or stop offering the Service at any time.
- 4.3. Non-Exclusive Licenses. You understand and agree that the licenses granted to you pursuant to Section 4.1 are non-exclusive, and that a Report and/or Codondex Materials provided to you may also be provided to another user of the Service, whether or not such user's Input Data (defined below) is similar to or identical to yours.
5. Restrictions and Conditions of Use.
- 5.1. Use of the Service. You may not connect to or use the Service in any way that is not expressly permitted by this ToU. Codondex permits you to use the Service solely for your own non-commercial use. In addition::
- (a) With regard to the Reports and Codondex Materials, you may not: (i) license, create derivative works from, transfer, distribute, sell or re-sell any Reports, Codondex Materials or other information, content, materials, data or services obtained from the Service; (ii) use the Service, Reports or Codondex Materials to analyze, review or obtain information regarding the functionality, features, content, materials or individual elements of the Reports or Codondex Materials, whether for commercial purposes or otherwise (except as expressly permitted herein for Non-Commercial Purposes); (iii) modify, merge, decompile, disassemble, scrape, translate, decode or reverse engineer any portion of the Reports or Codondex Materials, or technology used by Codondex to deliver the Reports, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Reports, Codondex Materials, or other technology of Codondex; (iv) use, reproduce, disclose, publish or compile any portion of the Reports or Codondex Materials for the purpose of selling or licensing any portion of the Reports or Codondex Materials on a stand-alone basis or otherwise (except as expressly permitted herein for Non-Commercial Purposes); (v) make any portion of the Reports or Codondex Materials publicly available; or (vi) remove any proprietary notices from the Reports or Codondex Materials.
- (b) With regard to the Service generally, you may not: (i) use the Service for the purpose of creating a similar product or service; (ii) use the Service in excess of the allowed number of input sequences, transcripts or other data limitations as set forth on the Site from time to time, or otherwise adversely impact the speed, security or integrity of the Service or the cost of delivering the Service; (iii) remove any proprietary notices from the Service; (iv) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service; (v) sell, assign, rent, lease, act as a service bureau, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity without the prior written consent of Codondex; (vi) make any false, misleading or deceptive statement or representation regarding Codondex or the Service; (vii) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Service (or any servers, systems or networks connected to the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Service or any other person's or entity's use of the Service (or any servers, systems or networks connected to the Service); (viii) attempt to gain unauthorized access to the Site, the Service, accounts registered to other users, or any servers, systems or networks connected to the Service; (ix) use the Service for any commercial purpose, or for the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the Service, unless you are specifically authorized to do so in a separate written agreement with Codondex; or (x) use the Service to engage in any activity that violates any applicable law, ordinance, rule, regulation or treaty.
- 5.2. Accessing the Service. You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers) and you agree to comply with the instructions contained in any robots.txt file present on the Service.
- 5.3. No Violation of Laws. You agree that you will not, in connection with your use of the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not upload or make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
- 5.4. No Data Mining or Harmful Code. You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, transcripts, sequences, file uploads, Reports, email addresses or mobile phone numbers of other account holders or other data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, any aspect of the Service.
- 5.5. Violation of this ToU. You acknowledge and agree that you are solely responsible, and Codondex has no responsibility or liability to you or any other person or entity, for any breach by you of this ToU or for the consequences of any such breach. Codondex may at its option, terminate its relationship with you, or may suspend your account immediately if it determines you are using the Service contrary to the restrictions found in this Section 5 or any other terms of this ToU.
- 5.6. Reservations. The licenses granted hereby shall not constitute a sale of the Service, Reports, Codondex Materials, or the underlying software and rights therein. All rights not expressly granted to you under this ToU are expressly reserved to Codondex.
6. Fees and Payment.
- 6.1. General Payment Terms. You shall pay Codondex the applicable fees set forth on the Site (collectively, the "Fees"), on the payment and other terms and conditions set forth on the Site and this ToU. For orders made on or through the Site, Codondex accepts the various forms of payment set forth on the Site.
- 6.2. No Refunds. FEES AND CHARGES ARE FULLY EARNED UPON PAYMENT. SUCH PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR BILLING PAYMENT METHOD. YOU ACKNOWLEDGE THAT CODONDEX IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
- 6.3. Taxes. You are solely responsible for payment of any taxes (including sales or use taxes, transfer taxes, excise taxes, intangible taxes, property taxes, and similar taxes and duties) resulting from the transactions contemplated by this ToU, excluding, however, any taxes payable by Codondex as a result of income earned by Codondex hereunder.
