Terms and Conditions
Welcome to Codio.
These Terms govern your access to and use of Codio software, products, and/or services (individually or collectively, the “Products”) and any information, content, text, graphics, photos or other materials uploaded, downloaded, purchased, licensed or appearing on or through the Products (collectively referred to as “Content”). These Terms apply to all visitors, users, and others who access and use the Products and/or Content (“Users”). References to “ you “ and “your” shall mean any User, including an individual, company, university, school, institution or legal entity which has an account with Codio and any individual who has been authorised by their company, university, school, institution or legal entity under the terms of that company, university, school, institution or legal entity’’s agreement with Codio to access and use the applicable Products and/or Content.
By accessing or using any of the Products and/or the Content, you agree that you are bound by these Terms.
In the event of any conflict between these Terms and the terms and conditions of any applicable written agreement you have entered into with Codio, the terms and conditions of the written agreement shall prevail.
1. Basic terms and accounts
Your access to and/or use of the Products and/or the Content constitutes your acceptance of these Terms. You are responsible for your use of the Products and/or the Content in accordance with these Terms and with any applicable laws, rules and regulations to which you are subject.
Your account with Codio or your company, university, school, institution or legal entity’s account with Codio gives you access to the relevant Product and/or Content with such services and functionality that we may establish and maintain from time to time and in our sole discretion.
We may maintain different types of accounts for different types of Users including the following. If you are accepting these Terms and using the Products and/or Content on behalf of a company, university, school, institution or legal entity then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. You may use the Products and/or Content only in compliance with these Terms, any applicable agreement entered into by your institution with Codio relating to the Products and/or Content, and all applicable local, state, national, and international laws, rules and regulations.
In cases where you have authorized or registered another individual, including a minor, to use your account(s), you are fully responsible for (i) the online conduct of such User; (ii) controlling the User’s access to and use of the Products and/or Content; (iii) the consequences of any misuse by such User and (iv) ensuring that such User abides by all the Terms as regards that User’s use of the Product and/or the Content as if that User’s access and use of the Product and/or Content is you. Codio requires that the parents, guardian, or other authorized adult of a minor as defined under United States statute affirmatively consent to the use of a Codio Product/Content by such minor. Codio reserves the right to provide access to the minor’s account to the minor’s parents, guardian or other authorized adult, upon such adult’s request. Please see our Section 2 of these Terms.
2. Privacy and use of personal information
By accessing or using the Products and/or the Content, you hereby consent that Codio may (i) use any or all of Your Information in connection or combination with other Codio Products and/or Content and for any reason, including to provide, maintain, protect and improve Products and/or Content and to develop new Products and/or Content and (ii) provide any or all of Your Information to third parties that provide certain functions and other services for Codio or marketing in connection with the Products and/or Content, including without limitation the university, school, or other institution hosting or licensing the Products. We will never share your information with third parties for any purpose other than the marketing of Codio Products and/or Content.
For the avoidance of doubt, personal information that includes Student Data (defined below) provided to Codio through the use of these Products and/or Content is governed by these terms and conditions between Codio and the educational institution relevant to your use of the Products and/or Content.
Where an institution licensing Codio for use by the institution and its student group shares personally identifiable information about a student or group of students (“student data”, defined below), the institution effectively designates Codio a “school official” for the purposes of FERPA. For the avoidance of doubt, student data that could be considered educational records, as defined by FERPA, may be generated by your use of the product. Codio does not require or request that any educational records be provided to Codio by the institution or by any individual user.
As between Codio and you, you own all right, title and interest to all Student Data you provide or otherwise make available to us.
In either instance – an institution or a student sharing personally identifiable information - Codio does not own, control, or license such Student Data, except so as to provide the Products and/or Content as described herein.
“Student Data” is any information (in any format) that is directly related to an identifiable current or former student that is maintained by a school, school district, university, college or other education institution, or by us, as part of the provision of the Products and/or Content. Student Data may include “educational records” as defined by the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232(g).
Codio adheres to the practices and provisions of the current EU Data protection directive 95/46/EC
If you have any questions regarding the privacy and use of Your Information, please contact us at firstname.lastname@example.org, or your educational institution.
3. Content and your rights
You are responsible for Content that you post to the Products, and any consequences thereof. All Content must comply with these Terms and with the laws and regulations of any country and/or state in which such Content is accessible or used. You agree that you will indemnify Codio and its directors, officers and employees for any losses, liabilities or damages that it or they may suffer or incur arising from any Content which you submit, post or display. The Content you submit, post, or display may be viewed by other Users of the Products. You may be able to control the Content that other Users may access through privacy options.
You retain your rights to any Content you submit, post, or display on or through the Products. By submitting, posting or displaying Content on or through the Products, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence (with the right to sublicence) to use, host, store, copy, reproduce, process, adapt, modify, publish, transmit, create derivative works, communicate, display, and/or distribute such Content in any and all media or distribution methods (now known or later developed) as part of providing any of the Products. You agree that this licence includes the right for Codio to provide, promote, and improve the Products and to make Content (typically public Content) submitted to or through the Products available to other institutions or individuals as part of providing the Products (including after termination of your use of the Products) and in accordance with your privacy settings. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
The Codio Product provides the ability to create projects, courses, stacks, starter packs, classes and other data added by you to the Product. Through default settings, such data is publicly available to any User of the Codio Product irrespective of which organization those Users belong to and including individual Users who do not belong to any organization. However, if you do not wish to make this data publicly available you can use any privacy options, where they are available, e.g. using project settings to make a project private, such that your data is either not visible by other Users or is only visible by other Users within one or more organisations of which you are a member.
