Good Generator License Agreement
Last Modified: April 25, 2024
Thank you for choosing to multiply your impact with Change Code! Please read this Good Generator License Agreement (the “Agreement”, “Terms of Use”, or “Terms of Service”) carefully as it governs your use of our technology, products, and services associated with our Changescape offering (the “Services”) and the relationship between you (the “User”, “you”, or “your”, a “Party”) and Change Code, Inc. and its affiliates (Change Code, “we”, “us”, or “our”, also a “Party”). Change Code provides the Services to you on the terms and conditions set forth in this Agreement and on condition that you accept and comply with them.
By clicking on the “I Agree” or similar button or by accessing or using the Services, you accept all the terms, conditions, restrictions, and obligations of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such company or other legal entity to this Agreement.
1. The Services
1.1 By clicking on the “I Agree” or similar button or by accessing or using the Services, you agree that you will adhere to all terms and conditions of this Agreement, Change Code’s Acceptable Use Policy, Privacy Policy, and any additional materials incorporated herein by reference as well as all applicable laws and regulations.
1.2 With regard to this Agreement, the term Services refers to Change Code’s Changescape platform along with any supporting documentation and any associated software or services, including but not limited to payment and billing functions, provided that enables you to create, update, sell, and retire tokens onto one or more blockchain or web3 protocols.
1.3 By using the Services you agree that you understand the inherent risks associated with cryptographic and distributed ledger protocols and that you have an understanding of the usage and intricacies of web3 software systems.
2. Your Account, Your Responsibilities
2.1 To access the Services, You must first create an account (“Account”) with a valid email address and other identifying information. You agree to provide true, accurate, current and complete information as prompted by Change Code, including geographical location and address, authorized e-mail address, and any other information requested (the “Your Registration Data”). You further agree to maintain and promptly update the your Registration Data to keep it true, accurate, current and complete.
2.2 You must not create an Account if you are under the age of 18 or for any person under the age of 18. If Change Code learns of any User under the age of 18, it will terminate that User’s Account immediately. If the User is located in a country outside the United States, that country’s minimum age may be older; in such a case, the User is responsible for complying with that country’s laws.
2.3 You agree that your Account is for use only by you or the organization or entity that you represent. You agree that you may not share, resell, or transfer login details any associated credentials, including any private keys or wallets. You further agree to never create or issue, or request for Change Code to create or issue, tokens on behalf of another individual or entity not associated with your Account.
2.4 You are responsible for: (i) all activity that occurs from your Account; (ii) maintaining the security of your account login access, private keys, and wallets; and (iii) promptly notifying Change Code upon becoming aware of any unauthorized use of, or access to, the Services through your Account. Change Code will not be liable for any loss or damage resulting from a failure to comply with such responsibilities.
2.5 In the event that any token assets are held by you on-chain with private keys or in wallets that you control, you acknowledge that Change Code will have no ability to assist you in the recovery of those assets should you lose access to your private keys.
3.Change Credits
3.1 You acknowledge and agree that the purpose of the Services is solely the creation, sale, and distribution of tokenized units of positive impact (“Impact Claims”).Change Credits may represent any form of impact connected to positive environmental, social, or economic development outcomes, approved by Change Code at our sole discretion.
3.2 You agree that you will not attempt to or assist others in attempting to sell any assets or contractual obligations that may by reasonably determined to be (i) “securities” in the United States under the Securities Act of 1933 or the Securities Exchange Act of 1934 or any amendments thereof; or (ii) covered under Directive 2014/65/EU on Markets in Financial Instruments inside of the European Union. You acknowledge that such restrictions apply without regard to where you or your operations are located.
3.3 You acknowledge that the Services provide solely a platform and technical means for you to carry out your own sales. While Change Code may freely elect to promote yourChange Credits from time to time, we are under no obligation to assist in sales. Change Code makes no guarantees that yourChange Credits will sell and carries no obligation regarding any income that you may or may not derive from sales.
3.4 Change Code is not an auditor or impact evaluation firm. We expressly disclaim any warranties or guarantees on the correctness of any information represented byChange Credits. The accuracy of all data you provide to Change Code and the Services is your sole responsibility.
