CodeGov, LLC Terms of Service
LAST UPDATED: MAY 5, 2023
These Terms of Service (“Terms”) apply to your access to and use of the website and other online products and services, as well as reviewing IC-OS Verification and/or Release Notes (collectively, the “Services”) provided by CodeGov, LLC and its subsidiaries and affiliates (“CodeGov” or “we”). By signing up as a reviewer or by using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 16. If you do not agree to these Terms, do not use our Services or sign up as a reviewer. We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
If you have any questions about these Terms or our Services, please contact us at firstname.lastname@example.org
You must be at least 18 years of age (or the age of legal majority where you live) to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority where you live), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. USER ACCOUNTS AND ACCOUNT SECURITY
You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
4. USER CONTENT
(a) Our Services may allow you and other users to create, post, store, publish, and share content, access, messages, text, photos, videos, software, and other materials (collectively, “User Content”). Except for the license you grant below, as between you and CodeGov, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content.
(b) You grant CodeGov a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.
(c) You may not create, post, store, or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit, or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
5. PROHIBITED CONDUCT AND CONTENT
(a) You will not violate any applicable law, contract, intellectual property right or other third-party right, or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
Use or attempt to use another user’s account without authorization from that user and CodeGov;
Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
Sell or resell our Services;
Commercially use our Services;
Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
Develop or use any applications that interact with our Services without our prior written consent;
Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
Bypass or ignore instructions contained in our robots.txt file; or
Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
(b) You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store, or share any User Content that:
Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national, or international law;
May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
Impersonates, or misrepresents your affiliation with, any person or entity or the authorship of such User Content;
Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
Contains any private or personal information of a third party without such third party’s consent;
Contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; or
In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose CodeGov or others to any harm or liability of any type.
(c) Enforcement of this Section 5 is solely at CodeGov’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 5 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
6. OWNERSHIP; LIMITED LICENSE
The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, are owned by CodeGov or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
CodeGov Technologies, LLC and our logos, our product or service names, our slogans, and the look and feel of the Services are trademarks of CodeGov and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and CodeGov names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about CodeGov or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in CodeGov’s sole discretion. You understand that CodeGov may treat Feedback as nonconfidential.
9. REPEAT INFRINGER POLICY; COPYRIGHT COMPLAINTS
In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify CodeGov’s at email@example.com:
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to CodeGov for certain costs and damages.
10. THIRD-PARTY CONTENT
We may provide information about third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. CodeGov does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless CodeGov and our officers, directors, agents, partners, and employees (individually and collectively, the “CodeGov Parties”) from and against any losses, liabilities, claims, demands, damages, expenses, or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify CodeGov Parties of any third-party Claims, cooperate with CodeGov Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the CodeGov Parties will have control of the defense or settlement, at CodeGov’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and CodeGov or the other CodeGov Parties.
YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, OUR SERVICES AND ANY CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CODEGOV DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WHILE CODEGOV ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES AND ANY CONTENT THEREIN SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.
13. LIMITATION OF LIABILITY
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CODEGOV AND THE OTHER CODEGOV PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF CODEGOV OR THE OTHER CODEGOV PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) THE TOTAL LIABILITY OF CODEGOV AND THE OTHER CODEGOV PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID BY YOU TO USE OUR SERVICES.
(c) THE LIMITATIONS SET FORTH IN THIS SECTION 13 WILL NOT LIMIT OR EXCLUDE LIABILITY MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You hereby release and forever discharge CodeGov (and our officers, employees, attorneys, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the website (including any interactions with, or act or omission of, other website users or any Third-Party Links & Ads) and the Services. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
15. TRANSFER AND PROCESSING DATA
16. DISPUTE RESOLUTION; BINDING ARBITRATION
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES HERETO AGREE THAT ANY AND ALL CONTROVERSIES, DISPUTES OR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE OR SERVICES SHALL BE SOLELY AND EXCLUSIVELY RESOLVED IN ACCORDANCE WITH THIS SECTION 16. IF ANY CONTROVERSY, DISPUTE OR CLAIM CANNOT BE SETTLED BY NEGOTIATION BETWEEN THE PARTIES, THEN THE PARTIES SHALL SUBMIT SUCH MATTER TO CONFIDENTIAL, BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (SUCH ARBITRATION TO BE HELD IN HOUSTON, TEXAS, BEFORE ONE ARBITRATOR USING THE ENGLISH LANGUAGE). ANY JUDGMENT RENDERED BY A MAJORITY OF THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREON.
