Last updated: November 2023
Welcome to CharacterCode™, a website and software system (the “Site”), created and owned by CharacterCode™ Inc. o/a CharacterCode™ (“we”, “us”, or “CharacterCode”). Through this Site, we provide services and materials (“Services”) designed to assist:
Site Visitors, Corporate Users, Individual Users, and Portal Users are collectively referred to herein as “Users” (or, individually, “you”). By signing up for a CharacterCode™ Account (as defined in Section 1) or by using any CharacterCode™ services or materials (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms”), as well as all applicable laws.
We may revise these Terms or any additional terms and conditions that are relevant to a particular Service from time to time to reflect changes in the law or to the Services. We will post the revised terms on the Site with a “last updated” date. Those revised terms become part of these Terms. It is your responsibility to review the Site on a regular basis to obtain timely notice of any revisions. If you continue to use the Services after the revisions take effect, you are thereby bound by these Terms as revised. You agree that we shall not be liable to you or to any third party by reason of modification of the Terms.
You agree to receive electronically all communications, agreements, and notices that we provide in connection with the Services (“Communications”), including by email, or by posting them on the Site or through any Services. You agree that all Communications that we provide to you electronically satisfy any legal requirement that Communications be in writing. You agree to keep your Site account (“Account”) contact information current so that we can send you Communications.
To access and use the Services on this Site, you must register for an account (“Account”). To complete your Account registration, you must provide us with your full legal name, address, phone number, a valid email address, and any other information indicated as required. CharacterCode™ may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
If you are a Corporate User and you are, or your organization is, bound by a separate license agreement with CharacterCode™ (“Corporate Terms”), then these Terms will apply to use of the Site or any Services only to the extent such use is not already governed by the Corporate Terms. The Corporate Terms include restrictions and requirements that outline the features that a Corporate User will be able to access. By using the Services as a Corporate User, you represent that you are a legally qualified professional or are acting on the authority of and under the supervision of a legally qualified professional.
To be an Individual User, you must have registered an Account on the Site. You are solely responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or password.
If you or your organization has registered for an Account to use the company services (such as managing stakeholder communications and workflows), you are a “Portal User” and shall be bound by any applicable subscription plan (“Subscription Plan”) that you or your organization has entered into, as well as these Terms.
Subject to these Terms, CharacterCode™ will provide the Portal Services to Portal Users in accordance with each Portal User’s Subscription Plan, and CharacterCode™ grants to each Portal User a limited non-exclusive, non-transferrable right and license during the Term, solely in accordance with these Terms to use the Portal Services and access related Documentation.
You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. Any violation by you of the license provisions contained herein may result in the immediate termination of your right to use the Site.
The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.
The trademarks, logos, taglines, and service marks displayed on the Site are registered and unregistered Trademarks of CharacterCode™ and others. Your use of the Trademarks or any other CharacterCode™ content is strictly prohibited.
Unauthorized reproduction or distribution of the software is expressly prohibited by law and may result in civil and criminal penalties.
The content, reports, and documentation provided on the Site by CharacterCode™ do not constitute legal, financial, or health advice. The Site may provide examples of agreements, documents, and other general legal information for example purposes only and may not be suitable for your circumstances. If you are not a lawyer, you should consult a lawyer regarding how any legal document may affect or impair your legal rights.
CharacterCode™ IS NOT A LAW FIRM AND DOES NOT ENGAGE IN THE PRACTICE OF LAW. NOTHING ON THE SITE SHOULD BE CONSTRUED AS AN ATTEMPT TO OFFER OR RENDER LEGAL SERVICES AND OUR EMPLOYEES ARE NOT ACTING AS YOUR LEGAL, FINANCIAL, OR HEALTH COUNSEL.
No part of the Services should be applied to any specific or general factual situation. Use of the Site or the Services does not create or constitute an attorney-client or doctor-client relationship.
All sample templates and related materials made available as part of the Services are provided “as is,” without any express or implied warranty of any kind, including warranties of merchantability, merchantable quality, legal effect, accuracy, appropriateness, completeness, non-infringement, or fitness for a particular purpose.
All information, forms, and other resources available on or through the Site should be modified to meet all applicable laws and regulations in your jurisdiction. You are using these resources at your own risk.
The prices, features, and options of the Portal Services depend on the Subscription Plan you have subscribed to. CharacterCode™ reserves the right to change the prices or alter features without prior notice. Portal Users may purchase optional services on a periodic or per-use basis.
Portal User’s payments are non-refundable except as expressly provided in these Terms. Charges for pre-paid Subscription Plans will be billed in advance.
When a Portal User purchases a Subscription Plan, accurate and complete information for a valid payment method must be provided. By completing registration, Portal User authorizes CharacterCode™ to charge the payment method on a recurring basis.