4. Grant of Rights and Restrictions
4.1 During the term of this Agreement and subject to your compliance in all material respects with the terms and conditions of this Agreement, Change Code hereby grants to you a limited, worldwide, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable right and license to access to access and use the Services solely as necessary to send and receive transaction, account, and other related data to and from the platform.
4.2 Except as expressly permitted under this Agreement or any open-source licenses that may control the source code underlying the Services, you must not yourself, nor permit any other party to: (a) reproduce, modify, translate, adapt or create derivative works based upon the Services; (b) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Services; (c) access the Services for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services; (d) take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure or that negatively affects the ability of others to access or use the Services; (e) use the Services in any way that does not comply with all applicable laws and regulations; (f) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (g) attempt to disable or circumvent any security mechanisms used by the Services; or (h) use the Services in a way that poses a risk to the Change Code or other Users of the Services.
4.3 Change Code may improve, modify, add or remove functions or features to or from the Services from time to time, with or without notice to you.
5. Fees
5.1 Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement. If you fail to pay any fees on time, Change Code reserves the right, in addition to taking any other actions available under applicable law, to: (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery; and (ii) terminate or suspend Services to you.
5.2 Sales of your Change Credits are subject to both a Platform Fee and a Change Share. Upon each sale, Change Code will deduct both the Platform Fee and Change Share from the amount of the transaction. Change Code will then remit the net balance of any sales ofChange Credits within forty-five (45) days to the blockchain address or bank account we have on file.
5.3 The Platform Fee is used by Change Code to cover all payment processing and blockchain fees associated with the issuance and sale of your Change Credits. At present, this fee is set to 10% of the total purchase amount (exclusive of taxes) for any sale of Change Credits. The purchase of the Change Share is help fund the underlying economic intentives for the Changescape ecosystem. Currently, this fee is set to 10% of the total purchase amount (exclusive of taxes) for any sale of Change Credits. Both the Platform Fee and the Change Share may be updated at Change Code’s sole discretion in accordance with Section 5.6 of this Agreement.
5.4 You agree that that all your financial information is complete and accurate and that you are authorized to use the payment instrument you provide us. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
5.5 We may use third-party payment processors (“Payment Processors”) to bill you for use of the Services. The processing of payments may be subject to the terms, conditions, and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by Payment Processors.
5.6 Change Code may make changes to its pricing and fees by updating the information on our Website or this Agreement or by providing an email to the address we have on record for your Account. In the event that we change the pricing for any Services, the amount payable by you will increase or decrease in accordance with any such modification upon the date specified.
5.7 Unless otherwise stated, our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (“Taxes”). You are responsible for paying all Taxes associated with your purchases of the Services. If Change Code has the legal obligation to collect or pay Taxes for which you are responsible under this section, the appropriate amount will be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Change Code is solely responsible for taxes assessable against it based on its income, property, and employees.
6. Account Termination or Suspension
6.1 Change Code reserves the right, in our sole discretion, to suspend or terminate your access to all or any part of the Services at any time, with or without notice, effective immediately, including but not limited to as a result of your violation of any of this Agreement, any law or regulation, or our Acceptable Use Policy. Any such termination may result in the forfeiture and destruction of information associated with your Account. All fees owed to Change Code before such termination will be immediately due and payable, including any liabilities that may have been incurred prior to termination.
6.2 If you wish to terminate your Account, you may do so by contacting us at help@changecode.io.
6.3 Notwithstanding anything to the contrary, this Agreement may be terminated as follows: (i) by the non-breaching Party upon a material breach of this Agreement by the other Party, which breach is not cured within thirty (30) days after receipt of written notice from the non-breaching Party; or (ii) by either Party in the event the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such Party’s business.
6.4 All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers, indemnity, and limitations of liability.
6.5 Upon expiration or termination of this Agreement for any reason: (i) you must immediately cease all use of the Services; (ii) you must immediately cease all use of the Change Code’s Confidential Information (as defined in Section 7.5) and return or destroy all copies of such Confidential Information that are within its custody or control; and (iii) Change Code may delete or restrict access to your Data or any Accounts associated with you.
6.6 We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your Registration Data within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information cannot be recovered once your Account is cancelled. Due to the nature of blockchain networks, any and all data that you publish through the Services onto a blockchain network may not be deleted.