If you choose to leave your data public, you acknowledge this public availability and consent to other Users being able to access for read-only purposes as well as being able to duplicate or ‘fork’ such data into their own User account. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Products, and we cannot and will not accept any responsibility for any such Content. Any use or reliance on any Content posted via the Products or obtained by you through the Products is at your own risk.
Codio respects the intellectual property rights of others and expects Users of the Products to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Any such Content will be deleted.
You agree that Codio, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Codio Product and/or Content..
Content submitted, posted or displayed via the Products is subject to Codio’s Acceptable Use Policy (Section 5). We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. Our designated copyright agent for notice of alleged copyright infringement appearing on the Products is:
Codio Ltd Attn: General Counsel
51 Queens Road
4. Support & Maintenance
Codio support is offered to all Users of the Codio Products and relates to system or application malfunctions. Codio may choose, but is not obliged, to respond to support requests that ask how to use the software where such information is available in the online documentation. Should support requests be received that relate to Product usage where the appropriate documentation is missing then Codio will undertake to rectify the documentation with 5 working days of notification and provide a suitable response within the support response period.
Codio is not obliged to rectify issues that result from User error or action such as data deletion or modification.
Codio offers support at no cost for all requests received that relate to the fundamental operational availability of the Products. Our response time for such incidents (excluding UK Public Holidays) is 1 hour between the times of 07:00 and 19:00 GMT (Mon-Fri). Codio maintains automated systems that monitor availability and automatically relay any issues directly to Codio system administrators. Such issues are attended to by Codio staff 365 days a year, 7 days a week and 24 hours a day. This level of support does not apply to any system availability that affects individual users.
Codio offers standard end User support at no charge using either email or our integrated chat based help system. Our response times are typically (excluding UK Public Holidays) within 1-2 hours between 8:00 and 17:00 GMT, but no more than 8 business hours provided that the support request is received between 09:00 and 17:30 GMT (Mon-Fri) in the USA, Canada or Europe.
Maintenance & Updates
Codio provides all system maintenance free of charge. Feature and maintenance updates are delivered to the User automatically and may occur at any time. The User may need to reload the Codio application by pressing the refresh button in the browser.
5. Registration obligations and passwords
You may never use another individual User’s account without permission. In consideration of your use of the Products, you agree (a) that Your Information will be true, accurate, current and complete, and (b) to maintain and promptly update Your Information to keep it true, accurate, current and complete. You are responsible for safeguarding any password that you use to access the Products (including passwords used on other Codio products that permit single sign-on to the Products) and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree to (a) notify Codio of any unauthorized use of your password or user identification and any other breach of security, and (b) ensure that you exit from your account at the end of each session.
We may suspend or terminate your accounts or cease providing you with all or part of the Products at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us, (iii) our provision of the Products is no longer commercially viable, (iv) you are in breach of payment terms in relation to your licence fee, (v) the term of your licence has expired, or (vi) you are in breach of any of the applicable policies. In such a termination event, the licence granted hereunder shall automatically terminate. In all such cases, the Terms shall terminate, including, without limitation, your licence to use the Products, except that the following Sections shall continue to apply: 2, 3, 5, 6, 9, 10, and 11.
Further, if you stop using the Products for more than 12 months, your accounts may be deleted. If you wish to delete your Codio Product account(s) in their entirety(ies), you may contact us via email@example.com and specify which Codio account(s) you wish to delete. We will delete your specified accounts within a reasonable time, unless prohibited by law.
Where a user has been a member of an education institution, whether an account owner, teacher or student member; and where the user is no longer a member of that education organization in Codio; and further, where the user holds no separate individual Codio account and where they are not a member of a current license holding organization in Codio: users in these circumstances will have a grace period of 12 months following the termination of their status as a license holder, during which time, they can either a) purchase an individual license to Codio, where they will continue to have access to their projects; or b) download, zip up or otherwise export and copy their project work from Codio and take it elsewhere. During the grace period users will be notified of these options. Following the 12 month grace period, and where users have not acted on either a) or b), user accounts and all related personal data and project work will be deleted.
7. Disclaimers and limitations of liability
Please read this Section carefully since it limits the liability of Codio and its parents, subsidiaries, affiliates, related companies, and each of their respective officers, directors, employees, agents, representatives, partners, shareholders and/or licensors (collectively, the “Codio Entities”). Each of the Subsections below only applies up to the maximum extent permitted under applicable law. Nothing in this Section is intended to limit any rights you may have which may not be lawfully limited.
A. The Products are Available “AS-IS”
Your access to and use of the Products and/or any Content is at your own risk. You understand and agree that the Products and/or Content are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE CODIO ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. No advice or information, whether oral or written, obtained from any of the Codio Entities or through the Products, will create any warranty not expressly made herein.
The Products may contain links to third-party websites or resources. You acknowledge and agree that the Codio Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Codio Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
C. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CODIO ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS AND/OR CONTENT; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON,THROUGH, OR ASSOCIATED WITH THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE PRODUCTS; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE CODIO ENTITIES EXCEED THE AMOUNT YOU PAID CODIO, IF ANY, IN THE PAST SIX MONTHS FOR THE PRODUCTS AND/OR CONTENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE CODIO ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8. General terms
A. Waiver and Severability
The failure of Codio to enforce any right or provision of these Terms will not be deemed a waiver of them.
We may revise these Terms from time-to-time, the most current version will always be at the referenced link. If the revision, in our sole discretion, is material we will notify you through the Products or through the email associated with your profile. By continuing to access or use the Products after those revisions become effective, you agree to be bound by the revised Terms.
These Products are operated and provided by Codio, whose registered office address is::
51 Queens Road, London, United Kingdom, SW19 8NP, UNITED KINGDOM
If you have any questions about these Terms, please email: firstname.lastname@example.org.
Effective: May 22nd, 2017