17. GOVERNING LAW AND VENUE
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Texas, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
18. MODIFYING AND TERMINATING OUR SERVICES
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services. You agree that CodeGov will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
21. TERM AND TERMINATION
Subject to this Section, these Terms will remain in full force and effect while you use the website or Services. We may suspend or terminate your rights to use the website and the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the website in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. CodeGov will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 5-8 and Sections 11-17.
(a) The failure of CodeGov to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
(b) Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
23. SPECIFIC PROVISIONS APPLICABLE TO CODE REVIEWERS
(a) If you apply and are selected to review IC-OS Verification and/or Release Notes as further described in the CodeGov portal on DSCVR, you acknowledge and agree that you are an independent contractor and that nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between you and CodeGov. You shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of CodeGov or to bind CodeGov to any contract, agreement or undertaking with any third party.
(b) Provided that you are in compliance with these Terms of Service, Compensation will be paid to you at the rates set forth in the CodeGov portal on DSCVR that outlines the current bounty offered to reviewers. All payments will be made in the form of ckBTC tips into your DSCVR wallet after grant funds have been received by CodeGov and after BTC to ckBTC transfer is available. There is a tipping fee for DSCVR and there are network fees to transfer and convert ckBTC into BTC and BTC into fiat. You agree that the rates set forth in the CodeGov portal on DSCVR represent your entire compensation for all services and you will not be entitled to reimbursement for any expenses.
(c) You will be responsible for determining the applicability of any taxes that may be applicable to the performance of the services, if any. You will be obligated to pay any applicable taxes. CodeGov will not be responsible to you or any governing body for any taxes relating to amounts that you receive hereunder including but not limited to federal or state income tax, social security tax, or unemployment tax.
(d) YOU HEREBY AGREE TO INDEMNIFY CODEGOV HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, FINES, PENALTIES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND LITIGATION COSTS ARISING FROM OR RELATED TO (I) ANY MATERIAL ACT, ACTIONS OR OMISSIONS BY YOU OUTSIDE THE SCOPE OF YOUR RESPONSIBILITIES HEREUNDER INCLUDING, BUT NOT LIMITED TO, ANY INTENTIONAL OR NEGLIGENT TORT, OR FRAUD AND (III) ANY FINE OR PENALTY IMPOSED ON CODEGOV, IF SUCH FINE OR PENALTY IS DUE TO YOUR FRAUDULENT OR TORTUOUS ACTS.
(e) In no event shall you or CodeGov (each a “Party”) be liable for any indirect, incidental, special, consequential or punitive damages under this agreement, including loss of goodwill, lost profits, lost savings or loss of customers, whether in an action in contract or tort (including negligence) based on a warranty, whether either Party or any other person has been advised of the possibility of such damages. CODEGOV'S SOLE AND AGGREGATE LIABILITY ON ANY AND ALL CLAIMS, LOSSES, OR LIABILITIES ARISING OUT OF YOUR SERVICES WILL BE LIMITED TO DIRECT DAMAGES AND WILL IN NO EVENT EXCEED THE FEES ACTUALLY PAID TO YOU IN THE PRECEDING 12 MONTH PERIOD. The foregoing limitation of liability and exclusion of damages shall apply regardless of the success or effectiveness of other remedies.
(f) You represent and warrant that: (i) you have the full and unrestricted right and authority to enter into and perform the services and to grant the rights granted herein; (ii) you have complied and will comply with all applicable laws, rules and regulations in rendering the services to be performed; and (iii) you will perform the services in a timely, professional and workmanlike manner.
(g) Except as expressly set forth herein, neither you nor CodeGov makes, and each Party hereby specifically disclaims, any representations or warranties, express or implied, including fitness for a particular purpose or implied warranties arising from the course of dealing or of performance.
(h) Your code review services may be terminated by CodeGov at any time in its sole discretion.