Terms of Use - Codenica (ITSM & ITAM)

The combination of these Terms of Use and our Privacy Policy creates a binding contract (the "Agreement") between Codenica (also referred to as "we", "us", or "the Company") and any individual or organization that registers for or utilizes the services we offer (referred to as "Customer" and "you"), both referred to together as “parties” and separately as a “party”.

By agreeing to this Agreement, you accept the terms under which we provide our services. Completion of the registration process, accessing, or using our services signifies that (I) you have fully read, understood, and accepted the terms of this Agreement; (II) you affirm and warrant your authorization to agree to these terms on behalf of the account owner, binding them to this Agreement; and (III) you acknowledge that your use of our services is strictly for business purposes. If you lack the legal authority to bind yourself or your organization to this Agreement, find any part of the Agreement unclear, or disagree with its terms, we ask that you refrain from registering for or using our services.

By entering into this Agreement, both you and Codenica are committed to its terms, which become effective at the earliest of the following moments: the date you register for our services, begin accessing or using them, or sign an applicable Order Form, hereby referred to as the “Effective Date”.

Below, key terms used within this agreement are defined for clarity:

Account / License - Refers to the customer-created account necessary for accessing the Services provided.

Agent - Denotes authorized user(s) within the Services, empowered by the customer to utilize and manage the Services on the customer’s behalf.

Confidential Information - Encompasses all private data disclosed by us, including trade secrets, software code, designs, strategies, business and financial data, and other sensitive information. Such information is considered confidential if it is identified as such or if the context implies its confidentiality. It cannot be shared or used without our explicit consent.

Customer Data - Includes all data, content, and materials inputted, uploaded, or otherwise provided by the customer, their agents, or end-users within or through the Services.

End-Users - Refers to the customers of our customer, including visitors to domains utilizing our Services.

Order Form - Any agreed-upon document detailing specific service rates and terms between us and the customer.

Services - Represents the various services or applications we provide, whether as trial, complimentary, or paid offerings. Excludes services provided by third parties.

Personal Data - Any information that can identify an individual associated with the customer’s account, either directly or indirectly.

Sites - Any domains or applications operated by us where the Services are made available to customers.

1.1. Access to the internet and compatibility of our services with third-party software lies solely with the customer. The responsibility for the functionality of your internet network, including transmission paths and hardware, and the consequences of using other software falls entirely on you.

1.2. Our services are regulated by the most current version of these terms, which are available on our relevant sites. We suggest regularly reviewing these terms for any updates. Modifications, especially those affecting payments, will be explicitly communicated to you well in advance.

2.1. Upon account creation and throughout the term of these terms, it's imperative to provide accurate and current account information to ensure seamless service provision and adherence to these terms.

2.2. Should you transfer your account for administrative purposes, it doesn't exempt you from the obligations under these terms. The service use must still comply with these terms.

2.3. We specify certain usage limits for our services. Each customer is assigned unique credentials, restricting service usage to a predetermined number of authorized agents. Notably, our services support concurrent access, meaning the account can be shared among multiple users but not accessed simultaneously. Breaching usage norms may lead to adjustments in service access or incur additional charges.

2.4. Account registration and access require compliance with our age restriction policy; we do not knowingly offer services to anyone under sixteen. Identifying such users will lead to account termination.

2.5. Responsibility for compliance with these terms, including adherence to legal standards for customer data, rests with you, your agents, and end-users.

2.6. Securing necessary authorizations for service availability to end-users, ensuring provided customer data adheres to all applicable laws, and avoiding infringement on rights are your responsibilities.

2.7. Upon subscription, services become accessible, initiating data processing activities compliant with the Data Processing Addendum. We manage customer and account-related data according to our Privacy Policy.

2.8. Familiarity with the technical requirements necessary for accessing and using the services is essential. You should be aware of the risks associated with electronic data transmission.

3.1. You are solely responsible for any activities that occur under your account and for managing your Customer Data. It is essential not to attempt unauthorized access to other accounts. We are not responsible for your Customer Data and any consequences of its publication or storage through our services.

3.2. Our responsibility does not extend to your usage patterns of the Service or Customer Data. We engage with your data only to the extent permitted by our terms, such as for resolving service issues, maintenance, legal compliance, or security purposes, always with due consideration for your privacy.

