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 authorized 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
For students in education institutions your access to and/or use of the Products constitutes your consent, or your relevant parental or guardian’s consent to the terms relating to privacy and use of personal information. Your education institution may separately require you to confirm acceptance of privacy and related provisions established by the institution reqarding your use of technology products.
Your account with Codio or your education institution’s 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, along with 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 under 18 years of age as defined under United States statute or under 18 in the EU (and under 16 in the EU effective from May 25th 2018 following the introduction of the General Data Protection Regulation) 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
2.1 Education Institutions and their Students:
Codio recognizes the importance of safeguarding and protecting data relating to education institutions using Codio who in many cases will register their students for Codio accounts (“education institutions”), and to students whose information we may receive from themselves or from their education institution (“students”). As we set out below, education institutions determine how we receive student data contingent on the license arrangement they contract for with Codio. These privacy and use of personal information terms relate to your use of the Codio platform and set out the approach we take to protect your data.
2.2 How we collect and use information:
2.2.1 Information about Education Institutions: we ask for certain information when an education institution administrator, faculty member or other staff member creates an education trial account with Codio, including a name, institution name, institution type, email address and password. We may also retain information when an education institution sends us a message via our website or through our platform “contact us” application, or by responding to emails. When an education institution starts using the Codio product, we will keep a record of the institution user group’s use of the product. We use this information to support, maintain and continuously improve the product and the service we offer our users, to analyze our service offering, and to communicate with education institutions.
2.2.2 Student data: Codio may receive personally identifiable information about students (“student data”) in the course of providing our products to education institutions. Codio regards student data as confidential and Codio does not ever use student data for any purpose other than to provide the products. Student data may include personal identifiable information and data that can be considered “educational records” (records such as project work or assessment scores that contain information directly related to a student) generated by your use of the Codio product. Codio does not require or request that any educational records be provided to Codio by the institution or by any individual user.
If a student user of the products contacts us directly, we may retain the content of that communication but will as a matter of course direct the student to the faculty/admin or other named user responsible for managing the education institution’s account with Codio.
In many instances, students in education institutions will access the Codio products by account creation initiated by the education institution, or alternatively by account creation initiated individually by the student. In either case, the education institution confirms it has the appropriate consents of the students or the parents before the student accesses the Codio products.
2.3 How your information is shared:
Codio does not and never will rent, sell, or otherwise provide your data to any third party for marketing purposes, nor do we ever engage in marketing of the Codio products directly to students of our education institution customers. We may from time to time send all users including student users important news about product changes that affect their experience of using the Codio products, or about how to manage their accounts after they cease to be part of an education institution user group.
We may also share information with third parties (e.g. analytics services) but only for the purposes of monitoring and managing the provision of the Codio products. We may also be obliged to share information with law enforcement when compelled to do so, or to enforce our acceptable usage policy, or to protect other users of the Codio products. In the event of a request by law enforcement agencies to obtain information, we will a) notify you within 24 hours of the receipt of such a request, and b) give you the opportunity to engage with the law enforcement agencies to determine whether you wish to seek a protective order.
In the event of any change of control of Codio, if the ownership of Codio changes or transfers, we will only transfer personally identifiable information if we receive written assurances that the new owner intends to operate Codio as a going concern with a contractual obligation to adopt an approach to privacy and data protection as rigorous as our current approach and policies. In the event of a change of control, we will notify all customer institutions and offer the option of an opt-out of the transfer of personally identifiable information.
Sharing of student data: Codio may facilitate the sharing of student data with third parties but only when instructed and enabled to do so by the education institution, e.g. with a third party learning management system provider. Please note, these privacy and use of personal information terms relate only to the Codio products.
Where a US institution licensing Codio for use by the institution and its student group shares personally identifiable information or any other data about a student or group of students, the institution effectively designates Codio “an agent of the institution” 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.
With respect to EU institutions, Codio adheres to the practices and provisions of the current EU Data protection directive 95/46/EC and will comply with the GDPR (General Data Protection Regulation) from May 25th 2018.
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.
2.4 Use of Codio by organizations and individuals outside of Education
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 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 entity 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.
EU Data Protection
Codio adheres to the practices and provisions of the current EU Data protection directive 95/46/EC
How to contact Codio for queries relating to privacy and use of personal information
If you have any questions regarding the privacy and use of your Information, please contact us at email@example.com, 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.
3.1 Content Settings
Content you create or post in Codio is by default set to ‘Private’.
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, all such content and data is Private to your organization, or to your account in the case of individual users outside of an organization account.
For education institution organizations, all content for all users within the organization is by default set to Private in the Organization settings. Only organization owners can adjust this setting.
For users outside of an education institution, if you do wish to make content and data publicly available you can use privacy options, where they are available, e.g. using project settings to make a project public, such that your content is visible by other Users.
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, and where such content is set to ‘Public’, 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.
If you choose to leave your content or 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.
Acceptable Use Policy
Content submitted, posted or displayed via the Products is subject to Codio’s Acceptable Use Policy (Section 5) accessible here. We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. If this happens we will notify you after the event. 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 firstname.lastname@example.org and specify which Codio account(s) you wish to delete. We will delete your specified accounts within a 30 days, 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 own 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.
These terms are governed by English law and the jurisdiction of the Courts of England and Wales.
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: email@example.com.
Effective: September 12th, 2017