The CodeSync Terms of Service

Effective date: May 2, 2021

A. Definitions

An "Account" represents your legal relationship with CodeSync. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on CodeSync. “Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A User Account can be a member of any number of Organizations.

The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the "Terms") and all other operating rules, policies (including the CodeSync Privacy Statement, available at codesync.com/privacy) and procedures that we may publish from time to time on the Website. Most of our site policies are available at codesync.com/terms-of-service.

“CodeSync,” “We,” and “Us” refer to CodeSync, LLC, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees. The “Service” refers to the applications, software, products, and services provided by CodeSync. “The User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 13 years of age. Special terms may apply for business or government Accounts. The “Website” refers to CodeSync’s website located at codesync.com, and all content, services, and products provided by CodeSync at or through the Website.

B. Account Terms

1. Account Controls

Users. Subject to these Terms, you retain ultimate administrative control over your User Account and the Content within it. Organizations. The "owner" of an Organization that was created under these Terms has ultimate administrative control over that Organization and the Content within it. Within the Service, an owner can manage User access to the Organization’s data and projects. An Organization may have multiple owners, but there must be at least one User Account designated as an owner of an Organization. If you are the owner of an Organization under these Terms, we consider you responsible for the actions that are performed on or through that Organization.

2. Required Information

You must provide a valid email address (or any other information required by your chosen authentication type through our authentication provider, Auth0) in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid Account, in which case additional information will be necessary for billing purposes. You can read more about Auth0's Terms of Service (here)[https://auth0.com/web-terms] and their Privacy Police (here)[https://auth0.com/privacy].

3. Account Requirements

In order to comply with United States law, you must be age 13 or older. CodeSync does not target our Service to children under 13, and we do not permit any Users under 13 on our Service. If we learn of any User under the age of 13, we will terminate that User’s Account immediately. If you are a resident of a country outside the United States, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws. A paid Organization may only provide access to as many User Accounts as your subscription allows. You may not use CodeSync in violation of export control or sanctions laws of the United States or any other applicable jurisdiction. You may not use CodeSync if you are or are working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency. CodeSync may allow persons in certain sanctioned countries or territories to access certain CodeSync services pursuant to U.S. government authorizations. For more information, please see our Export Controls policy.

4. User Account Security.

You are responsible for keeping your Account secure while you use our Service. We offer tools such as two-factor authentication to help you maintain your Account's security, but the content of your Account and its security are up to you. You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account). You are responsible for maintaining the security of your Account and password. CodeSync cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You will promptly notify CodeSync if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of you password or Account.

5. Additional Terms.

In some situations, third parties' terms may apply to your use of CodeSync. For example, you may be a member of an organization on CodeSync with its own terms or license agreements; you may download an application that integrates with CodeSync; or you may use CodeSync to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you. If you are a government User or otherwise accessing or using any CodeSync Service in a government capacity, this Government Amendment to CodeSync Terms of Service applies to you, and you agree to its provisions.

C. Acceptable Use

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

You agree that you will not under any circumstances violate our Acceptable Use Policies or Community Guidelines.

D. User-Generated Content

1. Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

2. CodeSync May Remove Content

We have the right to refuse or remove any User-Generated Content that, in our sole discretion, violates any laws or CodeSync terms or policies. User-Generated Content displayed on CodeSync for mobile may be subject to mobile app stores' additional terms.

3. Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Your Content. If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post. Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other CodeSync Users — certain legal permissions, listed in Sections D.4 — D.7. These license grants apply to Your Content. If you upload Content that already comes with a license granting CodeSync the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 — D.7. The licenses you grant to us will end when you remove Your Content from our servers, unless other Users have forked it.

4. License Grant to Us

We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, archive, parse, and display Your Content, and make incidental copies, as necessary to provide the Service, including improving the Service over time. This license includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video. This license does not grant CodeSync the right to sell Your Content. It also does not grant CodeSync the right to otherwise distribute or use Your Content outside of our provision of the Service, except that as part of the right to archive Your Content, CodeSync may permit our partners to store and archive Your Content in public repositories in connection with the CodeSync Arctic Code Vault and CodeSync Archive Program.