If we are not able to process payment of Fees, access to your Account and the Services may be suspended. Your Account will be reactivated upon payment of outstanding Fees.
If timely payment is not made, finance charges and additional costs may apply. Portal User will reimburse any collection costs, including reasonable legal fees.
CharacterCode™ reserves the right to correct any errors on invoices and expects notification of billing problems within 30 days. Failure to notify waives the right to dispute discrepancies.
Billing cycle end dates may change from time to time. CharacterCode™ may adjust charges accordingly.
All payments are exclusive of Taxes. Portal User is responsible for Taxes associated with the purchase or use of the Portal Services.
Free Trials may have additional terms and conditions. CharacterCode™ reserves the right to reduce or end trial periods without notice.
Data entered during a Free Trial may be lost unless a Subscription Plan is purchased or data is exported before the trial ends.
During a Free Trial, the Services, Documentation, and Site are provided “as is,” without any warranties.
By using the Site, you agree not to engage in any activity or transmit information that:
Users shall not permit others to exceed authorized use or make the Services available to third parties except as expressly provided.
You may link to the Site but may not frame the Site or affect its display inappropriately.
We have the right to monitor access to or use of the Site and to take action against violations of these Terms.
Your use of the Site is subject to all applicable laws and regulations.
The information you provide to us will be used as described in CharacterCode™'s Privacy Policy.
We may share your information as necessary to comply with legal processes or protect rights and safety.
Your email address may be used for verification, fraud prevention, and communication purposes.
Users are responsible for managing documents and access related to Electronic Signature functionality.
Personal information may be used for maintaining the integrity of the Site and improving Services.
We reserve the right to disclose information as required by law or to protect our company.
The Services, Documentation, and Site are provided “as is” and “as available.”
CharacterCode™ does not guarantee error-free performance or completeness of the Services and Documentation.
CharacterCode™ does not endorse or assume responsibility for third-party products or services.
Some jurisdictions do not allow limitations on implied warranties, so certain limitations may not apply to you.
You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, legal fees) arising from or related to your use of the Site.
CharacterCode™ retains the exclusive right to settle, compromise, and pay claims brought against us. You agree not to settle any matter involving CharacterCode™ without our prior written consent.
CharacterCode™ will not be liable to you for any consequential, incidental, special, punitive, or exemplary damages arising from or related to these terms.
In no event shall CharacterCode™ be liable to you for any direct, indirect, or consequential damages resulting from your use of the Site or Services.
Some jurisdictions may not allow the limitation of liability, and portions of this section may not apply to you.
Our total liability to you shall not exceed the total amount paid by you to CharacterCode™ in the 12 months preceding the event giving rise to liability.
Each limitation represents an agreed allocation of risk essential to the basis of the bargain between the parties.
Some jurisdictions do not allow limitations of liability. The limitations herein shall apply to the maximum extent permitted by law.
We are not responsible for third-party content linked from the Site. All dealings with third parties are solely between you and them.
You and CharacterCode™ are independent contractors. These Terms do not create any agency or partnership.
You may not assign your rights without CharacterCode’s written consent. CharacterCode™ may freely assign its rights and obligations.
Notices must be in writing and sent via certified mail or insured courier to the appropriate party.
Neither party is liable for failure to perform due to events beyond their reasonable control.
Contact us to resolve disputes before taking formal action. Both parties agree to attempt resolution in good faith.
Disputes will be resolved through binding arbitration administered by JAMS.
You agree to bring claims only in your individual capacity, not as part of a class action.
Provisions related to arbitration and class actions survive termination of these Terms.
These Terms are the final, complete agreement and supersede all prior agreements.
These Terms are governed by the laws of the State of Wyoming, USA.
Failure to enforce a provision is not a waiver of the right to enforce it later.
If any part of these Terms is found unenforceable, the rest remains in effect.
We may modify these Terms at any time. Continued use of the Site constitutes acceptance of changes.
Any claim must be filed within one year of its occurrence, or it is permanently barred.
The Terms begin upon acceptance and continue until the Subscription Plan expires or is terminated.
Subscription Plans renew automatically unless otherwise noted. Fees and features may change with renewal.
You may terminate your Account by providing 10 days’ written notice.
CharacterCode™ may suspend or terminate Accounts for default or breach of these Terms.
Upon termination, accrued fees remain payable, and access to the Site and Services ceases.
Portal Users are responsible for determining the suitability of the Portal Services and compliance with applicable regulations.
Users warrant compliance with data protection laws for any personal data provided.
Users may store and manage transaction records but must comply with applicable retention requirements.
CharacterCode™ may delete transaction records and User Data upon termination of the Account.
Transaction Data may be retained for business purposes.
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15th November 2023