Codenica Terms of Use and User Responsibilities

These Terms of Use, together with the Privacy Policy, constitute a binding agreement ("Agreement") between Codenica ("we", "us", "Company") and any natural or legal person who registers an account or uses the services offered by us ("Customer", "you"). Throughout this document, both parties are collectively referred to as the "Parties", and individually as a "Party".

By registering an account, accessing the system, or using the services, you confirm that you have read and understood the Agreement and accept the terms under which the services are provided. You further confirm that you have the appropriate authority to act on behalf of the account owner or the organization you represent, and that the services are used solely for business purposes.

If you do not have the required authority, do not agree with the terms of the Agreement, or if any of its provisions are unclear to you, you should refrain from registering an account or using the services.

This Agreement becomes effective on the date of account registration, commencement of service use, access to the system, or execution of an Order Form - whichever occurs first. This date is hereinafter referred to as the "Effective Date".

Below are definitions of key terms used in this Agreement:

Account - means a user account created within the Codenica system, enabling access to the Services in accordance with the scope of granted permissions.

License - means the right to use the Services within a defined scope, in accordance with the selected subscription, Order Form, and the applicable price list.

Agent - means an authorized user acting on behalf of the Customer, granted access to the Services and permissions to operate and manage them in accordance with the assigned role.

Confidential Information - includes any non-public information disclosed by one Party to the other Party in connection with the performance of the Agreement, including, in particular, technical, commercial, financial, organizational data, designs, documentation, software code, and any other information which, by its nature or circumstances of disclosure, should be considered confidential.

Customer Data - means all data, content, and materials entered, transmitted, or otherwise made available through the Services by the Customer, its Agents, or End Users.

End Users - means third parties, including the Customer’s clients, employees, or contractors, who use the Services indirectly through systems or portals made available by the Customer.

Order Form - means an agreed document or electronic record specifying the scope of the Services, subscription terms, pricing, and other commercial arrangements between Codenica and the Customer.

Services - means the services and applications provided by Codenica under the SaaS model, including trial, free, and paid versions, excluding services provided directly by third parties.

Personal Data - means information relating to an identified or identifiable natural person, processed within the Services in accordance with applicable data protection laws.

Parties - means collectively Codenica and the Customer, being parties to this Agreement, and individually a “Party”.

1.1. Access to the Internet and the technical environment required to use the Services, including network connectivity, computer hardware, and third-party software, are the responsibility of the Customer. Codenica shall not be liable for the operation, performance, or compatibility of the Services with the infrastructure or technical solutions used by the Customer.

1.2. Use of the Services is governed by the current version of the Terms of Use published on the Codenica website. We recommend reviewing the Terms regularly to remain informed of any updates. Material changes, in particular those affecting the scope of the Services or financial terms, will be communicated with reasonable advance notice.

2.1. Upon creation of the Account and throughout the term of the Agreement, the Customer shall provide accurate, complete, and up-to-date information necessary for the proper provision of the Services. The Customer is responsible for maintaining the accuracy of contact and billing information associated with the Account.

2.2. The Customer may grant administrative or access permissions to other individuals within the Account, in accordance with the functionality of the Services. Granting such permissions does not release the Customer from responsibility for actions performed within the Account or from compliance with these Terms of Use.

2.3. Use of the Services is subject to the limits specified in the selected subscription plan or Order Form, in particular with respect to the number of authorized Agents. Each Agent shall use the Services using individual login credentials. Sharing access credentials with unauthorized persons or using the Services in excess of applicable limits may result in access restrictions, additional charges, or suspension of the Account.

2.4. The Services are not intended for individuals under the age of 16. Registration of an Account or use of the Services by persons who do not meet this requirement is prohibited and may result in immediate termination of the Account.

2.5. The Customer is solely responsible for ensuring that use of the Services complies with applicable laws and regulations, including data protection laws, both with respect to the Customer’s own actions and the actions of its Agents and End Users.

