Updated October 31, 2023
Introduction.
These are the Terms and Conditions of Service (the “Terms”) for the website located at https://www.acodei.com (the “Site”), including its sub-domains and its mobile optimized versions, along with any products and services offered thereby. These Terms shall supplement our Privacy Policy (the “Policy”) and our Data Processing Addendum (the “DPA”), incorporated herein by reference https://www.acodei.com/privacy and https://www.acodei.com/dpa.
The Site and appertaining products and services are provided by Acodei Software, LLC (“Acodei”). The terms ‘us’, ‘its’, ‘ours’ and/or ‘we’, as used herein, refer to us, Acodei and/or our affiliates, assignees, successors and/or brands. As used herein, the terms ‘you’, ‘your’, and/or ‘yourself’ refer to you, a user/visitor/browser of our Site, whether registered under an account or not.
Services.
Acodei offers solutions and business accounting software development to small and medium businesses (collectively, the “Service(s)”). You can choose from our products or develop with us your own, customized to your specific requirements (the “Products”). We are ready to help you to effectively manage your business online, as the result you can focus on issues that are more important.
Acceptance.
If you continue to browse and use Acodei, you hereby acknowledge and agree to be bound by and under these Terms which, together with our Privacy Policy, and Data Processing Addendum will govern Acodei’s relationship with you in relation to the Site, along with any products and services offered thereby.
Updates.
Acodei reserves the right to modify, amend, suspend, terminate, upgrade, update or otherwise modify these Terms, the Site, the Products and the Services, at any time and without notice. Any changes will be displayed in the Site, and we may notify you by email. Please refer to the last effective date where changes were last undertaken by us. Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.
Support Services.
If you have any questions or complaints regarding the Site, the Products or the Services, please contact us as indicated in our contact web page. We may offer live-chat services where you will be able to chat with one of our customer agents in order to express your queries. Of course, you can also email us. We will undertake our commercially reasonable efforts in order to respond as quickly as possible. You must provide us full details of your service query so that we can clearly identify your issue of concern.
Payments.
You must provide us valid and current billing information. Except when required by law , all purchases are final and non-refundable. If we detect any chargeback or if any payment is not received by us for any reason from your card or account, you will promptly pay us any and all amounts due to us upon notice. Any failure or inability by us to process any payment hereunder does not relieve you from your payment obligations.
You hereby authorize us to charge your credit card or payment processing account. In connection thereto, we will submit period charges without further authorization from you, and such authorization shall remain effective until the subscription is canceled by you.
We use a worldwide accepted third-party payment processor to bill you through a payment account linked to your account. The processing of payments will be subject to the fees, terms, conditions and privacy policies of such payment processors. Acodei is not responsible for any and all errors, fees and currency conversion fees by the payment processor, and you should review its terms and policies from time to time, which will govern the provision of services to you.
Price Adjustments and Billing Plans.
Acodei reserves the right to change the pricing for the Products and Services offered through the Site at any time, and from time to time, without prior notice. Any such price changes will be communicated to you in advance through the Site, by email, or other forms of communication, as appropriate.
Acodei may offer various billing plans for the Products and Services. Each billing plan may come with different pricing, features, and terms of service. By selecting a billing plan, you agree to the pricing, features, and terms of service associated with that plan.
Legacy Billing Plans: Acodei may, at its sole discretion, offer legacy billing plans that allow existing users to continue under an older pricing structure even after new pricing has been introduced. Users on legacy billing plans will continue to be subject to the terms that were in effect at the time they enrolled in the plan, unless otherwise communicated by Acodei. Acodei also reserves the right, at its sole discretion, to transition users from legacy billing plans to current or new billing plans. Such transitions will be communicated to the affected users in advance.
Account Registration and Security.
In order to use our Products or Services, you may need to create an account, including all mandatory fields on the registration form. You must provide accurate and complete information. You agree to keep secret the password chosen upon creating your account and not to communicate it to anybody. If you lose or disclose it, you must promptly inform us.
You are solely responsible for the activity that occurs on your account and for keeping your password secure and confidential, and must notify us immediately of any breach of security or unauthorized use of your account.
