CodeStream, Inc. Terms of Service

Last updated January 2, 2019

These Terms of Service (Terms) contain important information regarding your rights, obligations and restrictions in connection with your use of our website at(Website) and/or use our applications, plugins and services (collectively, Services). As used in these Terms, the terms “we”, “us”, “our” and the like refer to CodeStream, Inc., a Delaware corporation, and the terms “you”, “user”, “subscriber”, “your” and the like refer to you, the end-user of our Website and Services. These Terms apply to all of our applications and services used by you whether your use is on a computer, mobile device, tablet or other platform.

THESE TERMS ARE A BINDING AGREEMENT BETWEEN YOU AND CODESTREAM, INC. BY ACCESSING, VISITING OR USING THE WEBSITE YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU REGISTER AN ACCOUNT WITH US. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE OUR WEBSITE OR SERVICES.

This tells you that if you decide to use CodeStream, you accept the terms outlined here. And we means CodeStream, you means you, and this is the deal.

Our Services

Our core service, CodeStream, puts team chat into your IDE or editor to make it easy to talk about code where you code.

We may from time to time add, change or discontinue any functions, features, products or services that comprise our Services. We reserve the right to do so at any time, in our sole discretion. Some changes in Services will also be accompanied to changes to these Terms. In addition, some services we may offer may be subject to additional terms and conditions that we may publish from time to time. Your use of any such services is subject to those additional terms and conditions, which are incorporated by reference into these Terms.

To begin using CodeStream, simply install the plugin in your IDE and sign up with your email address.

Content

We take commercially reasonable steps to protect the confidentiality of the information you submit (collectively “Content”) using CodeStream. You are responsible for your compliance with these Terms, and are responsible for the accuracy and legality of your Content and the methods by which you have acquired your Content. You agree to use commercially reasonable efforts to prevent the unauthorized use of our Services and notify us immediately when any such unauthorized use has occurred.

All Content, which is posted through our Services, is solely the responsibility of the person who posted it. We take no responsibility for any errors or omissions in such Content. We cannot and do not guarantee the identity of Users with whom you interact when using our Services. We further do not guarantee the authenticity of any profile or other information that Users may provide about themselves or any relationships that they purport to have. Any Content that violates these Terms may be removed by us, or by you at our request.

Account Security

You are responsible for safeguarding the password that you use when you use our Services and for any actions that occur under your password, regardless of whether your password is with CodeStream or a third-party service. You should use “strong” passwords that combine upper and lower case letters, numbers and symbols. You agree not to disclose your password to any third party. We are not liable for any loss or damage incurred as a result of your failure to comply with these requirements. Please notify us immediately if you believe there has been a breach of security or unauthorized use of your account.

Your Use

CodeStream is not intended to be used by children. If you are under the age of 13, you may not use the Service. You understand that you take full responsibility for any unauthorized use of our Services by minors in connection with your account or your User’s accounts.

You further represent that you will not:

Payment

The CodeStream Pricing page spells out the prices we charge and terms applicable to the CodeStream service. All prices are exclusive of taxes (VAT or otherwise), which may or may not be added to the price, depending on applicable law and the legal residence of the Customer.

CodeStream reserves the right to adjust the prices, functionality and terms for the Service from time to time. Adjusted prices and terms will be posted in the Pricing page and shall take effect upon any billing term.

Payment shall be made automatically by charges assessed against the Customer’s credit card or by other designated payment method as agreed between the Customer and CodeStream, or as otherwise instructed by CodeStream from time to time.

We use a payment processing service who is responsible for the accurate processing of credit card charges. CodeStream shall not be liable for errors originating with our payment processing service. CodeStream will refund customers for incorrect charges when brought to our attention with proper documentation.

In case of non-payment for any reason or any violation of these Terms and Conditions, CodeStream reserves the right - without liability - to immediately cancel Customer's access to the Service. Customer agrees and acknowledges that CodeStream can cancel its account 30 days after the start of delinquency, including the deletion of all Customer data.

Third Party Websites and Providers

Our Services may contain links to other websites or resources on the Internet, and other websites or resources may contain links to our Website. When you access third party websites, you do so at your own risk. We are not responsible for and do not endorse any such third-party content or services. These other websites are not under our control. You acknowledge that we are not liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources.

