Last updated May 2023
a. Definitions
In these Terms and Conditions, "Service" refers to the CodeWhizz software-as-a-service application, provided by asBaaS Digital Ledger Technologies, "User" refers to any individual or entity that accesses or uses the Service, and "Agreement" refers to these Terms and Conditions and any updates or modifications made to them.
b. Acceptance of Terms
By accessing or using the Service, you agree to be bound by these Terms and Conditions. If you do not agree with any part of these Terms and Conditions, you must not access or use the Service.
c. Modifications to Terms
asBaaS Digital Ledger Technologies reserves the right to update or modify these Terms and Conditions at any time without prior notice. Your continued use of the Service constitutes acceptance of any changes.
a. License Grant
Subject to your compliance with these Terms and Conditions, asBaaS Digital Ledger Technologies grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes.
b. Authorized Users
You may authorize your employees, contractors, and agents (collectively, "Authorized Users") to access and use the Service on your behalf, provided that you remain responsible for their compliance with these Terms and Conditions.
c. Restrictions on Use
You must not (i) copy, modify, or create derivative works of the Service, (ii) reverse engineer, decompile, or disassemble the Service, (iii) resell, sublicense, or distribute the Service, or (iv) use the Service in a manner that violates applicable laws or regulations.
d. Availability and Support
asBaaS Digital Ledger Technologies will use reasonable efforts to ensure that the Service is available and operational at all times but does not guarantee uninterrupted access. asBaaS Digital Ledger Technologies may provide support for the Service in accordance with its then-current support policies.
e. Third-Party Integrations
The Service may be integrated with third-party services or software. asBaaS Digital Ledger Technologies is not responsible for the performance, availability, or security of such third-party services or software.
a. Account Creation
To use the Service, you must create an account by providing accurate and complete information as requested during the registration process.
b. Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify asBaaS Digital Ledger Technologies immediately of any unauthorized access or use of your account.
c. Account Termination
asBaaS Digital Ledger Technologies reserves the right to suspend or terminate your account and access to the CodeWhizz service at any time, with or without notice, for any reason, including but not limited to violation of these Terms and Conditions.
a. Fees and Payment
You agree to pay the fees for the CodeWhizz service as specified during the account registration or subscription process. Fees are due on a monthly or annual basis, as selected by you during registration or subscription. All payments must be made in the currency specified by asBaaS Digital Ledger Technologies. If you fail to pay any fees when due, asBaaS Digital Ledger Technologies may suspend or terminate your access to the Service.
b. Taxes
You are responsible for any taxes, duties, or other governmental charges that may be applicable to your use of the Service. asBaaS Digital Ledger Technologies will not be responsible for any such charges. You agree to pay any applicable taxes, duties, or charges levied by any relevant taxing authority in connection with your use of the Service.
c. Refunds and Cancellations
All payments for the Service are non-refundable. If you cancel your subscription, your access to the Service will continue until the end of the then-current billing cycle, and you will not be charged for any subsequent billing cycles. No refunds or credits will be provided for partial months or years, unused features, or unused periods of service.
d. Subscription Changes
You may upgrade or downgrade your subscription at any time by contacting asBaaS Digital Ledger Technologies or using the account management features provided within the Service. If you upgrade your subscription, you will be charged the difference between the current subscription fee and the new subscription fee, prorated for the remainder of the current billing cycle. If you downgrade your subscription, the new subscription fee will take effect at the beginning of your next billing cycle. No refunds or credits will be provided for downgrades or other changes in subscription plans during a billing cycle.
a. Ownership of Service
All intellectual property rights, including copyrights, trademarks, and trade secrets, in and to the Service and its underlying technology, are and will remain the sole property of asBaaS Digital Ledger Technologies or its licensors. You do not acquire any rights, express or implied, in the Service, other than those specified in these Terms and Conditions.
b. User Content
You retain all intellectual property rights in and to any content, data, or information that you upload, submit, or otherwise provide to the Service ("User Content"). You grant asBaaS Digital Ledger Technologies a non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, reproduce, modify, distribute, and display User Content solely for the purpose of providing the Service to you.
c. Feedback
If you provide any suggestions, ideas, or feedback relating to the Service ("Feedback"), you agree that asBaaS Digital Ledger Technologies may use, disclose, reproduce, and distribute such Feedback for any purpose without restriction or obligation to you.
a. Confidential Information
"Confidential Information" refers to any non-public information, including but not limited to trade secrets, proprietary data, and unpublished financial information, that one party ("Disclosing Party") discloses to the other party ("Receiving Party") in connection with the Service.
b. Protection of Confidential Information
The Receiving Party agrees to (i) maintain the confidentiality of the Disclosing Party's Confidential Information, (ii) use the Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms and Conditions, and (iii) not disclose the Confidential Information to any third party, except as required by law or with the Disclosing Party's prior written consent.
c. Exceptions
Confidential Information does not include information that (i) is or becomes publicly available without breach of these Terms and Conditions, (ii) is lawfully obtained by the Receiving Party from a third party without breach of a confidentiality obligation, or (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
a. Privacy Policy
Your use of the Service is subject to asBaaS Digital Ledger Technologies's Privacy Policy, which is incorporated into these Terms and Conditions by reference. By using the Service, you agree to the collection, use, and disclosure of your information as described in the Privacy Policy.
b. Data Protection
Both parties agree to comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA),the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation, in connection with the collection, use, and disclosure of personal data under these Terms and Conditions.