Account Suspension, Termination.
Acodei encourages you to report violations of our Terms. Users undertaking conducts that may constitute a factual –or even alleged– breach of these Terms, including but not limiting, using automated mechanisms to make fraudulent communications, may become subject to immediate account suspension / termination, at our sole and final discretion, without notice and without responsibility.
We reserve the right, at our sole and final discretion, to deactivate, freeze, suspend or terminate any account upon any factual or alleged breach of these Terms. You must notify us immediately of any change in your eligibility to use Acodei, or if you suspect a breach of security or unauthorized use of your account.
Suspension or rejection of your account by one of our integrated partners (Intuit QuickBooks, Stripe, etc.) due to Terms of Service violations or other relevant reasons will result in suspension or termination from our platform.
You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to the Products or our Services.
Service Eligibility.
Acodei encourages parents, legal guardians and responsible adults to be actively involved in the safe use of the Internet by children and minors. Acodei does not knowingly provide its Products or Services to persons under the age of eighteen (18). If you are under such age, you may only use them under the direct supervision of your parent or legal guardian. Acodei does not knowingly collect any kind of information from any person under the age of eighteen (18), and will delete any related information thereto.
Prohibited Activities.
As our user, you agree to not undertake, motivate, or facilitate the use or access of the Site, the Products or the Services in order to:
- Infringe these Terms, or allow, encourage or facilitate others to do so.
- Plagiarize and/or infringe the intellectual property rights or privacy rights of any third party, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
- Distribute, post or otherwise make available any content that: (i) infringes or endangers the intellectual property rights of any person (e.g. trademark, moral rights, trade secret, copyright, ancillary rights or other); (ii) enables any act that could promote or cause discrimination, racism, harm, libel, hatred or violence against any individual or group; (iii) endangers children and underage persons; (iv) is or allows illegal or fraudulent activities to take place; (v) is or may constitute a criminal or capital offense or otherwise infringes any applicable law; and/or (vi) is or can be considered to be obscene, sexually explicit material, pornographic, threatening/defamatory, plagiarized, firearms, tobacco, alcohol, marijuana, gambling, binary options, Forex, pornographic or analogous material.
- Collect, receive, transfer or disseminate any personally identifiable information of any person without due consent from the title holder.
- Use any automated or manual process to obtain, copy, process, access and/or use our Site, Products or Services or any part therefrom to capture unauthorized data or content, for any purpose.
- Enable, undertake, program or execute any type of system, computer program or technique in order to data-mine, retrieve, scrape, index or otherwise extract unauthorized information from Acodei or any portion or data feeds therefrom. For purposes of clarification, such actions will include the use of persons, site search/retrieval applications, software ‘robots’ and ‘spiders’ and any analogous data gathering and extraction tools, regardless of the type and amount of information intended for extraction.
- Use the Site, Products or Services to disseminate any type of computer viruses, worms, defects, trojan horses or other items of a destructive nature.
- Undertake any action that will or may cause an unreasonable load on Acodei’s and/or its partners’ and affiliates’ technology or infrastructure, or otherwise make excessive traffic demands from Acodei.
- Intercept or monitor activity via our Site, Products or Services without our express authorization.
- Otherwise reverse engineer, decompile or extract the proprietary code of the Site, Products or Services.
Ownership.
The trademarks, copyright, service marks, trade names and other intellectual property rights and proprietary notices displayed on the Site, the Products or the Services are the property of –or otherwise are licensed to– Acodei or its licensors or affiliates, whether acknowledged (or not), and which are protected under intellectual and proprietary rights in the United States of America and other jurisdictions throughout the world. Respective title holders may or may not be affiliated with us or our affiliates, partners and advertisers. No section hereof shall be construed as intent to grant to you any right transfer or interest in Acodei, the Site, the Products or the Services, in whole or in part.
For ease of understanding, ‘intellectual property rights’ shall mean any and all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of the United States of America and other applicable jurisdictions.
You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in the Site, the Products or the Services may cause us, our affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.