Privacy Policy

Your use of the Website and Services is subject to our Privacy Policy, which is incorporated by reference into these Terms. To view CodeStream Privacy Policy, please visit https://codestream.com/privacy

Intellectual Property Rights

All content available on our Website and Services, including site design, text, graphics, interfaces and the selection of arrangements thereof is copyrighted by CodeStream, Inc., with all rights reserved, or is the property of CodeStream, Inc. or third parties, protected by intellectual property rights. We grant you a non-exclusive, non-transferable, limited and revocable right to access and use the Services in accordance with these Terms. You acknowledge that you do not acquire any ownership rights by your permitted use of the Website, its content or any Services. Unless you have our express written consent (or consent from the owner of any Content, as applicable), without limitation, you may not:

You may not interfere or attempt to interfere with the operation of the Website or Services in any way through any means, software, routine or device including, but not limited to, spamming, hacking, uploading computer viruses, or the means expressly prohibited by any provision of these terms and conditions of use. You may not deep-link to this Website for any purpose or access this Website with any robot, spider, web crawler, extraction software, or any other automated process or device to scrape, copy, or monitor any portion of this Website or any information, content, or material on this Website. You may not link or frame to any pages of this Website or any content contained therein, whether in whole or in part. We reserve all statutory and common law rights against any person or entity who violates this paragraph.

Digital Millenium Copyright Act

The Digital Millennium Copyright Act of 1998 (the “DMCA”) protects copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If you believe in good faith that Content transmitted via CodeStream infringes your copyright, you or your agent may send us a notice requesting that we remove the Content or block access to it. Please provide the following information: (i) an electronic or physical signature of the owner (or person authorized to act on behalf of the owner) of the copyrighted work; (ii) a description of the copyrighted work that is claimed to have been infringed upon; (iii) information reasonably sufficient to permit us to locate the copyrighted work; (iv) your address, telephone number, and e-mail address; (v) a statement by you of your good-faith belief that the use in question is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner of the copyright or authorized to act on the copyright owner’s behalf. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA allows you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements implemented by the DMCA. Notices and counter-notices may be sent to our registered copyright agent at the following postal address or email address:

119 W 24th St.
4th Floor
New York, NY 10011

support@codestream.com

You should consult your legal advisor before filing a notice or counter-notice. We have the right to transmit the notification to the User who has transmitted or received the allegedly infringing material, and to transmit any counter-notification to the complaining party. We may at our sole discretion suspend, terminate or disconnect any User’s access to and use of the Software and/or the Services if we suspect that such User has engaged in more than one instance of copyright infringement.

Disclaimer of Warranties

THE WEBSITE AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER THESE TERMS NOR ANY OTHER DOCUMENT INCORPORATED BY REFERENCE HEREIN NOR ANY DOCUMENTATION FURNISHED UNDER ANY OF THEM ARE INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT THE WEBSITE OR ANY SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, THAT THE QUALITY OF ANY SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS; AND THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR OUR SERVICES OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Limitation of Liability

IN NO EVENT SHALL ANY CODESTREAM INDEMNITEE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES, EXPECTATION DAMAGES, PUNITIVE DAMAGES, LOST PROFITS, OR OTHER SIMILAR DAMAGES) RESULTING OUT OF, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE, THE SERVICES OR ANY TRANSACTION CONDUCTED WITH ANY MERCHANT, OR ANY UNAUTHORIZED ACCESS BY A THIRD PARTY OF YOUR PERSONAL INFORMATION, WHETHER SUCH CLAIMS MAY BE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IF WE ARE FOUND TO BE LIABLE TO YOU FOR LOSSES ARISING OUT OF YOUR TRANSACTIONS WITH A MERCHANT, OR OTHERWISE, YOU AGREE THAT OUR AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO $50.00 IN TOTAL, REGARDLESS OF THE NUMBER OF TRANSACTIONS, OCCURRENCES OR CLAIMS. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY BRING ARISING OUT OF OR RELATING TO THE WEBSITE OR THE SERVICES MUST BE COMMENCED NOT LATER THAN SIX (6) MONTHS FROM THE DATE THAT SUCH CAUSE OF ACTION AROSE, AND THE FAILURE TO COMMENCE AN ACTION WITHIN SUCH PERIOD WILL MEAN THAT THE ACTION SHALL BE PERMANENTLY BARRED. YOU AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL CONDITION TO THE AGREEMENT BETWEEN CODESTREAM, INC. AND YOU, WITHOUT WHICH WE WOULD NOT HAVE AGREED TO ALLOW YOU TO ACCESS OUR WEBSITE OR USE OUR SERVICES.

To the extent that jurisdiction applicable to you does not permit the disclaimer of warranties, exclusion of damages and other limitations in this paragraph, and the foregoing disclaimers, exclusions and limitations may not apply to you to such extent.

Indemnity

You agree to indemnify, defend, and hold harmless CodeStream, Inc., its partners, parents, subsidiaries, agents, affiliates and/or licensors, and their respective officers, directors, shareholders, employees and agents (CodeStream Indemnitees) from any claim, demand, damage or liability (including all reasonable attorneys' fees incurred therewith), including those arising from any third party claim, relating to or arising out of: (a) your use of the Services; (b) any alleged violation of these Terms or any other document incorporated by reference herein, including any fraud, abuse of the Services or any transactions that we determine not to be made on a bona-fide basis; (c) any alleged violation of any rights of others arising from or related to the Service (including without limitation, any claim breach of confidentiality, privacy violation, false or deceptive advertising or sales practices); (d) any unlawful act, intentional misconduct or negligence by you. We shall have the right to control the defense of any third party claim against us that is subject to indemnification under these Terms.