2.6. The Customer represents and warrants that it has all necessary rights, consents, and legal bases to process and make available Customer Data within the Services, and that such data does not infringe the rights of third parties.

2.7. Upon activation of the subscription, the Services become available and data processing is carried out in accordance with the applicable Data Processing Addendum and the Codenica Privacy Policy.

2.8. The Customer is responsible for meeting the minimum technical requirements necessary to use the Services and for being aware of the risks associated with data transmission over electronic networks.

3.1. The Customer is fully responsible for all activities performed within the Account, including actions of Agents and End Users, as well as for the content and legality of Customer Data. The Customer shall not attempt to gain unauthorized access to other users’ accounts or to systems or data to which it has no authorized access.

3.2. Codenica processes Customer Data solely to the extent necessary to provide the Services, ensure their security, maintenance and development, handle technical support requests, and comply with applicable legal obligations. Processing is carried out with due respect for privacy and in accordance with the Privacy Policy and applicable laws.

3.3. Ownership of Customer Data remains with the Customer. The Customer grants Codenica a non-exclusive, worldwide, royalty-free license to process Customer Data solely to the extent necessary for the proper provision of the Services in accordance with the Agreement.

3.4. The Customer shall use the Services in compliance with applicable law, this Agreement, the Service descriptions, and any provided guidelines. In particular, the Customer shall not:
a) interfere with the operation of the Services, bypass security measures, or compromise the integrity of systems, networks, or data,
b) gain or attempt to gain unauthorized access, perform reverse engineering, or modify the Services in an unauthorized manner,
c) impersonate any person or entity or misrepresent the origin of data or communications,
d) use the Services in violation of data protection, privacy laws, or third-party rights,
e) use the Services for spam, phishing, automated mass requests, or other abusive activities,
f) encourage or assist others in violating these Terms.

3.5. The Customer is responsible for ensuring a secure and stable network connection enabling access to the Services and for compatibility of its systems and devices with current versions of the Services. Codenica shall not be liable for security breaches resulting from infrastructure outside its control.

3.6. Codenica is not obligated to continuously monitor content processed within the Services but reserves the right to take immediate action, including suspension or termination of access, if it determines a violation of law, this Agreement, or a threat to system, user, or data security.

3.7. The Services may be used solely for the Customer’s legitimate business purposes. Any resale, sublicensing, sharing, or use of the Services for third parties without Codenica’s explicit consent is prohibited and may result in termination of the Agreement.

3.8. Misrepresenting any relationship with Codenica, acting on its behalf without authorization, or using the Services in a manner inconsistent with this Agreement or an Order Form is strictly prohibited.

4.1. The Services may allow integration or interoperability with external systems, services, or websites (“External Services”). Such integrations are optional and provided on an “as is” basis. Codenica does not control External Services and is not responsible for their availability, security, continuity, privacy practices, or data processing methods.

4.2. When using External Services, the Customer is solely responsible for obtaining all required consents, legal bases, and ensuring compliance with applicable laws, including data protection regulations. Terms, licenses, and policies of External Services are determined independently by their providers and may change without affecting this Agreement. Codenica is not responsible for the discontinuation, modification, or limitation of External Services.

4.3. To the extent that External Services use artificial intelligence or content generation mechanisms, the Customer acknowledges that outputs provided by such features are of an auxiliary and informational nature. AI-generated content does not constitute legal, financial, or operational advice and should not be relied upon as the sole basis for decisions. Responsibility for verification, interpretation, and use of such outputs rests solely with the Customer.

4.4. The Services may include or rely on third-party software, libraries, or components (“Third-Party Components”). Use of such components is governed by their respective license terms. In the event of a conflict between this Agreement and the license terms of Third-Party Components, the applicable third-party license terms shall prevail with respect to their use.

4.5. Except for Third-Party Components, all intellectual property rights in the Services remain the exclusive property of Codenica. Codenica makes no warranties and assumes no liability with respect to the operation, updates, or licensing changes of Third-Party Components.