Licenses for Acodei.
Limited License. Acodei grants you a limited, non-exclusive, revocable and non-transferable license to utilize and access any purchased Products or Services. You are prohibited from duplicating, re-engineering, reverse engineering, modifying or otherwise using our Products or Services, in whole or in part. Acodei does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information; and you shall have no right, either directly or indirectly, to own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, modify, adapt, improve or create any new or derivative works from, or display, distribute, perform or in any way exploit any downloaded software and computer applications, in whole or in part.
User Generated Content License. You hereby grant Acodei an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories through the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any content you may upload, disseminate, deliver, create or transfer any post, original audio file, message, chat, files uploaded, data inputted, e-mails sent, or otherwise any content delivered to Acodei via the Site, the Products or Services. You represent and warrant to Acodei that you have all rights, authorizations or otherwise hold sufficient title for any and all content submitted to Acodei as set forth herein.
Feedback License. You hereby grant to Acodei, an unlimited, non-exclusive, assignable, transferable, sublicensable, irrevocable, royalty free, perpetual and for all the countries and territories in the world, right and license to use, exploit any feedback, suggestion, enhancement, request, recommendation, correction or comment provided by you to us.
Representations and Warranties.
You hereby represent, warrant and covenant that: (i) your use of our Site, Products and Services, and all your uploaded and used data shall be at all times compliant with these Terms and all local, state, federal and international laws and regulations applicable to you and your organization; and (ii) you have obtained all necessary rights, releases and permissions to provide any data to Acodei and its affiliates, licensors and agents and to grant the rights granted to Acodei in these Terms, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies.
Term, Termination.
The term hereof shall begin on the date that comes first among: (i) first access to the Site; (ii) your first access or execution of any Products or Services; or (iii) Acodei begins providing its Services to you.
The term hereof will automatically end on the earlier date of either your: (i) account deactivation, suspension, freezing or deletion of any Products or Services; (ii) access termination or access revocation for our Services, Products; (iii) Acodei’s termination of these Terms, at its sole and final discretion; (iv) the termination date indicated by Acodei to you from time to time; or (v) Acodei’s decision to make the Site, the Products or the Services no longer available for use, at its sole and final discretion.
Termination by you Without Cause.
You may terminate your subscription at any time by permanently making inaccessible any downloaded software and computer applications for which you have access.
Termination for cause by Acodei.
These Terms, along with any and all licenses granted hereof may or will automatically terminate if you breach any of the terms and conditions contained herein. Upon termination for breach, your rights to use our Site, Products or Services and any information provided or generated thereby shall cease and you shall not be entitled to any compensation, credit, remedy or refund of any nature.
Third Party Links.
The Site, the Products and the Services may contain hyperlinks to other websites. These links are for your personal convenience and to provide you with further information which may be of interest to you. The provision of such links does not imply any endorsement of such third party websites, products or services.
From time to time, we may place ads and promotions from third party sources in the Site, the Products and/or the Services. Accordingly, your participation or undertakings in promotions of third parties other than Acodei, and any terms, conditions, warranties or representations associated with such undertakings, are solely between you and such third party. Acodei is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third party advertisers.
User Privacy.
By disclosing any data and personally identifying information to us, you agree to our Policy, including the collection, process, storage and disclosure of such personally identifiable information, including to our affiliates, partners and clients. We will ask for your express consent, including for inclusion into our newsletters, updates, and follow ups. For more information, please read our Privacy Policy.
Additionally, please refer to the DPA for more information.
California Privacy Rights.
We do not sell your personal information. We are providing this notice as required by the California Consumer Privacy Act. In order to provide services to you, we may process information about you, including personal information. California residents may request a list of certain third parties to which we have disclosed personally identifiable information about you. You may make one request per calendar year. In your request, please attest to the fact that you are a California resident and provide a current California address for your response. You may request this information in writing by contacting us at support@acodei.com. Please allow up to thirty (30) days for a response.
Digital Millennium Copyright Act (‘DMCA’) Notice.