Modification of these Terms

We may modify these Terms from time to time in our sole discretion and without prior notice to you. Any modification of these Terms will be posted on the Website. The modified Terms will become effective upon such posting. Your continued use of the Website and Services after posting of the amended Terms indicates your acceptance of and agreement to be bound by the amended Terms. If you do not agree to a modification, you should stop using the Services immediately.

Governing Law and Arbitration

These Terms and the relationship between you and CodeStream, Inc. are governed by the laws of the State of New York without regard to its conflict of law provisions.

WE WILL MAKE EVERY REASONABLE EFFORT TO RESOLVE ANY DISAGREEMENTS THAT YOU HAVE WITH US. IF THOSE EFFORTS FAIL, AS A CONDITION TO USING THE WEBSITE AND THE SERVICES, YOU AGREE THAT ANY CLAIM, DISPUTE, OR CONTROVERSY YOU MAY HAVE AGAINST THE INDEMNIFIED PARTIES (AS DEFINED ABOVE), AND ANY CAUSE OF ACTION THAT YOU MAY BRING IN CONNECTION WITH SUCH CLAIM, DISPUTE OR CONTROVERSY, ARISING OUT OF, RELATING TO, OR CONNECTED IN ANY WAY WITH THESE TERMS, THE WEBSITE OR THE SERVICES, SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") AND CONDUCTED BEFORE A SINGLE ARBITRATOR PURSUANT TO THE APPLICABLE RULES AND PROCEDURES ESTABLISHED BY AAA ("RULES AND PROCEDURES"). YOU AGREE FURTHER THAT: (A) THE ARBITRATION SHALL BE HELD AT A LOCATION DETERMINED BY AAA PURSUANT TO THE RULES AND PROCEDURES (PROVIDED THAT SUCH LOCATION IS REASONABLY CONVENIENT FOR YOU), OR AT SUCH OTHER LOCATION AS MAY BE MUTUALLY AGREED UPON BY YOU AND CODESTREAM, INC.; (B) THE ARBITRATOR SHALL APPLY NEW YORK LAW CONSISTENT WITH THE FEDERAL ARBITRATION ACT AND APPLICABLE STATUTES OF LIMITATIONS, AND SHALL HONOR CLAIMS OF PRIVILEGE RECOGNIZED AT LAW; (C) THERE SHALL BE NO AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS; ARBITRATION CAN DECIDE ONLY YOUR AND/OR OUR INDIVIDUAL CLAIMS; AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED; (D) IN THE EVENT THAT YOU ARE ABLE TO DEMONSTRATE THAT THE COSTS OF ARBITRATION WILL BE PROHIBITIVE AS COMPARED TO THE COSTS OF LITIGATION, WE WILL AGREE TO PAY AS MUCH OF YOUR FILING AND HEARING FEES IN CONNECTION WITH THE ARBITRATION AS THE ARBITRATOR DEEMS NECESSARY TO PREVENT THE ARBITRATION FROM BEING COST-PROHIBITIVE; AND (E) WITH THE EXCEPTION OF SUBPART (C) ABOVE, IF ANY PART OF THIS ARBITRATION PROVISION IS DEEMED TO BE INVALID, UNENFORCEABLE OR ILLEGAL, OR OTHERWISE CONFLICTS WITH THE RULES AND PROCEDURES ESTABLISHED BY AAA, THEN THE BALANCE OF THIS ARBITRATION PROVISION SHALL REMAIN IN EFFECT AND SHALL BE CONSTRUED IN ACCORDANCE WITH ITS TERMS AS IF THE INVALID, UNENFORCEABLE, ILLEGAL OR CONFLICTING PROVISION WERE NOT CONTAINED HEREIN. IF, HOWEVER, SUBPART (C) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID, AND NEITHER YOU NOR WE SHALL BE ENTITLED TO ARBITRATE THEIR DISPUTE AND WE SHALL NOT BE OBLIGATED FOR ANY COSTS DESCRIBED IN SUBPART (D).

General

We will not be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). We are not responsible for any use of the Services that is in violation any applicable law, rule or regulation, constitutes fraud or other similar conduct, or is otherwise not a bona-fide good faith use of the Services.

Our failure to exercise or enforce any right or provision of these will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of these Terms remain in full force and effect.

All communications between you and CodeStream, Inc. will be done electronically. By providing us with your email address, you agree to receive communications from us in electronic form and that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be made in writing.

Copyright © 2019 CodeStream, Inc. All Rights Reserved.