5.1. All intellectual property rights, including but not limited to copyrights, patents, trademarks, service marks, know-how, and other proprietary rights related to the Services, including software, technologies, documentation, designs, user interface, and materials provided as part of the Services, are the exclusive property of Codenica. This includes all updates, enhancements, modifications, and derivative works. Nothing herein affects the Customer’s rights to Customer Data.

5.2. All Confidential Information disclosed between the Parties in connection with the Agreement, including technical, commercial, organizational, financial information, and trade secrets, remains the property of the disclosing Party. The receiving Party shall protect such Confidential Information with due care no less than it applies to its own confidential information and shall use it solely for purposes of performing the Agreement.

5.3. The confidentiality obligation does not apply to information that: (a) is or becomes publicly available without breach of the Agreement; (b) was lawfully known to the receiving Party prior to disclosure; or (c) is disclosed pursuant to applicable law or a binding decision of a competent authority, provided that the disclosing Party is notified where legally permissible.

5.4. The Customer shall indemnify and hold harmless Codenica from and against any claims, losses, damages, liabilities, and costs, including reasonable legal fees, arising from: (a) use of the Services in violation of this Agreement or applicable law; (b) infringement of third-party rights, including intellectual property rights; or (c) content, data, or materials provided by the Customer or its users.

5.5. The Customer may provide feedback, suggestions, or proposals regarding the Services (“Feedback”). By providing Feedback, the Customer grants Codenica a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use, modify, distribute, and implement such Feedback as part of the Services or other Codenica products. Feedback is not considered Confidential Information, and Codenica is under no obligation to implement it or provide compensation.

6.1. Fees for the Services are determined based on the pricing in effect on the date the order is placed, as published on our website or specified in an agreed Order Form. Unless stated otherwise, fees are charged in advance for the applicable billing period.

6.2. Certain Services may be offered free of charge for a limited trial period or under free plans, in accordance with the current offer. After the free period ends, continued use of the Services requires payment of the applicable subscription fees in accordance with the then-current pricing.

6.3. Payments for the Services are made electronically via supported payment platforms or based on issued invoices. Invoices and billing information are made available electronically through the Customer’s account panel or delivered electronically.

6.4. Payment due dates are specified on the invoice. In the event of failure to pay on time, we reserve the right, without liability, to: (i) suspend access to the Services, including blocking login credentials, until all outstanding amounts are paid; and (ii) charge statutory interest or the maximum interest permitted by applicable law.

6.5. The Customer is responsible for maintaining accurate and up-to-date billing and contact information. Codenica shall not be liable for any consequences resulting from incorrect or outdated information provided by the Customer.

6.6. We reserve the right to change Service pricing with reasonable prior notice. Price changes do not apply to already paid subscription periods and take effect from the next billing period, unless the Customer chooses to discontinue use of the Services before the changes become effective.

6.7. All fees are stated as net amounts and do not include taxes, duties, or other public charges, including VAT, withholding taxes, or similar levies, unless expressly stated otherwise. The Customer is solely responsible for the proper calculation and payment of all applicable taxes in accordance with applicable law.

7.1. Except where required by mandatory provisions of applicable law, we do not offer refunds, credits, or compensation for unused Service time prior to the end of the Subscription Period, regardless of the billing cycle.

7.2. Billing rules are applied uniformly to all Customers and are intended to ensure fair and efficient management of the Services’ infrastructure and resources.

7.3. Types of subscriptions:

a) Trial accounts provide access to Service functionality for a limited time free of charge, allowing Customers to evaluate the system. No payment details are required during the trial period.
b) Eligibility for a trial account is limited to new Customers only. Trial Services are provided “as is”, without any warranties.
c) We are not liable for any claims, losses, or damages arising from the use of Trial Services.
d) The trial period is determined at our sole discretion and may be terminated at any time without prior notice. Upon expiration of the trial period, access to the Services will end unless the Customer purchases a subscription. Trial data may be deleted after expiration.

