By using this website, you agree to be bound by these Terms and Conditions. Codiant reserves the right to change the Terms and Conditions at any time, for any reason.

1. WEBSITE USAGE TERMS AND CONDITIONS

Codiant grants you a non-transferable, non-exclusive license to use the website and the content of any emails you receive from Codiant in accordance with these Terms and Conditions. The content and information contained in the website and emails is protected by copyright and other rights belonging to Codiant. You may not copy, reproduce, modify, or create derivative works from any information provided in connection with the website or emails you receive from Codiant, except in accordance with these Terms and Conditions.

You may not use the website or the content of any emails to compete with Codiant or in any manner objectionable to Codiant or detrimental to Codiant (this includes "spamming"; use contrary to established "netiquette"; use in breach of anyone's rights; use for any illegal purpose; accessing, posting, transmitting, downloading or communicating any objectionable, unlawful, threatening, defamatory, slanderous, scandalous, offensive, obscene, inflammatory, pornographic, profane, false or dangerous material; or use for hacking or otherwise compromising any linked computer system).

2. YOUR OBLIGATIONS AND CONDUCT

2.1

In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the "Registration Data"); (b) maintain and promptly update the Registration Data, and any information You provide to Codiant Software, to keep it accurate, current and complete; and (c) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website.

2.2

You are entirely responsible for all Content that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Codiant or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Codiant reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.

2.3

You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Codiant or someone else, or spoof Codiant Software's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.

3. STANDARD SERVICES TERMS

Codiant will use its reasonable endeavours to complete the services within the timeframe (if any) agreed by the parties in any corresponding SOW. The Customer acknowledges that the services cannot be performed until it has given Codiant all of the content and other materials and matters reasonably required by Codiant. Codiant will have no liability for any delays or failure where such delays or failure is the direct or indirect result of any act or omission of the Customer or a breach by the Customer of this agreement.

4. INTELLECTUAL PROPERTY RIGHTS

Customer shall own all right, title and interest in and to the Deliverables. The rights, title and interest in and to the Deliverables shall be granted to the Customer only upon receipt of full payment by the Consultant. To the extent that the Deliverables incorporates Consultant pre-existing intellectual property (“Consultant Pre-existing IP”), and such Consultant Pre-Existing IP are necessarily required for the proper functioning of the Deliverables Consultant grants to Customer a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Consultant Pre-Existing IP solely along with the Deliverables.

5. WARRANTIES

Except as expressly stated in this Agreement, the parties disclaim all warranties of any kind, implied, statutory, or in any communication between them, including without limitation, the implied warranties of merchantability, non-infringement, title, and fitness for a particular purpose.