For DMCA Takedown Notices and alleged intellectual property rights infringement within Acodei, you can get in touch with us as indicated in our contact section. Under federal United States law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorney’s fees.
You must notify us of your claim with subject: “Takedown Request”. Once received, Acodei will study and consider your claim and, if it believes or has reason to believe any content on Acodei that infringes on another’s copyright, Acodei may delete it, disable or otherwise stop displaying it. Please note that this procedure is exclusively for notifying Acodei and its affiliates that your copyrighted material has been infringed.
Your DMCA notification claim must be in writing and must at least contain the following information: (i) your signature and identification, or the ones the person authorized to act on behalf of you or the title holder; (ii) a clear and concise description of the content of which its copyright has allegedly been infringed; (iii) contact information (e.g. address and email); and (iv) a statement, under penalty of perjury, indicating that you have a good faith belief that the information provided in your claim is true and accurate.
No Warranty.
Neither Acodei, nor its affiliates, subsidiaries, officers, employees and agents warranty that the Site, the Products or the Services will be error-free, uninterrupted, secure, or produce any particular results. No advice or information given by Acodei or its employees, affiliates, contractors and/or agents shall create a guarantee. The Site, the Products and the Services have not been completely tested in all situations or devices, and they may or will contain operational malfunctions, errors, viruses, bugs, worms, trojan horses, bots and other harmful and destructive components or defects.
To the fullest extent permissible under applicable law, the Site, the Products and the Services are provided to you “as is”, with “all faults” and “as available”, without warranty of any kind, without performance assurances or guarantees of any kind, and your use is at your sole risk. No oral or written advice provided by Acodei, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representative, shall create any implied warranty, nor will they be responsible for any actions or omissions of yours regarding the use of the Products and Services, such as incorrect input, format or backup of data and metadata, lost data or corrupted data.
The entire risk of satisfactory quality and performance resides with you. Acodei, and its affiliates, clients, agents, officers, licensors and/or distributors, do not make, and hereby disclaim, any and all express, implied or statutory warranties, either by statute, common law, custom, usage of trade, course of dealing or otherwise, however arising, including implied warranties of description, quality, fitness for a particular purpose, operation, integration, adequacy, suitability, title, non-infringement, non-interference with use and/or enjoyment.
Disclaimer of Damages.
In no event shall Acodei, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized third party, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use or malfunction of the Site, the Products or the Services, including but not limited to, loss of revenue, profits, business, loss of use or lack of availability of computer resources; whatsoever arising out of or related thereto, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not Acodei, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages.
Limitation of Liability;
In no event shall Acodei’s, or its affiliates’, clients’, licensors’ and/or distributors’ liability for all damages (except as required by applicable law) exceed the amount of USD$50.00 (Fifty United States Dollars); and henceforth any award for direct, provable damages shall not to exceed such total amount.
These Terms provide you specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction. Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. For purposes of this limitation of liability, Acodei’s affiliates, licensors and distributors are third party beneficiaries to the limitations of liability specified herein and they may enforce these Terms against you.
Indemnification.
You hereby agree and acknowledge to indemnify, hold harmless, and defend Acodei, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “Acodei’s Indemnitees”) from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such Acodei’s Indemnitees arising out of or relating to: (i) any breach of any warranties, representations and/or covenants made by you hereunder (to the extent not arising substantially from any breach hereof by Acodei); and/or (ii) any third party claim arising out of or in relation to the Site, the Products or the Services or use thereof in combination with your business platform, including without limitation, any claim that the Site, the Products or the Services violate, infringe, or misappropriate any proprietary or intellectual property right of any third party, including without limitation, any privacy right of any person.
Events outside of Acodei’s Control.
In no event shall Acodei be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, force majeure, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that Acodei shall use reasonable commercial efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.
Governing Language.
From time to time, our Terms may be translated into other languages for your convenience. The English language version of each of these documents shall be the version that prevails and governs your use of our Products, Site or Services. Upon the case of any conflict between the English language version and any translated version, the English language version will prevail.
Generals
- Assignment. These Terms will inure to the benefit of any successors of the parties.