7.4. Free Services:

a) Services provided free of charge are subject to these Terms of Use, however they may have limited functionality, availability, or support and may be modified or discontinued at any time without liability on our part.

7.5. Paid Services:

a) After the trial period ends, continued use of the Services requires an active subscription and timely payment of fees in accordance with the applicable pricing. All fees are non-refundable.
b) The Agreement is concluded for a fixed term corresponding to the selected Subscription Period and renews automatically for subsequent periods unless the Customer closes the Account before the end of the current billing period.
c) Closing the Account during an active Subscription Period results in loss of access to the Services without entitlement to a refund for any unused time.
d) Paid Services may be suspended or terminated by the Customer or by us, in particular in cases of breach of the Agreement, non-payment, or unlawful use of the Services. Such termination does not give rise to any right to compensation or refund.

8.1. During the term of the Agreement, we will use commercially reasonable efforts to ensure that the Services are available and operate in accordance with their intended purpose and the current documentation. Any technical support provided, if applicable, is delivered professionally by qualified personnel. If any Service is found to infringe the rights of third parties, we reserve the right, at our discretion, to secure the continued right to use the Service, modify the Service to eliminate the infringement, or terminate the affected Service or the Agreement, depending on the circumstances.

8.2. Except as expressly stated in this Agreement, the Services and all content made available through our Websites are provided “as is” and “as available”. We make no warranties of any kind, whether express or implied, including, without limitation, warranties of uninterrupted operation, error-free performance, complete security, or fitness for a particular purpose. Use of the Services may involve data transmission over networks outside of our control, and we are not responsible for any loss, alteration, or interception of data occurring under such circumstances.

8.3. We are not responsible for issues arising from modifications to the Services made by the Customer or third parties, use of the Services in violation of the Agreement, acts or omissions of external service providers, internet network limitations, infrastructure failures beyond our control, or other external factors. This also applies to damages resulting from the suspension or termination of Account access in accordance with the Agreement.

8.4. Scheduled maintenance, system updates, or unforeseen technical events may temporarily affect the availability of the Services. Such interruptions do not constitute a breach of the Agreement and do not give rise to our liability, provided that such actions are undertaken within a reasonable scope.

8.5. To the maximum extent permitted by applicable law, if the Services are found not to comply with the provisions of this Agreement, our sole obligation shall be to take reasonable corrective actions within an appropriate timeframe. This constitutes the Customer’s exclusive remedy for any failure or improper performance of the Services.

9.1. To the maximum extent permitted by applicable law, we shall not be liable for any indirect, consequential, special, or incidental damages arising out of or related to this Agreement or the use of the Services, including, without limitation, loss of profits, revenue, data, business interruption, loss of reputation, or business decisions made based on information obtained through the Services, even if we were advised of the possibility of such damages.

9.2. Our total aggregate liability for any direct damages, regardless of the legal basis of the claim, shall not exceed the total amount actually paid by the Customer for the Services during the twelve (12) months preceding the event giving rise to the claim. This limitation does not affect the Customer’s obligation to pay any fees due under the Agreement.

9.3. We are not liable for the consequences of using the Services in conjunction with external services, third-party components, integrations, artificial intelligence-based solutions, or for data generated, processed, or interpreted by such systems. Responsibility for verifying outputs and their use rests solely with the Customer.

This Agreement is governed by the laws of Poland. Any disputes arising out of or related to the Agreement or the use of the Services shall be resolved by the competent common courts in Poland, unless mandatory provisions of law provide otherwise.

Codenica shall not be liable for any failure or delay in the performance of the Agreement caused by events beyond its reasonable control, including, without limitation, infrastructure failures, actions of public authorities, natural disasters, armed conflicts, or interruptions in energy or network services.

If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall bind the Parties to the fullest extent permitted by law.