7. Intellectual Property and Data
7.1 All information, data, and other materials accessible or calculated through the Services (“Data”) are the sole responsibility of the Party from whom such materials originated. The Services may provide access to or rely on Data from third parties, and such third parties, and not Change Code, are entirely responsible for such Data. You, and not Change Code, are solely responsible for: (a) all Data that you calculate, submit, upload, transmit, process or otherwise make available through the Services (“User Data”); and (b) giving all required notices and obtaining all necessary consents and rights (including all required permissions from intellectual property holders) before submitting User Data through or to the Services. Change Code expressly disclaims any guarantees or assurances of accuracy or validity regarding Data.
7.2 You acknowledge and agree that, as between you and Change Code, Change Code owns all rights, titles, and interests (including all intellectual property) in and to the Services, and all improvements, enhancements or modifications thereto, including all Data therein (except for User Data).
7.3 Change Code acknowledges and agrees that, as between you and Change Code, you own all right, title and interest (including all intellectual property) in and to your User Data. You hereby grant Change Code and its service providers a worldwide, royalty-free, non-exclusive license to store, parse, use, reproduce, modify, adapt, create derivative works from, perform, display, distribute, make and have made User Data including Aggregate Data (as hereinafter defined) as necessary for Change Code to provide access to and use of the Services to our users. This includes, without limitation, the right to: (a) make backups and store User Data on Change Code’s databases; (b) display User Data to you and those to whom you choose to show it; (c) parse User Data into a search index or otherwise analyze it on Change Code’s servers; (d) share User Data with additional Users with whom you choose to share it; and (e) publish User Data either in full or part to the publicly accessible blockchain networks. This license does not grant Change Code the right to sell User Data or otherwise distribute or use it outside of the Services. You grant to Change Code the rights it needs to use User Data without attribution and to make reasonable adaptations of User Data as necessary to provide the Services. For the purpose hereof, Aggregate Data” means User Data that has been aggregated in a manner that does not reveal any personal information and cannot reasonably be used identify User as the source of such data.
7.4 You acknowledge that your User Data may be stored on or using blockchain or other distributed ledger technology. You understand there may be risks to storing data on or using such methods, including, without limitation, loss of User Data, loss of access to, or ability to manage, User Data and dependence on third party nodes running such networks or technologies. Change Code will not be held responsible for any such loses or risks.
7.5 In the event that you provide any Suggestions (as hereinafter defined) to Change Code, you hereby grant Change Code and a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Suggestions for any lawful purpose, without credit or compensation to you. For the purpose hereof, “Suggestions” means any suggestions, comments, ideas, improvements or other feedback relating to the Services that User elects to provide or make available to Change Code.
7.6 Each of the Parties reserves all rights not expressly granted under this Agreement.
8. Representations and Warranties
8.1 You and Change Code each represents and warrants to the other that: (i) it has the necessary power and authority to enter into this Agreement; (ii) the execution and performance of this Agreement have been authorized by all necessary corporate or institutional action; (iii) entry into and performance of this Agreement will not conflict with any provision of law or the certificate of incorporation, bylaws or comparable organizational documents of such Party; (iv) no action by any governmental organization is necessary to make this Agreement valid and binding upon such Party; and (v) it possesses all governmental licenses and approvals necessary to perform its obligations under this Agreement.
8.2 You represent, warrant and covenant to Change Code that: (i) you will keep all personal information (as defined in accordance with applicable laws) confidential and secure and will only process such information in accordance with applicable laws; (ii) it is in full compliance with any applicable law, statutes, or regulations relating to promotions and/or the use of coupon codes; and (iii) to the extent that User provides any integration of the Services with its own software or systems, such software or systems will not contain or transmit any viruses, spyware, “Trojan horses,” or other “malware” or harmful code.
9. Provision of Services; Disclaimers
9.1 We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will make reasonable efforts to notify you of any material change to or discontinuation of the Service in advance of such a change.
9.2 CHANGE CODE PROVIDES THE SERVICES “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THIS, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES AND API INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. CHANGE CODE DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THAT THE INFORMATION PROVIDED THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; (D) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (E) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; OR (F) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
9.3 Without limitation to anything in this Agreement, Change Code will make commercially reasonable efforts to maximize the availability of our Services. In the event that Services are interrupted, we will make attempts to share information with users to minimize any potential impact.