- Content Moderation. Acodei hereby reserves the right, at its sole and final discretion, to review any and all content delivered to Acodei, and use moderators and/or any monitoring technology to flag and remove any user generated content or other content deemed inappropriate.
- Entire Agreement. These Terms set forth the entire agreement between the parties hereof and may not be altered or amended except in writing signed by each both parties.
- Equitable remedies: You hereby acknowledge and agree that if these Terms are not specifically enforced, Acodei will be irreparably damaged, and therefore you agree that Acodei shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.
- Export Controls. You will comply with all applicable export laws and restrictions and regulations of the US Department of Commerce or other United States or foreign agency or authority, and you will not use the Services to export, or allow any export or re-export services in violation of any such restrictions, laws or regulations. You represent and warrant to Acodei that you are not a prohibited party or located in, under the control of, or a national or resident of any restricted country, and that you will otherwise comply with all applicable export control laws. If you reside outside the United States, then in addition to complying with the foregoing, you will comply with any relevant export control laws in your local jurisdiction.
- Newsletters. The Site may allow you to subscribe to our newsletter service, which may be provided by us or through an authorized third party. Through our newsletters, you may receive information according to your subscriber preferences. As our subscriber, you will receive a conspicuous communication indicating any subscription and you will be able to select the amount and type of emails received by you. If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our communications.
- No Waiver. Failure by Acodei to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.
- No Relationship. You and Acodei are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.
- Notices. All notices and other communications given or made pursuant to these Terms must be in writing and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications must be sent to the respective parties to such address, facsimile number or electronic mail address as subsequently indicated by each party. Each party agrees to receive electronic documents and to accept electronic signatures, which shall thereto be considered valid substitutes for hardcopy documents and hand inked signatures.
- Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms will remain in full force and effect.
- Taxes. You are responsible for complying with all tax obligations associated with your account. It is important that you keep complete and accurate contact details in order for us to remit invoices, especially payment processing account details.
- No Waiver. Failure by Acodei to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.
Applicable Law, Waiver, Dispute Resolution
- Waiver of Class Actions, Non-Individualized Relief. You acknowledge and accept that claims brought against Acodei shall be only on an individual basis and not as a plaintiff or class member in any possible future class or representative action or similar proceeding. Unless otherwise agreed by you and Acodei, you may not adjoin or consolidate any claim with more than one person’s; and you may not otherwise supervise or take over any form of a class, representative or consolidated proceeding.
- Waiver of Jury Trial. The parties herein waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes be resolved by a competent judge.
- Applicable Law. Your use of this Site and any cause of action, claim and/or dispute that might arise between the parties hereon, shall be subject to the laws of the state Delaware in the United States of America, without regard to conflict of law principles.
- Arbitration Procedure. In the event of any dispute or difference between the parties in relation to or arising from these Terms, including but not limited to the formation, performance, interpretation, nullification, termination or invalidation thereof, the matter shall be referred to arbitration procedure.
- Any arbitration shall be managed by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Mediation Procedures. The arbitration shall be conducted in the English language in the city and state where Acodei LLC operates in the United States of America, in accordance with the provisions set forth in the Rules of the AAA. The arbitral tribunal shall comprise of one (1) arbitrator, appointed by the AAA, who shall preside the arbitral tribunal. The arbitrator’s decision will follow these Terms and will be final and binding.
- The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
- The arbitration must be concluded, and an award issued, no later than one hundred and twenty (120 days) following the filing of the demand for arbitration, unless all parties to the arbitration proceeding agree in writing to an extension.
- If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney’s fees, costs, and disbursements in doing so. The unsuccessful party in any dispute arising from or relating to these Terms will be responsible for the reimbursement of the successful party’s reasonable attorney’s fees, court costs, and disbursements.
- If you bring a dispute in a manner other than in accordance with this section, you will be responsible for the reimbursement of the successful party’s reasonable attorney’s fees, court costs, and disbursements.
Contact
If you have any questions or queries about us, the Site, the Products, our Services or these Terms, please contact us through our website, https://www.acodei.com/contact.