7. Accounts and Security.
- 7.1. Account. To access certain features of the Service, you must have an account. You may only register for an account if you are eighteen or older. You may be required to provide information about yourself as part of the registration process or your continued use of the Service. All information you provide to us must be true, accurate, current, and complete information. You are required to keep all information up to date and accurate. You agree not to misrepresent your identity, your personal information, or other information you provide to us.
- 7.2. Account Security. Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account password. You agree to notify Codondex immediately if you become aware of any unauthorized use of your password or of your account.
- 7.3. Account Sharing or Transfers. You may not register an account for anyone but yourself. Accounts may not be sold, traded, gifted or otherwise transferred at any time under any circumstances. You may not share your account with, or disclose your password to, anyone else.
- 7.4. Cancellation by You. You have the right to cancel your account at any time. You may cancel your account by contacting us via email at email@example.com.
- 7.5. Termination by Codondex. Codondex may at any time terminate your account for any reason, including, without limitation, if:
- a. Codondex determines that you are (i) in breach of or otherwise acting inconsistently with this ToU or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to Codondex;
- b. Codondex determines it is required by law to terminate your account; or
- c. Codondex decides to stop providing the Service or critical portions of the Service.
- 7.6. Effect of Account Termination or Cancellation. If you voluntarily terminate your account or allow your account to lapse, you may reactivate that account at any time by logging in to the Service through the Site and reactivating the account. If Codondex deactivates your account, you may lose access through the Site to all of your previously ordered Reports, collection data, history and other account usage information. Accounts terminated by Codondex for any type of abuse including, without limitation, a violation of this ToU, may not be reactivated for any reason.
- 8.1. Links from the Site. The Site may contain links to websites operated by other parties. Codondex provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of Codondex and Codondex is not responsible for the content available on the other websites. Such links do not imply Codondex' endorsement of information or material on any other website and Codondex disclaims all liability with regard to your access to and use of such linked websites.
- 8.2. Links to the Site. Unless otherwise set forth in a written agreement between you and Codondex, you must adhere to Codondex's linking policy as follows: (a) the appearance, position and other aspects of any link to the Site may not be such as to damage or dilute the goodwill associated with Codondex's or its licensors' names and trademarks; (b) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Codondex; and (c) when selected by a User, the link to the Site must display the Site on full-screen and not within a "frame" on the linking website. Codondex reserves the right to revoke its consent to the link at any time and in its sole discretion.
9. Intellectual Property.
- 9.1. Codondex Intellectual Property. As between Codondex and you, Codondex exclusively owns and at all times retains all right, title and interest in and to the Site, Service, Reports, Codondex Materials, all software source code and object code embodied in the Service and all component parts thereof, and all copyrights, trade secrets, patents, trademarks, service marks, right of publicity, authors' rights, contract and licensing rights, goodwill and all other intellectual property and proprietary rights therein or arising therefrom, as they may exist now and/or hereafter come into existence, and all renewals and extensions thereof ("Codondex Intellectual Property"). The Codondex Intellectual Property includes, without limitation, Codondex's knowledge of business principles, and those analytical concepts, approaches, methodologies, models, algorithms, processes, discoveries, ideas, and formats developed by Codondex in the course of its work for other parties, or during its own research or research with others, as well as all databases therein. The Codondex Intellectual Property excludes any Input Data (defined below) incorporated, made available and/or displayed in a Report or in the Codondex Materials (which, as between Codondex and you, shall remain your exclusive property subject to the license granted to Codondex herein).
- 9.2. Derivative Works. You will not claim for yourself or for any third parties any rights, title, interest or licenses to the Codondex Intellectual Property, except for the licenses expressly set forth herein. You further acknowledge that any derivative works, improvements, modifications, feedback, ideas or suggestions made by you or Codondex with respect to the Codondex Intellectual Property are, and shall at all times be, the property of Codondex, with all right, title and interest therein. You hereby assign to Codondex all right, title and interest that you may have in and to any such derivative works, improvements, modifications, feedback, ideas, or suggestions. You further acknowledge that any goodwill or reputation for any of the Codondex Intellectual Property will belong to Codondex, with all right, title and interest therein. Customer shall not be entitled to claim recompense or compensation for such enhanced goodwill or reputation.