5. License Grant to Other Users

Any User-Generated Content you post publicly, including issues, comments, and contributions to other Users' repositories, may be viewed by others. By setting your repositories to be viewed publicly, you agree to allow others to view and copy your repositories (this means that others may make their own copies of Content from your repositories in repositories they control). If you set your pages and repositories to be viewed publicly, you grant each User of CodeSync a nonexclusive, worldwide license to use, display, and perform Your Content through the CodeSync Service and to reproduce Your Content solely on CodeSync as permitted through CodeSync's functionality (for example, through copying). You may grant further rights if you adopt a license. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other CodeSync Users.

6. Contributions Under Repository License

Whenever you add Content to a repository containing notice of a license, you license that Content under the same terms, and you agree that you have the right to license that Content under those terms. If you have a separate agreement to license that Content under different terms, such as a contributor license agreement, that agreement will supersede. Note: This is commonly referred to by open-source community as "inbound=outbound".

7. Moral Rights

You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section D.4, but not otherwise. To the extent this agreement is not enforceable by applicable law, you grant CodeSync the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

E. Private Repositories

1. Control of Private Repositories

Some Accounts may have private repositories, which allow the User to control access to Content.

2. Confidentiality of Private Repositories

CodeSync considers the contents of private repositories to be confidential to you. CodeSync will protect the contents of private repositories from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.

3. Access

CodeSync personnel may only access the content of your private repositories in the situations described in our Privacy Statement. You may choose to enable additional access to your private repositories. For example: You may enable various CodeSync services or features that require additional rights to Your Content in private repositories. These rights may vary depending on the service or feature, but CodeSync will continue to treat your private repository Content as confidential. If those services or features require rights in addition to those we need to provide the CodeSync Service, we will provide an explanation of those rights. Additionally, we may be compelled by law to disclose the contents of your private repositories. CodeSync will provide notice regarding our access to private repository content, unless for legal disclosure, to comply with our legal obligations, or where otherwise bound by requirements under law, for automated scanning, or if in response to a security threat or other risk to security.

If you believe that content on our website violates your copyright, please contact us in accordance with our Digital Millennium Copyright Act Policy. If you are a copyright owner and you believe that content on CodeSync violates your rights, please contact us via our convenient DMCA form or by emailing copyright@codesync.com. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.

We will terminate the Accounts of repeat infringers of this policy.

G. Intellectual Property Notice

1. CodeSync's Rights to Content

CodeSync and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © CodeSync, LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from CodeSync.

2. CodeSync Trademarks and Logos

If you’d like to use CodeSync’s trademarks, you must follow all of our trademark guidelines.

3. License to CodeSync Policies

This Agreement is licensed under this Creative Commons Zero license. For details, see our site-policy repository.

H. CodeSync Additional Product Terms

Some Service features may be subject to additional terms specific to that feature or product as set forth in the CodeSync Additional Product Terms. By accessing or using the Services, you also agree to the CodeSync Additional Product Terms.

I. Payment

1. Pricing

Our pricing and payment terms are available at codesync.com/pricing. If you agree to a subscription price, that will remain your price for the duration of the payment term. However, prices are subject to change at the end of a payment term.

2. Upgrades, Downgrades, and Changes

We reserve the right to immediately bill you when you upgrade from the free plan to any paying plan. If you change from a monthly billing plan to a yearly billing plan, CodeSync will bill you for a full year at the next monthly billing date. If you upgrade to a higher level of service, we will bill you for the upgraded plan immediately. You may change your level of service at any time by choosing a plan option or going into your Billing settings. If you choose to downgrade your Account, you may lose access to Content, features, or capacity of your Account. Please see our section on Cancellation for information on getting a copy of that Content.

