Phoenix Code Labs is the creator, among other things, of the Phoenix Web App which is a white label software product that allows users to develop dynamic software and the Phoenix RESTful API which helps applications connect and communicate with each other. The Site is intended to provide: (i) information about Phoenix Code Labs and its products and services; (ii) a blog, as well as possible future forums and wikis, all in which Account holders will be able to share relevant ideas and comments through User Submissions (the “User Communication Platforms“).
2. Consent and Modification.
By visiting or using this Site, you signify your assent to these Terms. These Terms apply to all users of the Site. If you do not agree to these Terms then please do not access or otherwise use the Site. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.
3. Ability to Accept Terms.
Employer Authority. If you are entering into these Terms, and/or using the Site, on behalf of your employer or other legal entity, you represent and warrant that you have full authority to (i) bind said employer or other legal entity to these Terms (if they have not already done so); and (ii) use the Site on behalf of your employer or other legal entity. If you do not have the foregoing authority please do not accept these Terms or access or use the Site.
4. Site Access.
For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and applicable law. You acknowledge that certain parts of the Site or certain uses of the Site may only be accessible to registered users who have a Site Account (defined below).
You shall not, and shall not permit any third party to: (i) copy, distribute or modify any part of the Site or to copy, use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (ii) disrupt any servers or networks connected to the Site; (iii) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Site and/or enter information onto a User Communication Platform (defined above); (iv) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site; (v) use the communications systems provided by the Site to send unsolicited or unauthorized commercial communications including the Use Communication Platforms; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on the Site; (vii) use the Phoenix Code Labs name, logo or trademarks without our prior written consent; (viii) use the Site to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms; and/or (ix) engage in any action, indirectly or directly, that may be harmful to Phoenix Code Labs, the Phoenix Code Labs community, software, products, Site or any function thereof.
In order to use or access parts of the Site, including an order to add a comment to the Site User Communication Platforms, you may need to first register (“Account“).
You are solely responsible for the activity that occurs in and by your Account, and you must keep your Account password secure. You must notify Phoenix Code Labs immediately of any breach of security or unauthorized use of your Account. If you wish to delete your Account you may send an email request to Phoenix Code Labs at the show email.
7. Payments to Phoenix Code Labs.
General. Except as expressly set forth in the Terms, your general right to access the Site hereunder is currently for free, but Phoenix Code Labs may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Site unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some, or all, of the Site.
Payments. If you choose to purchase or subscribe to a product or service that we offer on the Site then you acknowledge and agree: (i) that we may charge your credit card for the purchase or subscription (including, as applicable, for recurring charges such as periodic payments) and such other amounts (including any taxes and late fees, as applicable) that may accrue in connection with the purchase or subscription; (ii) to only provide valid and current payment information for (a) yourself, or (b) another person or entity, but only if you have first obtained their express consent to do so; (iii) that we may use the tools, software or services of third party service providers (such as PayPal) to process transactions on our behalf; (iv) that the prices displayed on the Site may change at any time; (v) except as expressly set forth herein, all payments are final and non-cancellable or non-refundable; and (vi) if payment is not received by us for any reason from your card issuer, you agree to promptly pay all amounts due to us upon demand.
8. Intellectual Property Rights.
Content and Marks. The: (i) text, documents, articles, comments, suggestions, ideas, brochures, descriptions, graphics, photos, sounds, videos and interactive features on the Site including appearance, visual elements, design, concepts, business models, operational models, databases, collections of links, hypertext markup language (HTML) code, scripts and all products sold and services offered (collectively, the “Materials“), (ii) Site products, API’s, tools, services, programs and software (collectively, the “Software“), (iii) User Submissions, as defined below (and together with the Marks (as defined hereafter), Materials and Software, the “Content“), and (iv) the marks, names, trademarks, service marks and logos contained therein, whether registered or not, (“Marks“), are the property of Phoenix Code Labs and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. ‘Phoenix Code Labs’, the Phoenix Code Labs logo and other marks are Marks of Phoenix Code Labs or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Content.
Use of Content. The Content on the Site is provided to you on an ‘as is’ and ‘as available basis for your informational and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent or as expressly permitted herein. If you download or print a copy of any Content you must retain all copyright and other proprietary notices contained therein.
9. User Submissions.
General. The Site may permit the submission, hosting, sharing and publishing of Materials or any other text, comment, suggestion, information or idea by you and other Site users whether through the User Communication Platform, or other (“User Submissions“).