9.4 To promote the broad availability of the Services, you acknowledge that Change Code reserves the right to enforce additional usage limits in its sole discretion.
9.5 ALL SERVICES LABELED ALPHA, BETA, PRE-RELEASE, TRIAL, PREVIEW, OR SIMILARLY (“Beta Previews”) ARE PROVIDED “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS,” AND YOUR USE OF SUCH BETA SERVICES IS AT YOUR SOLE RISK. Change Code may provide Beta Previews of new Services or modifications of existing Services. These Beta Previews may not be supported and may be changed at any time without notice. In addition, Beta Previews are not subject to the same security and testing measures to which other Services have been subject. Change Code does not assume any obligation to update any Beta Previews. In addition, any information about Change Code’s roadmap outlines our general product direction and is subject to change at any time without notice. It is for informational purposes only and is not incorporated into this Agreement or any contract or other commitment. Change Code undertakes no obligation either to develop the features or functionality provided in the Beta Previews, or to include any such feature or functionality in a future release of the Services. Additionally, you agree that any Beta Previews may give you information which Change Code considers to be confidential (“Confidential Information”) regardless of whether it is marked or identified as such. You agree to only use such Confidential Information for the express purpose of testing and evaluating the Beta Preview and not for any other purpose. You should use the same degree of care as you would with your own confidential information, but no less than reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of our Confidential Information. You promise not to disclose, publish, or disseminate any Confidential Information to any third party, without Change Code’s written consent, except in cases as may be required by law or court order, provided you make reasonable efforts to inform Change Code of such required disclosure. Obligations of confidentiality will not extend to any information that is: (i) or becomes publicly available without breach of this Agreement; (ii) known to you before we disclose it to you; or (iii) independently developed by you without breach of any confidentiality obligation to us or any third party.
9.6 The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Change Code is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Change Code does not assume and will not have any liability or responsibility to any User or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
10. Limitation of Liability
OTHER THAN WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.10 OR BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS: (A) IN NO EVENT WILL CHANGE CODE BE LIABLE TO THE USER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE SERVICES PROVIDED UNDER THIS AGREEMENT, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE SERVICES OR ITS DELIVERY VIA THE INTERNET, EVEN IF CHANGE CODE HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE; AND (B) EXCEPTING FEES OWED TO CHANGE CODE UNDER SECTION 5, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES RECEIVED BY CHANGE CODE FROM USER UNDER THIS AGREEMENT IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENTS GIVING RISE TO LIABILITY AROSE.
11. Modifications of this Agreement
We reserve the right, in our sole discretion, to amend this Agreement at any time and will update this Agreement in the event of any such amendments. We will notify you of material changes to this Agreement at least 30 days prior to the change taking effect by posting a notice on our Website. With regard to both material or non-material modification, your continued use of the Services beyond the effective date of any changes will constitute acceptance of our revisions. You can view all changes to this Agreement at changecode.io/legal.
12. Miscellaneous
12.1 Independent Contractors. The relationship between Change Code and User established by this Agreement is solely that of independent contractors. Neither Party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other Party.
12.2 Interpretation. For the purposes of this Agreement: (i) the words “such as”, “include”, “includes”, and “including” are to be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein”, “hereof”, “hereby”, “hereto”, and “hereunder” refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.
12.3 Additional Restrictions. You represent that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. Additionally, you agree that you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations as may be appropriate for the Services.
12.4 Assignment You may not assign any of your rights under this Agreement, or sublicense, assign or delegate any right or obligation hereunder, by operation of law or otherwise without the prior written consent of Change Code and any such attempt will be void. Change Code may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
12.5 Disputes Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in this Agreement. If a dispute is not resolved within thirty (30) days of notice, Change Code or the User may bring a formal proceeding.
You and Change Code agree to resolve any claims relating to the Agreement or the Services through final and binding arbitration, except as set forth in this Agreement. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. Notwithstanding anything herein, the arbitration will be held in Travis County, Texas or any other location both Parties agree to in writing.
In the event that you, the User, are using the Services solely for your personal use and not in relation to your employment or any commercial interests, Change Code grants to you the following: (i) Arbitration may be held in the United States county where you live or work; (ii) we will pay all arbitration fees for your individual arbitration for claims less than $50,000; and (iii) we will not seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Either Party may bring a lawsuit in the federal or state courts of Travis County, Texas solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute notice process described above.