3. Billing Schedule; No Refunds

Payment Based on Plan For monthly or yearly payment plans, the Service is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open Account; however, the service will remain active for the length of the paid billing period. In order to treat everyone equally, no exceptions will be made. Payment Based on Usage Some Service features are billed based on your usage. A limited quantity of these Service features may be included in your plan for a limited term without additional charge. If you choose to purchase paid Service features beyond the quantity included in your plan, you pay for those Service features based on your actual usage in the preceding month. Monthly payment for these purchases will be charged on a periodic basis in arrears. See CodeSync Additional Product Terms for Details. Invoicing For invoiced Users, User agrees to pay the fees in full, up front without deduction or setoff of any kind, in U.S. Dollars. User must pay the fees within thirty (30) days of the CodeSync invoice date. Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement. If User fails to pay any fees on time, CodeSync reserves the right to (i) take action at law or equity, and to charge all expenses of recovery, and (ii) terminate the applicable order form. User is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on CodeSync's net income) that are imposed or become due in connection with this Agreement.

4. Authorization

By agreeing to these Terms, you are giving us permission to charge your on-file credit card or other approved methods of payment for fees that you authorize for CodeSync.

5. Responsibility for Payment

You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay CodeSync any charge incurred in connection with your use of the Service. If you dispute the matter, contact CodeSync Support. You are responsible for providing us with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.

J. Cancellation and Termination

1. Account Cancellation

It is your responsibility to properly cancel your Account with CodeSync. You can cancel your Account at any time by going into your Settings in the global navigation bar at the top of the screen. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel Accounts in response to an email or phone request.

2. Upon Cancellation

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 full profile and the Content of your repositories within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is cancelled. We will not delete Content that you have contributed to other Users' repositories or that other Users have forked. Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.

3. CodeSync May Terminate

CodeSync has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. CodeSync reserves the right to refuse service to anyone for any reason at any time.

4. Survival

All provisions of this Agreement which, by their nature, should survive termination will survive termination — including, without limitation: ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

K. Communications with CodeSync

1. Electronic Communication Required

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

Communications made through email or CodeSync Support's messaging system will not constitute legal notice to CodeSync or any of its officers, employees, agents or representatives in any situation where notice to CodeSync is required by contract or any law or regulation. Legal notice to CodeSync must be in writing and served on CodeSync's legal agent.

3. No Phone Support

CodeSync only offers support via email, in-service communications, and electronic messages. We do not offer telephone support.

L. Disclaimer of Warranties

CodeSync provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

CodeSync does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

M. Limitation of Liability

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:

  • the use, disclosure, or display of your User-Generated Content;
  • your use or inability to use the Service;
  • any modification, price change, suspension or discontinuance of the Service;
  • the Service generally or the software or systems that make the Service available;
  • unauthorized access to or alterations of your transmissions or data;
  • statements or conduct of any third party on the Service;
  • any other user interactions that you input or receive through your use of the Service; or
  • any other matter relating to the Service.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

N. Release and Indemnification

If you have a dispute with one or more Users, you agree to release CodeSync from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that CodeSync (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases CodeSync of all liability); and (3) provides to you all reasonable assistance, at your expense.

O. Changes to These Terms

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price increases, at least 30 days prior to the change taking effect by posting a notice on our Website or sending email to the primary email address specified in your CodeSync account. Customer's continued use of the Service after those 30 days constitutes agreement to those revisions of this Agreement. For any other modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service. You can view all changes to these Terms in our Site Policy repository.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

P. Miscellaneous

1. Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and CodeSync and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and CodeSync agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California.

2. Non-Assignability

CodeSync may assign or delegate these Terms of Service and/or the CodeSync Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.

3. Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

4. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of CodeSync to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

5. Amendments; Complete Agreement

This Agreement may only be modified by a written amendment signed by an authorized representative of CodeSync, or by the posting by CodeSync of a revised version in accordance with Section O. Changes to These Terms. These Terms of Service, together with the CodeSync Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and CodeSync relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.

6. Questions

Questions about the Terms of Service? Contact us.