These terms of service (the "Terms", “Terms of Service”), together with the privacy policy, govern your use of Recordian (the “Product”), made available by sugarCoded LLC ("sugarCoded", "we", "our", "us") to you ("you"/"yours"). If you are accepting on behalf of your employer or another entity, you represent and warrant that: you have full legal authority to bind your employer or such entity to these Terms; you have read and understand these Terms; and you agree to these Terms on behalf of the party that you represent. As used herein, “including” (and its variants) means “including without limitation” (and its variants).
If you are under the age of 18, you are not allowed to have an account (“Account”).
To use all the features of The Product, we require you to create an Account. We grant valid Account holders a non-exclusive, non-transferable, non-sub-licensable, personal, limited license, which can be revoked at any time, to access and use the Product. We reserve all other rights, including all right, title and interest in the Product and associated intellectual property rights. You may not decompile, reverse engineer, copy, reproduce, transmit, publicly perform, distribute, commercially exploit, adapt, translate, modify, bundle, merge, share or make available to any person, or create derivative works of The Product.
The Product is made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Product. We reserve the right to stop offering the Product at any time either permanently or temporarily. In such an event, we shall not be required to provide refunds, benefits or other compensation to you in connection with such discontinued elements of the Product unless required by law. From time to time, you may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
"User Content" means all information of any kind (including remarks, suggestions, ideas, graphics, text, images, video, information and messages) communicated, posted, uploaded, or sent by you on or in connection with the Product. You acknowledge that you will be responsible for whatever User Content you submit and you, not us, will have full responsibility for the User Content, including its legality, reliability, appropriateness and originality and compliance with all applicable laws and regulations. We reserve the right without notice or refund, to suspend, remove or delete User Content and/or to disclose to the relevant authorities any User Content if: we consider or suspect that that it breaches or may breach the Terms; if we consider that such steps are necessary to protect us or others; a criminal act or civil wrong has been committed; or we are required to do so by law or an appropriate authority. You warrant and represent that you have all necessary rights and consents to provide us with the User Content.
We will use reasonable endeavors to maintain the operation of the Product and rectify faults as quickly as possible. We reserve the right to modify, including by way of regular updates, the Product and we may have to suspend operation of the Product without notice for repair, maintenance, improvement, security or any other reason. If so, we will do our best to ensure that the suspension is as short as possible. We cannot accept responsibility for such suspensions, interruptions or errors caused by circumstances outside our reasonable control (see section on “Force majeure”).
Force majeure means any cause or event beyond the reasonable control of the affected party including without limitation war, civil war, armed conflict or terrorist attack, nuclear, chemical or biological contamination, pandemic, strikes, civil action, unavailability of the internet, unscheduled hosting and maintenance to systems, power and data losses and acts of God. We shall not be obliged to perform our obligations under these Terms to the extent that we are prevented from doing so by reason of an event of force majeure. Performance of these Terms may cease during the continuation of the force majeure event and for such time after that event ceases as is necessary for us to start satisfying our obligations again. For so long as such force majeure event is continuing, our corresponding obligations under these Terms shall be suspended to the same extent. If such force majeure continues for a continuous period in excess of four months, we may terminate access to the Product immediately.
The Product is provided on an "as is'' and "as available" basis. To the fullest extent permitted under applicable law, we provide no express, implied or statutory warranties that you will be able to access or use the Product at the times or locations of your choosing or that the Product will be uninterrupted or free of errors, bugs, corruption, loss, interference, hacking or viruses. Accordingly, we are not liable to you for any loss or damage that might arise, for example, from the inoperability, unavailability or security vulnerabilities of the Product or from your reliance on the quality, accuracy, or reliability of the Product. We also make no guarantee that the Product will work with or can be accessed on any particular devices, platforms, operating systems or equipment, or in conjunction with any particular software or connectivity services. We do not accept responsibility for such equipment, software or services.
You understand that use of the Product necessarily involves transmission of User Content over networks that we do not own, operate or control, and we are not responsible for any User Content lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of User Content will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers. We will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control.
We expressly disclaim liability for any loss or damage caused by us or our employees or agents in circumstances where: there is no breach of a legal duty of care owed to you by us or by any of our employees or agents; such loss or damage is not a reasonably foreseeable result of any such breach; or such loss or damage relates to a business. By using the Product or services offered by us, you agree to waive any legal duty of care owed to you by us, to the maximum extent allowed by law.
To the maximum extent permissible by law, our total liability, whether arising in contract, tort, strict liability or otherwise, including liability for any losses, costs, expenses or damages that you suffer in connection with the Product or these Terms shall not exceed (in aggregate) the monetary amount equivalent to the fees, relating to the Product, actually paid by you to us during the twelve (12) months prior to the date of the cause of action first arising. Notwithstanding the foregoing, nothing in these terms shall exclude or limit our liability for any loss or damage, to the extent that such liability cannot under any applicable law be excluded or limited. You will be liable for any loss or damage we suffer arising from your breach of this agreement or misuse of the Product. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
No failure or delay by the injured party to these Terms in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.
These Terms are effective as of the date you create an Account with the Product (the “Effective Date”). We reserve the right to suspend or terminate your access to the services or delete your Account if you breach these terms or we’re required to do so to comply with a legal requirement or a court order.
This Terms of Service is continually revised to conform with the requirements of applicable laws and regulations. As such, we may change this Terms of Service from time to time as needed. We will treat your continued use of the Product as acceptance of any changes made to the Terms from the previous version.
These Terms are the entire agreement between you and us relating to the Product and any other subject matter covered by these Terms, and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to the Product or any other subject matter covered by these Terms. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.