12.6 Entire Agreement. This Agreement, together with all incorporated references, represent the complete and exclusive statement of the agreement between you and Change Code relating to the subject matter herein. Except in cases where you and Change Code have executed an agreement that explicitly replaces or modifies any terms herein, this License Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Change Code.
12.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.
12.8 Force Majeure. Except for payment obligations, both you and Change Code will be excused from liability to the extent that either is unable to perform any obligation under this Agreement due to extraordinary causes beyond their reasonable control, including acts of God, natural disasters, strikes, lockouts, riots, acts of war, epidemics, pandemics, or power, telecommunication, or network failures.
12.9 Governing Law. This Agreement will be governed by the laws of the State of Texas, without regard to conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Western District of Texas. Each Party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
12.10 Indemnification. (a) You must defend, indemnify and hold harmless Change Code against any claim, demand, suit, or proceeding made or brought against Change Code by a third party arising from or in any way related to: (i) your breach of this Agreement; (ii) your use of the Services; (iii) your violation of applicable laws, rules, or regulations in connection with the Services; or (iv) User Acts (as defined below). You must reimburse Change Code for any damages, reasonable attorney fees, and amounts awarded in a court or arbitration approved settlement against Change Code as a result of such a suit of proceeding.
(b) Change Code must defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that use of the Services infringe or misappropriate the intellectual property rights of a third party; provided, however, that Change Code will have no obligation to defend User from any Losses (as defined below) to the extent they arise from: (i) use of the Services in any manner by User that does not comply in all material respects with the terms and conditions of this Agreement, any policies, or applicable laws or regulations; (ii) use of the Services by User in combination with any hardware or software not provided or approved by Change Code; (iii) modifications to the Services by or on behalf of User not made or authorized by Change Code; or (iv) any User Data (Sections 12.10(b)(i) through 12.10(b)(iv) collectively, “User Acts”). Change Code must reimburse you for any actual damages, reasonable attorney fees, and amounts finally awarded in a court or arbitration approved settlement against you as a result of such a suit of proceeding (“Losses”). If Change Code believes the Services may be alleged to infringe a third party’s intellectual property rights, then Change Code may: (i) obtain the right for you, at our expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If Change Code does not believe the options described in this section are commercially feasible, then Change Code may in our sole discretion suspend or terminate your use of the affected Services.
(c) In order to receive the benefits under this Section 12.10, the Party seeking indemnification must promptly notify the other Party of the claim and cooperate with the other Party in defending against the claim. The indemnifying Party will have full control and authority over the defense, except that: (i) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (ii) the other Party may join in the defense with its own counsel at its own expense.
12.11 Interpretation of Conflicting Terms. If there is a conflict between the documents or materials incorporated by reference in this Agreement, the materials will take the following descending order of control: this License Agreement, our Acceptable Use Policy, our Privacy Policy, any material found on our Website.
12.12 No Class Action. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If this specific section is held unenforceable, then Section 12.5 will be deemed void.
12.13 No Waiver. Any failure or delay by Change Code to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision.
12.14 Notices. All communications and notices to be made or given pursuant to this Agreement must be in English. We may provide any notice to you under this Agreement by posting a notice on our Website or by sending a message to the email address associated with your Account. You will be deemed to have received any email sent to the email address then associated with your Account when we send the email, whether or not you actually receive the email. To give us notice under this Agreement, you must: (i) email us at legal@changecode.io; or (ii) send us your notice by certified mail, return receipt requested, to Change Code Inc. 2025 Guadalupe Street, Suite 260, Austin, Texas 78705, Attention: Legal Department.
12.15 Publicity. Through use of the Services, you grant Change Code the right to identify the company or legal entity associated with your Organization as a Change Code user in promotional materials. You may revoke this permission by notifying Change Code in writing to stop using your organization in promotional materials. However, Change Code will have no obligation to remove or recall any prior use or distribution of the promotional materials.
12.16 Required Disclosures. We will not disclose your User Data or any details regarding your Account or usage information to any government or third party except as necessary to comply with the law or court order or as otherwise provided herein.
12.17 Website. The term Website, Change Code’s Website, or any similar terms refers collectively to any information published or made available by Change Code to www.changecode.io as well as any subdomains thereof.