Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
- Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
- API means the programmatical interface made available to members of the Codelocks Developer Programme.
Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Codelocks Ltd, Albury Way, Greenham Business Park, Newbury, RG19 6HW.
- Service refers to the Website and API which provide access to additional functionality and features on supported Company products
- Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
- Website refers to Codelocks Portal, accessible from https://www.codelocksportal.net or https://www.codelocksconnect.net
You (referred to as either “You” or “Your” refers to the individual accessing or using the Service, or the Company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
As a user of the Service, You agree not to:
- Share, publish or otherwise make known any details used to access the Service
Attempt to disrupt, circumvent, disable or otherwise interfere with any part of the Service
- Engage in any form of automated use of the Service including but not limited to the generation of records, content or codes via the use of scripts, scheduled tasks or integration tools and services
- Deceive, defraud or otherwise attempt to learn account information from the Company or other users
- Reverse engineer, decompile or disassemble the software available via the Service or of the Service itself
- Attempt to re-brand, pass-off, present or provide any part of the Service as Your own Service whether to compete with the Company, promote Your own services, or to enter into a commercial enterprise without the express written permission of the Company
- Use any part of the Service to create or compile a database without expression written permission by the Company
- Attempt to use any part of the Service to disrupt, circumvent, disable or otherwise interfere with any product manufactured or supplied by the Company
- Attempt to access the Service in any way other than the interface that we provide
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
The primary method of communication is via the Codelocks Portals homepage at https://www.codelocksportal.net. Product or Service announcements will be posted on this page. In connection with Your use of the Service, We may send You service announcements, administrative messages, and other information. You may choose to opt out of those communications.
Except where Your usage is governed by a separate agreement, payment is required for certain elements of the Service which include but may not be limited to the generation of NetCodes, sending of SMS messages and management of connected devices. It shall be clearly indicated where payment is required and no payment details are stored or held on file. Where Your usage exceeds that for which You have paid, or any limitation implied, the Company shall reserve the right to suspend access to the Service in whole or part until payment has been received. Pricing is available from within the Service, via Your Account Manager or via the Company’s Sales Department.
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions. Upon termination, Your right to use the Service will cease immediately.
Where Credits are purchased on an ad-hoc basis, You may cancel without notice by providing notification to the Company. Any unused Credit balance will be forfeit. We may cancel any agreement to use the Service in part or as a whole with a notice period of no less than thirty days, for any reason whatsoever, including without limitation if any Product supported by the Service is withdrawn. Such notice will be available on the Service Website. Any claim for refund of unused credits must be made within thirty days of any cancellation notice and shall apply only to parts of the Service covered by Our cancellation. Any such claim must be in writing to firstname.lastname@example.org. A claim for only unused credits shall be considered and the monetary value of said credits shall be determined via the formula (“total amount paid for credits” / “total number of credits purchased”) x “credits remaining”. We may also cancel any agreement to use the Service as a whole where no usage is detected on Your account for a period of ninety days. Notification of potential cancellation shall be provided via the email address associated with Your account. Should no further usage be detected within thirty days of said notification, immediate cancellation shall apply and any remaining credit balance shall be forfeit. Where Your usage is governed by a separate agreement, the terms of that agreement shall apply.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service. To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
“AS IS” and “AS AVAILABLE” Disclaimer
The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Without limiting the foregoing, neither the Company nor any of the Company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The Company shall be under no liability for any loss (including consequential loss or loss of profit) damage or delay or expenses of any kind whatsoever caused wholly or in part by withdrawal or interruption of third-party services on which the Service relies, Act of God, outbreak of war, civil commotion, government policies or restrictions or control including restrictions on export or import or other licences, trade or industrial disputes of whatever nature, whether or not such dispute involves the Company, its servants or agents, or by any other contingency whatsoever which is beyond the control of the Company.
The laws of England, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
For European Union (EU) Users
If You are a European Union consumer, You will benefit from any mandatory provisions of the law of the country in which You are resident in.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on Our Service. You agree that the original English text shall prevail in the case of a dispute.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.