License to User Submissions. By posting, publishing or uploading your User Submissions to the Site, or submitting your User Submissions to Phoenix Code Labs, you hereby grant Phoenix Code Labs a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of the display, and perform the User Submissions in connection with the Site and Phoenix Code Labs’ business, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, and You hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.
Suggestions. Notwithstanding and without derogating from the License detailed in section 9.1 above, we shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Materials any suggestions, enhancement requests, recommendations or other feedback provided by You (as well as relating to the services and/or products), including by way of User Submissions.
Responsibility. You shall be solely responsible for Your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all Content posted on the Site (including User Submissions) at any time and for any reason. We do not guarantee any confidentiality with respect to any User Submissions, regardless of whether or not it is published.
Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize Phoenix Code Labs to use all Intellectual Property Rights (defined below) in and to Your User Submissions and to enable inclusion and use thereof as contemplated by the Site and these Terms. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.
Prohibited Content. You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or is otherwise subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless You are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) violates export control laws; (vi) is unlawful, known to be false, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) is otherwise malicious or fraudulent; and/or (viii) breaches these Terms.
Exposure. You understand and acknowledge that when accessing and using the Site: (i) you will be exposed to User Submissions from a variety of sources and that Phoenix Code Labs is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You hereby agree to waive and hereby do waive, any legal or equitable rights or remedies you may have against Phoenix Code Labs with respect to (i) and (ii) herein.
10. Information Description.
We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Site is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility. YOU ARE ADVISED TO CONSULT WITH YOUR FINANCIAL, LEGAL OR OTHER ADVISORS TO VERIFY PRICING OR OTHER INFORMATION INCLUDED ON THE SITE.
We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Site, and Your use thereof, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce the Site Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Phoenix Code Labs, its users or the public.
14. Warranty Disclaimers.
(B) WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, MATERIAL, SOFTWARE, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY, AND WE DISCLAIM ALL LIABILITY FOR ANY SUCH CONTENT AND MATTERS. YOU SPECIFICALLY ACKNOWLEDGE THAT PHOENIX CODE LABS SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT OF ANY SITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION OR SITE USER, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY USER SUBMISSION, YOU AGREE THAT PHOENIX CODE LABS IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. PHOENIX CODE LABS RESERVES THE RIGHT BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
(C) This section applies to whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent, certain exclusions set forth herein may not apply.
15. Limitation of Liability.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW: (i) PHOENIX CODE LABS SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF PHOENIX CODE LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, and (ii) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PHOENIX CODE LABS FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT, OF YOUR USE OF, OR INABILITY TO USE, THE SITE EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO PHOENIX CODE LABS FOR USING THE SITE DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
You agree to defend, indemnify and hold harmless Phoenix Code Labs and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from (i) use of, or inability to use, the Site or any part thereof or therein including the Content, Materials and Software; (ii) your User Submissions; (iii) your interaction with any Site user; or (iv) your violation of these Terms.
17. Information and Press Releases.
The Site may contain information and press releases about Phoenix Code Labs. While such information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Further, information about companies other than ours contained in the press release or otherwise should not be relied upon as being provided or endorsed by us.
18. Term and Termination.
These Terms are effective until terminated by Phoenix Code Labs or you. Phoenix Code Labs, in its sole discretion, has the right to terminate these Terms and/or any or parts of the Site and/or Your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Phoenix Code Labs shall not be liable to You or any third party for termination of the Site, or any part thereof. If You object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, Your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. This Section 18 and sections 5 (‘Restrictions’), 8 (Intellectual Property Rights), 9.1 (License to User Submissions) to 9.5 (‘Prohibited Content’), 13 (Privacy) to 16 (Indemnity) and 19 (Independent Contractors) to 22 (General) shall survive termination of these Terms.
19. Independent Contractors.
You and Phoenix Code Labs are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between You and Phoenix Code Labs. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Phoenix Code Labs.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Phoenix Code Labs without restriction or notification to You.
21. Governing Law and Disputes.
These Terms and the relationship between you and Phoenix Code Labs shall be governed by and construed in accordance with the laws of INDIA, without regard to its principles of conflict of laws.
Phoenix Code Labs reserves the right to discontinue or modify any aspect of the Site at any time. These Terms shall constitute the entire agreement between you and Phoenix Code Labs concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.