3.3. Ownership of Customer Data remains with you, granting us a worldwide, non-exclusive, and royalty-free license to use it as necessary for providing our services, within the bounds of our agreement.

3.4. You must use your account and our services in compliance with applicable laws, our service descriptions, and any guidelines provided. This includes refraining from illegal, harmful, deceptive activities, or any actions that infringe on the rights of others or threaten public safety. Specifically, you agree not to:
a.) Disrupt the services, compromise security, or infringe on third-party networks or rights.
b.) Engage in unauthorized access, reverse engineering, or modification of the services that could impair functionality or security.
c.) Create a false identity or mislead others about the origin of data or communications.
d.) Use the services in a manner that violates individual rights or fails to comply with legal data handling requirements.
e.) Encourage others to engage in any of the behaviors listed above.

3.5. You are responsible for maintaining secure and functional network connections for accessing the services, as well as ensuring compatibility with our service updates. We cannot be held accountable for data compromised across external networks.

3.6. While we do not actively monitor content within the services, we reserve the right to suspend or terminate access in response to legal violations or if your actions pose a risk to our operations or the safety of users.

3.7. The services must be used for legitimate business purposes in compliance with these terms. Unauthorized resale or sharing of the services, without our explicit consent, is strictly prohibited and may result in termination of this agreement.

3.8. Any modification of service usage or purpose without adherence to the agreement or applicable order forms is prohibited. Falsely representing an association with or acting on behalf of the company is not allowed.

4.1. Our services may interact with a variety of external services and websites, hereafter referred to as "External Services." These connections are outside our control and domain, implying that we bear no responsibility for the privacy, security, or data integrity associated with these External Services. You, the user, must ensure compliance with any necessary consents and legal obligations when engaging with these External Services. Despite their independence, these External Services may have their governance and legal agreements, which we advise you to review carefully. Our linkage to any External Services is as-is and subject to change, with no obligation for compensation upon cessation.

4.2. The reliability of any External Service and the accuracy of the information, products, or services provided therein lies solely with you. Specifically, should any AI-powered features from these services present discrepancies, it is your responsibility to independently verify such data. Our acknowledgment does not extend to the accuracy of AI-generated content, absolving us of liability from any misinformation.

4.3. Additionally, our services might incorporate or offer the ability to use third-party software and components, recognized as "Third Party Components." The utilization of these components within our services adheres to their respective licenses and acknowledgments. In cases of discrepancy between these third-party terms and our own, the third-party licenses take precedence regarding their specific components. It's important to note that our services, excluding any Third Party Components, do not fall under open-source licensing. We do not claim ownership or offer warranties on these external components, emphasizing that our service offering, in its entirety, remains proprietary.

5.1. All intellectual property rights, including but not limited to copyrights, patents, trademarks, and service marks, related to the Services, including the underlying software, technology, documents, designs, and any other materials provided as part of the Services, are owned solely by us. This encompasses all updates, enhancements, modifications, and revisions that we may undertake. Our ownership extends to all associated brand elements and identifiers.

5.2. Any confidential information shared between us and you, including but not limited to trade secrets, business practices, and proprietary technologies, remains the exclusive property of the disclosing party. The recipient of such information is bound to maintain its confidentiality with the same degree of care that it applies to its confidential data, but not less than reasonable care. This includes preventing unauthorized disclosure, access, or use of the confidential information.

5.3. You agree to indemnify and hold us harmless from any claims, losses, damages, liabilities, including legal fees, arising out of your use of the Services in violation of these terms, any third-party services, infringement of intellectual property rights, or any breach of confidentiality obligations. This indemnification obligation covers any legal actions brought against us due to unauthorized use of the Services or any content you provide.

5.4. We welcome and encourage feedback, suggestions, comments, and other inputs about our Services ("Feedback") from you. By providing Feedback, you grant us a global, non-exclusive, perpetual, irrevocable, royalty-free license to use, display, modify, distribute, and incorporate this Feedback into our Services and related offerings in any manner we deem appropriate, without any obligation or compensation to you.

6.1. Fees for the Services are determined based on the current rates detailed on our website, applicable to the Services you've selected, unless otherwise specified in a mutually agreed-upon Order Form.