- 9.3. Proprietary Notices. You shall not remove or modify any trademark, copyright or other proprietary legend, marking, disclaimer or notice contained in any Report or in any Codondex Materials.
- 9.4. Trademark, Copyright, Patent Notice. All trademarks, service marks and trade names (e.g., the Codondex name and logo, Codondex i-Score™, PiV™ and PhV™) are owned, registered and/or licensed by Codondex. All content on the Site and in Reports and/or Codondex Materials provided through the Service is protected by U.S. and international copyright laws. Certain portions of the Service may be covered under worldwide patents pending. All rights reserved.
11. Location. The Service is operated by Codondex in the United States. If you choose to access the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.
12. Input Data.
- 12.1. In order to use certain aspects of the Service, you will be required to input data into the Service, including, without limitation transcripts, sequences and other specified data, and you may have the option to voluntarily submit other information including disease conditions, personal traits, ethnicity, sexual orientation, family history, other health-related information, and other information that you enter into surveys, forms or features on the Site from time to time ("Input Data"). Input Data may identify and/or relate to you or to another individual subject of Input Data. Codondex does not claim ownership of any of Input Data, and as between Codondex and you, Codondex agrees that you own all Input Data. With respect to all Input Data that you submit, you grant Codondex a perpetual, irrevocable, non-terminable, unlimited, worldwide, royalty-free, sublicensable, fully paid-up, non-exclusive and transferable right and license to access, store, publish, host, reproduce, distribute, prepare derivative works of, display, modify, copy, transmit, process, and perform, or otherwise use in any manner whatsoever, the Input Data or any part of the Input Data in connection with the Service and Codondex's (and its successors' and affiliates') business, including without limitation the Site or any other websites and mobile applications, in all events, in an anonymous manner that others exercising reasonable diligence cannot determine the Input Data to be information concerning or describing you or the individual subject of any Input Data that you submit. You hereby represent, warrant and covenant that you have obtained all necessary rights to provide any Input Data to us, and that the Input Data you provide does not include anything to which you do not have the full right to grant the license specified in this Section 12.1.
- 12.2. You represent and warrant to Codondex that the Input Data is complete and accurate and that any transcript included within Input Data is a bonafide transcript prepared in accordance with best practices and, to your knowledge, has not been corrupted, adulterated or otherwise modified. You further agree that you will notify Codondex immediately in the event that you learn of any errors in Input Data that you submit or have previously submitted, and will provide a comprehensive set of corrected Input Data after discovering any errors or inaccuracies in any Input Data you have previously submitted.
- 12.3. Input Data is entirely the responsibility of the person from whom such information originated. You are responsible for the information you choose to submit using the Service. In particular, you are responsible for ensuring that you do not submit material that (a) is protected by copyright, contains trade secrets or otherwise is subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner; (b) is false or is a misrepresentation; (c) is offensive, unlawful, harmful to minors, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise objectionable; or (d) impersonates another person. Codondex may in its sole discretion block, prevent delivery of or otherwise remove Input Data as part of its effort to protect the Service or its customers, or otherwise enforce the terms of this ToU. Further, Codondex may in its sole discretion remove Input Data and terminate your account if you submit any information that is in breach of this ToU.
- 12.4. You acknowledge and agree that: (a) you are solely responsible for any Input Data that you submit, post or publish on or through the Service; (b) Codondex does not endorse, represent, or guarantee the completeness, accuracy, reliability or usefulness of any Input Data; (c) you are ultimately responsible for making and keeping current copies of all Input Data and related information, (d) Codondex does not guarantee any confidentiality with respect to Input Data; (e) Codondex is not responsible for any Input Data provided by third parties that you may have access to through your use of the Service and (f) and Codondex has no responsibility to you or any third party for any Input Data, including, but not limited to, any errors or omissions in any Input Data, or any loss or damage of any kind incurred as a result of the use or distribution of any Input Data transmitted or otherwise made available via the Service.
- 12.5. You acknowledge that Codondex has the right, without any obligation, to update inaccurate Input Data provided to us. At Codondex' sole discretion, any Input Data may be included in the Service in whole or in part in modified form. In addition, Codondex and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Input Data that is available via the Service that violates this ToU.
