Terms of Service ("Terms")
Last updated: January 31, 2016
This is a legal agreement between you, a person or entity ("User") who registers and purchases a Continuous Ember Upgrades Service Plan and Code All Day LLC ("Code All Day", together "The Parties") regarding your use of the Continuous Ember Upgrades Service.
Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the http://www.continuousupgrades.com website (the "Site") operated by Code All Day LLC ("us", "we", or "our"). Your access to and use of the Site is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Site. By accessing or using the Site you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Site.
Terms
Agreement means this Continuous Ember Upgrades Services Agreement together with any rules and restrictions that apply to the Plan that the User selects, as displayed during the Registration Process.
Continuous Ember Upgrades Service means Code All Day LLC's Ember Upgrades Service as described in the "Services" section below.
Effective Date means the day the User accepts this Agreement.
Plan means the plan that the User selects during the Registration Process.
Registration Process means a series of screens on the Site that appears when the User selects a Plan. The screens allow the User to a) confirm the selected Plan, b) fill in invoicing details, b) choose a payment interval and payment method c) review and place their order.
Subscription Fees means the fees paid by User to Code All Day LLC in consideration of User’s use of the Continuous Ember Upgrades Service.
Service
We will provide you with source code updates in the form of pull requests. Pull requests will be submitted within 1 month of a minor Ember.js release and within 6 weeks of a major Ember.js release. It is your responsibility to merge pull requests and deploy changes.
Code Access
The Service requires you to grant us access to the source code of your application. We will need to update third-party libraries, in addition to making changes to your code. You agree to give us this access (ideally via a github repository). You agree to provide us with any information that we need to accomplish the Service.
Payment
If you wish to purchase any product or service made available through the Site ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, and your billing address.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method (s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
The service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
Subscription Fees
The amount of Subscription Fees are determined by the Plan selected during the Registration Process. The User is responsible for any taxes that apply to the cost of Subscription Fees. Subscription Fees are net prices and do not include any applicable taxes.
During the Registration Process the User shall select either annual or monthly billing for the applicable Subscription Fees. The User shall pay the Subscription Fees to Code All Day LLC on the date the User first orders a paid Plan (the “First Order Date”) and on every monthly anniversary thereof (if the User has selected monthly billing) during the term of the Agreement, or on every yearly anniversary of the First Order Date (if the User has selected annual billing) during the term of the Agreement.
Availability, Errors, and Inaccuracies
We are constantly updating product and service offerings on the Site. We may experience delays in updating information on the Site and in our advertising on other web sites. The information found on the Site may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Site and we cannot guarantee the accuracy or completeness of any information found on the Site. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Accounts
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Site.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Site or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
Intellectual Property
The Site and its original content, features and functionality are and will remain the exclusive property of Code All Day LLC and its licensors. The Site is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Code All Day LLC.
Termination
We may terminate or suspend your account and bar access to the Site immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Cancellation
Either party may cancel this Agreement by informing the other party, at least 14 days prior to the expiration of the Plan, of its intention not to renew the Agreement. On cancellation we will destroy all local copies of your source code.
If you revoke our access to the application without first notifying of intention to cancel, you may still be billed for the Service for that month.
Interruption of Service
Code All Day LLC shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws, proclamations, edicts, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. If such interruption occurs we will notify the User of the situation and work to establish a timeline for resuming services, if possible. We may refund you for the missed services.
Indemnification
You agree to defend, indemnify and hold harmless Code All Day LLC and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use of the Continuous Upgrades Service, b) your use and access of the Site, by you or any person using your account and password, or c) a breach of these Terms.
Limitation Of Liability
In no event shall Code All Day LLC be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your use of the Service or any other work products or deliverables provided, (ii) your access to or use of or inability to access or use the Site; (iii) any conduct or content of any third party on the Site; (iv) any content obtained from the Site; and (v) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Disclaimer
Your use of the Site is at your sole risk. The Site is provided on an "AS IS" and "AS AVAILABLE" basis. The Site is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Code All Day LLC its subsidiaries, affiliates, and its licensors do not warrant that a) the Site will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Site is free of viruses or other harmful components; or d) the results of using the Site will meet your requirements.
Confidentiality and Non-Disclosure
“Confidential Information” refers to: (i) any document you mark “confidential”; (ii) any information you orally designate as “confidential”; and (iii) any of your software (including both source code and object code), code design, database design, user interface design, other technical specification, patent application, product development plan, business strategy, or customer list. Notwithstanding the foregoing, Confidential Information does not include information that: (A) is in our possession at the time of original disclosure by you; (B) is independently developed by us without use of or reference to information provided by you; (C) becomes known publicly, before or after disclosure, other than as a result of our improper action or inaction; or (D) is approved in writing for release by you.
Code All Day LLC shall not, during or subsequent to the term of this Agreement, use Confidential Information for any purpose other than performing the Service described in this Agreement. Except as specifically authorized in writing in advance by the User, we will not disclose Confidential Information to any other third party, and will prevent any such disclosure of Confidential Information in our possession or control. However, we may disclose Confidential Information as required by applicable law or by proper legal or governmental authority, provided we give you advanced notice reasonably sufficient to allow you to seek a protective order or otherwise contest such required disclosure, and reasonably cooperate in such effort. We will promptly notify you in writing of any misuse or misappropriation of Confidential Information that comes to our attention and will cooperate with you in investigating any such misappropriation and in mitigating any damages caused.
Exclusions
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Governing Law
These Terms shall be governed and construed in accordance with the laws of New Jersey, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Site, and supersede and replace any prior agreements we might have had between us regarding the Site.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Site after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Site.
Contact Us
If you have any questions about these Terms, please contact us.