6.2. Access to the Services on our site may be offered free of charge for a preliminary period, varying by the service type.

6.3. Payment for the Services will be processed electronically via established payment platforms. All financial transactions and billing communications will be executed digitally, with receipts accessible within your account dashboard.

6.4. Should payment not be received by the specified due date on the invoice, we reserve the right, without any liability, to (i) suspend your access to the Services, including disabling login credentials, until outstanding balances are settled; and (ii) apply interest charges on overdue amounts at the maximum rate permitted by law.

6.5. It is your responsibility to ensure that billing and contact information is accurate and updated. Please notify us promptly of any changes.

6.6. We reserve the right to modify service fees with prior notice to accommodate service enhancements or expansions.

6.7. Quoted fees do not include taxes or governmental charges that may apply. Such taxes and charges, payable by you, will be invoiced if applicable. You are obligated to pay these fees without deduction, except as required by law. Should withholding taxes apply, you must ensure that the net amount received by us after all deductions equals the original invoice amount.

7.1. We offer no refunds or credits for unused service time prior to the conclusion of the Subscription Period, regardless of the billing cycle.

7.2. To ensure fairness and manage our resources efficiently, no exceptions to this policy will be made.

7.3. Details on Subscription Types:

a) Trial Accounts provide a fully-functional service experience without charge for a limited period to acquaint users with our Services. No credit card is required during this trial phase.
b) Eligibility for Trial Services requires being a new user to our Services. The trial offer is provided as-is, without any express warranties.
c) We disclaim all responsibility for any claims or damages that may arise from the use of Trial Services.
d) The designated period for Trial Services is determined at our discretion. We may terminate these services at any point during the trial without notice. Upon termination or expiry, your rights under the Agreement for the Trial Services conclude.

7.4. Information on Free Services:

a) Users of Services provided free of charge are subject to the same terms as trial accounts.

7.5. Details on Paid Services:

a) At the conclusion of Trial Services, continuing with the Services requires payment based on current rates. Responsibility for all charges incurred lies with the Customer. Our policy does not accommodate refunds or pro-rated refunds for processed payments.
b) The Agreement's term is specified by the Customer or as defined in an applicable Order Form, known as the Subscription Period, and automatically renews unless the Account is closed.
c) Paid services can be discontinued at any time by the user or by us for reasons including but not limited to breach of Agreement or unlawful use of the Services. Such termination does not entitle the user to a refund for the unused period.
d) We bear no liability for any damages resulting from the suspension or closure of an Account, whether initiated by the user or by us.

8.1. We stand behind our Services with the assurance that during the Agreement or any Order Form's term, we will ensure that the Services are accessible and function as intended. Our support, when provided, will be executed proficiently by qualified personnel. Should any Service potentially infringe upon third-party rights, we reserve the right to either secure ongoing usage rights, modify the Service to avoid infringement, or terminate the Service or Agreement as necessary.

8.2. The Services and all accessed content through our Sites are provided "as is" and on an "as available" basis, subject to change or discontinuation at our discretion. We cannot guarantee the Services will be uninterrupted, secure, or free from errors or harmful components. Despite our efforts, the use of our Services may involve transmitting data over networks beyond our control, and we are not liable for any lost, altered, or intercepted data. Scheduled maintenance or unforeseen issues may impact the Services without notice, and we bear no liability for these interruptions.

8.3. Our responsibility for any issues arising from modified use of the Services, third-party actions, compliance failures, internet-related challenges, or external factors beyond our control is strictly limited. This extends to damages or losses incurred through third-party claims or as a result of suspending or closing accounts.

8.4. Various external factors beyond our control may influence the quality and availability of our Services. Scheduled maintenance or technical difficulties may temporarily affect service availability, which does not constitute a breach of the Agreement.

8.5. Should the Services not conform to our guarantees, we commit to addressing these issues in a timely and effective manner, which constitutes the sole remedy available to the Customer under such circumstances.

9.1. In accordance with legal allowances, we are not liable for any indirect or consequential damages that arise from this Agreement, including lost profits or data, even if such potential damages are known in advance.

9.2. Our total liability for any direct damages will not exceed the payments received from the Customer for the Services in the 12 months preceding any claim, without affecting the Customer's obligation for payments due under the Agreement.