13. Children. The Service is not directed toward children under 13 years of age, and Codondex does not knowingly collect information from children under 13 or allow them to create an account or access account features. If you are under 13, please do not submit any personal information about yourself to Codondex.
14. DISCLAIMER OF WARRANTIES.
- 14.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE, REPORTS AND CODONDEX MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
- 14.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODONDEX EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
- 14.3. CODONDEX MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY REPORTS, CODONDEX MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SERVICE.
- 14.4. CODONDEX DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SERVICE WILL BE CORRECTED; OR (e) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- 14.5. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
15. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.
- 15.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODONDEX AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES") SHALL NOT BE LIABLE TO YOU UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:
- a. ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF CODONDEX OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
- b. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY;
- c. THE DELETION OF, CORRUPTION OF, FAILURE TO STORE, OR DENIAL OF ACCESS TO ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SERVICE; OR
- d. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.
- 15.2. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF CODONDEX OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).
16. Indemnification. You agree to defend, indemnify and hold Codondex and the Related Parties harmless from and against any and all claims, demands, liabilities damages and losses including, without limitation, reasonable attorneys' fees, resulting from or arising out of (a) your use of the Service, Reports and Codondex Materials; or (b) your breach of this ToU or any other policies that Codondex may issue for the Service from time to time.
17. Governing Law; Jurisdiction. This ToU is governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Codondex agree that, except as otherwise provided in Section 18 below, the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to this ToU or your use of the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Codondex shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
18. Binding Arbitration.
- 18.1. Arbitration Procedures. You and Codondex agree that, except as provided in Section 18.4 below, all disputes, controversies and claims related to this ToU (each a "Claim"), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in this ToU. In the event of a conflict between the terms set forth in this Section 18 and the JAMS Rules, the terms in this Section 18 will control and prevail.
- Except as otherwise set forth in Section 18.4, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and Codondex will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this ToU, (a) you and Codondex may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator's decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
- 18.2. Location. The arbitration will take place in Los Angeles, California, unless the parties agree to video, phone or internet connection appearances.
- 18.3. Limitations. You and Codondex agree that any arbitration shall be limited to the Claim between Codondex and you individually. YOU AND CODONDEX AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
- 18.4. Exceptions to Arbitration. You and Codondex agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of Codondex' intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court's jurisdiction in lieu of arbitration.
- 18.5. Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
- 18.6. Severability. You and Codondex agree that if any portion of this Section 18 is found illegal or unenforceable (except any portion of Section 18.4), that portion shall be severed and the remainder of the section shall be given full force and effect. If Section 18.4 is found to be illegal or unenforceable then neither you nor Codondex will elect to arbitrate any Claim falling within that portion of Section 18.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Los Angeles, California, United States of America, and you and Codondex agree to submit to the personal jurisdiction of that court.
- 19.1. ToU Revisions. This ToU may only be revised in a writing signed by Codondex, or published by Codondex on the Site.
- 19.2. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Codondex as a result of this ToU or your use of the Service.
- 19.3. Assignment. Codondex may assign its rights under this ToU to any person or entity without your consent. The rights granted to you under this ToU may not be assigned without Codondex' prior written consent, and any attempted unauthorized assignment by you shall be null and void.
- 19.4. Severability. If any part of this ToU is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToU shall be given full force and effect.
- 19.5. Attorneys' Fees. In the event any litigation or arbitration is brought by either party in connection with this ToU, except as otherwise provided in Section 18.5, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.
- 19.6. No Waiver. Our failure to enforce any provision of this ToU shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Codondex of any provision, condition or requirement of this ToU shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
- 19.7. Notices. All notices given by you or required under this ToU shall be in writing and sent to firstname.lastname@example.org.
- 19.8. U.S. Government Rights. If you are, or are entering into this ToU on behalf of, any agency or instrumentality of the United States Government, the Software is "commercial computer software" and "commercial computer software documentation," and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable.
- 19.9. Equitable Remedies. You acknowledge and agree that Codondex would be irreparably damaged if the terms of this ToU were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToU, in addition to such other remedies as we may otherwise have available to us under applicable laws.
- 19.10. Entire Agreement. This ToU, including the documents referenced in this ToU, constitutes the entire agreement between you and Codondex with respect to the Service and supersedes any and all prior agreements between you and Codondex relating to the Service.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS TOU AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO USE THE SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY THIS TOU.