c. Security Measures
asBaaS Digital Ledger Technologies will implement and maintain reasonable and appropriate technical and organizational security measures to protect the confidentiality, integrity, and availability of User Content and personal data processed through the Service. However, asBaaS Digital Ledger Technologies cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your User Content or personal data for improper purposes. You acknowledge that providing User Content and personal data to the Service involves risks, and you agree to assume those risks.
a. Service Warranty
asBaaS Digital Ledger Technologies warrants that the Service will substantially conform to its published specifications and be provided in a professional and workmanlike manner. In the event of a breach of this warranty, your sole remedy will be for asBaaS Digital Ledger Technologies to use commercially reasonable efforts to correct any reported non-conformance.
b. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. asBaaS Digital Ledger Technologies DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. asBaaS Digital Ledger Technologies DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
a. Limitation on Direct Damages
IN NO EVENT WILL asBaaS Digital Ledger Technologies'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR YOUR USE OF THE SERVICE EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
b. Exclusion of Indirect Damages
IN NO EVENT WILL asBaaS Digital Ledger Technologies BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR YOUR USE OF THE SERVICE, EVEN IF asBaaS Digital Ledger Technologies HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. Essential Purpose
The limitations of liability set forth in this Section 9 will apply even if a remedy fails of its essential purpose.
a. Indemnification by User
You agree to indemnify, defend, and hold harmless asBaaS Digital Ledger Technologies and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to or use of the Service, (ii) your violation of these Terms and Conditions, or (iii) your infringement or misappropriation of any intellectual property or other rights of any third party through your use of the Service.
b. Indemnification by Provider
asBaaS Digital Ledger Technologies
agrees to indemnify, defend, and hold harmless you and your affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of any claim that the Service infringes or misappropriates any third-party intellectual property rights, provided that (i) you promptly notify asBaaS Digital Ledger Technologies in writing of the claim, (ii) asBaaS Digital Ledger Technologies has sole control of the defense and settlement of the claim, and (iii) you provide asBaaS Digital Ledger Technologies with all necessary assistance, information, and authority to perform the above.
a. Term
These Terms and Conditions will remain in effect for as long as you continue to access or use the Service or until terminated in accordance with this Section 11.
b. Termination for Cause
Either party may terminate these Terms and Conditions if the other party (i) breaches any material term or condition of these Terms and Conditions and fails to cure such breach within thirty (30) days after receiving written notice of the breach, or (ii) becomes the subject of a voluntary or involuntary bankruptcy, insolvency, or similar proceeding, or ceases to do business.
c. Effect of Termination
Upon termination of these Terms and Conditions for any reason, (i) all rights and licenses granted by asBaaS Digital Ledger Technologies to you will immediately cease, (ii) you must cease all use of the Service and promptly delete any asBaaS Digital Ledger Technologies software or other materials in your possession or control, and (iii) you must pay any outstanding fees owed to asBaaS Digital Ledger Technologies for your use of the Service.
a. Governing Law
These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of New Brunswick, Canada, without regard to its conflict of law principles.
b. Dispute Resolution
Any disputes, controversies, or claims arising out of or relating to these Terms and Conditions, or the breach, termination, or invalidity thereof, will be resolved through binding arbitration in accordance with the rules of the ADR Institute of Canada, Maritime Provinces Regional Section. The arbitration will take place in Fredericton, New Brunswick, and the decision of the arbitrator(s) will be final and binding on both parties.
c. Jurisdiction
Any action to enforce the arbitrator's decision will be brought in the courts of the Province of New Brunswick, Canada. Each party hereby consents to the exclusive jurisdiction of such courts and waives any objection to the venue or jurisdiction of such courts.
a. Entire Agreement
These Terms and Conditions, together with any other agreements and policies incorporated by reference, constitute the entire agreement between you and asBaaS Digital Ledger Technologies with respect to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, whether written or oral, relating to the subject matter.
b. Amendments
No amendment, modification, or waiver of any provision of these Terms and Conditions will be effective unless in writing and signed by both parties.
c. Assignment
You may not assign or transfer any of your rights or obligations under these Terms and Conditions without the prior written consent of asBaaS Digital Ledger Technologies. asBaaS Digital Ledger Technologies may assign or transfer these Terms and Conditions, in whole or in part, without your consent.
d. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under these Terms and Conditions due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, or labor strikes.
e. Notices
All notices, requests, or other communications under these Terms and Conditions must be in writing and delivered by email or certified mail to the other party at its designated address.
f. Severability
If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
g. Waiver
The failure of either party to enforce any provision of these Terms and Conditions will not constitute a waiver of that provision or the right to enforce it in the future.
h. Headings
The headings used in these Terms and Conditions are for reference purposes only and do not affect the meaning or interpretation of these Terms and Conditions.
i. Independent Contractors
The parties are independent contractors and nothing in these Terms and Conditions creates a partnership, joint venture, agency, or employment relationship between the parties.
j. Export Compliance
You agree to comply with all applicable export and re-export control laws and regulations, including but not limited to the U.S. Export Administration Regulations and the U.S. International Traffic in Arms Regulations. You warrant that you are not a prohibited party or located in a prohibited country under any applicable export control laws and regulations.
k. Survival
Any provisions of these Terms and Conditions that by their nature should survive termination or expiration will continue in full force and effect after the termination or expiration of these Terms and Conditions, including but not limited to Sections 5 (Intellectual Property Rights), 6 (Confidentiality), 7 (Data Privacy and Security), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Governing Law and Dispute Resolution).
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