CodersClan Terms of Service


[CodersClan Inc.] (“CodersClan”, or “us”, “our”, “we”) provides a crowd-sourced, expert-level technical support forum, where developers can post coding problems for a bounty (the “Site”). These Terms of Service (“Terms”) govern your access and use of the Site. “You” means a user of the Site, including without limitation any entity or individual posting a problem or any entity or individual offering a solution.


Please read these Terms carefully. You must accept these Terms prior to using the Site. By using the Site, you signify your consent to these Terms, including without limitation all terms herein regarding our collection, use and storage of data, which we may modify from time to time, a current version of which is available here (our “Privacy Policy”). Changes may be made to these Terms and the Privacy Policy from time to time. Your continued use of the Site after any such modification will be deemed acceptance to any such amended or updated terms. If you do not agree to any of these Terms, please do not make any use of the Site.


Use of Site


CodersClan allows you to access and use the Site subject to these Terms. CodersClan may decide to change or modify the Site, or the services provided through the Site, at any time and without notice. CodersClan may discontinue providing the Site or any part thereof without notice.


Use of and access to the Site is void where prohibited by law. By using the Site, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you either are 18 years of age or older, or else have the permission of your parents or guardians to use the Site and (d) your use of the Site does not violate any applicable law or regulation or any obligation.


CodersClan may at its discretion monitor and record activities in any forum of the Site, including Private Forums. CodersClan is not obligated to monitor any forum and is not obligated to ensure that the content in any forum complies with applicable law or these Terms.


Registration



You may register to use CodersClan by connecting through certain third party accounts, such as Google+ or GitHub, or by opening an account with us. By registering through a third party account you represent and warrant that such account is yours and you have all right to provide us with the information in such account according to applicable terms and conditions. If you register directly with us, you represent and warrant that all information that you provide is up-to-date and accurate, and you will ensure that such information remains up-to-date and accurate.


We may terminate your use of the Site if you let someone use your account inappropriately, or if you or anyone using your account violates these Terms. If your account is terminated, you may not rejoin CodersClan again without our express permission. You agree to immediately notify us of any unauthorized use of your account. You are fully and solely responsible for the security of your computer system, mobile device and all activity on your account, even if such activities were not committed by you. CodersClan will not be liable for any losses or damage arising from unauthorized use of the Site, and you agree to indemnify and hold CodersClan harmless for any improper or illegal use of the Site, and any charges and taxes incurred, unless you have notified us via e-mail at support@codersclan.net that your account have been compromised. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Site.


Termination of Account


You agree that CodersClan may for any reason, in its sole discretion and without notice, terminate your account, and remove from the Site any User Content (as defined below) associated with your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of these Terms, (iii) fraudulent, harassing or abusive behavior, or (iv) behavior that is harmful to other users or the business interests of CodersClan. If you account is terminated, CodersClan may remove and delete all content, including any problems and Solutions, associated with your account.


If CodersClan believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Site. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Site. You may request termination of your CodersClan account at any time and for any reason by sending an email to support@codersclan.net . The provisions hereof regarding intellectual property, confidentiality, indemnification, disclaimer of warranties and limitation of liabilities shall survive the termination or expiration of these Terms for any reason. In addition, for the avoidance of doubt, all assignments effected by you and licenses granted by you during the term that these Terms were in effect shall survive the termination of these Terms for any reason.


Your Obligations and Responsibilities


Definitions. In these Terms, (a) an “Expert” means an individual or entity posting a Solution on the Site; (b) a “Poster” means an individual or entity posting a problem on the Site; (c) a “Solution” means any solution posted on the Site, including all code, documentation and other materials posted on the Site as part of or in addition to such solution; (d) a “Private Forum” means a forum for posting problems, where the functionality of the Site only allows the Poster (or a third party authorized by the Poster) to view Solutions and (e) a “Public Forum” means all forums other than Private Forums.


Attribution: If you display or distribute any code you receive from the Site, you must include the following attribution statement: “This software includes software code obtained from codersclan.com”. This attribution statement is in addition to any other notices (such as copyright notices) that must be retained under any applicable law or license. All users of the Site acknowledge the responsibility to include this attribution statement, and no user shall have any claims against CodersClan or any other third party in respect of the inclusion of such attribution statement. The foregoing attribution statement shall not apply to code used as part of a commercial product.


Postings: If you post any problem on the Site, you agree to provide a reasonably fair and accurate description of the problem, with sufficient detail to allow a developer experienced in the field to understand the problem and understand the amount of resources that need to be expended in solving the problem. In addition, you agree to make prompt payment of any bounty that you offered through the Site, in full compliance with these Terms, in consideration for the Solution you accept. You may not use, distribute, display, publish or make available any posted Solution unless you have rights to use that Solution pursuant to these Terms, except that you may use any Solution solely to the extent necessary to test such Solution for compliance with your provided specifications and only pursuant to written confidentiality agreements that ensure that any third party examining such Solution shall comply with all of your obligations under these Terms concerning confidentiality and intellectual property. You represent and warrant that, prior to making payment of any bounty, that (a) you have examined the proposed Solution and found it suitable for your needs, (b) you expressly waive all claims against the Expert or CodersClan that the accepted Solution does not comply with your specifications or satisfy your needs and (c) that you have reviewed the warranties and representations made by the applicable Expert according to these Terms and found them sufficient and satisfactory.


Experts: If you post any Solution on the Site, you represent and warrant that any such Solution is either solely of your original authorship or, to the best of your knowledge after reasonable investigation, that you have sufficient rights to post such Solution and provide Posters with all rights in such Solution as required by these Terms. For the avoidance of doubt, you are not required to perform a patent search to determine whether any proposed Solution infringes any patents or patent rights. In addition, you represent and warrant that no Solution that you provide through the Site will contain any (a) worms, viruses, Trojan horses, time bombs or any other malicious or dangerous functionality, or (b) third party or open source software not expressly disclosed by you as part of the Solution in the same forum in which you posted the Solution. Any violation by you of these requirements may result in the immediate termination of your account. CodersClan will not hesitate to take additional legal action where appropriate. During the time that any Solution is available for viewing on the Site, you shall not transfer any rights in such Solution except pursuant to these Terms. An Expert may request the deletion of any posted Solution by contacting CodersClan, which may delete such Solution in its sole discretion. CodersClan’s policy is not to delete any Solution that has been posted for less than one week on the Site. Except as expressly set forth herein, an Expert makes no representations and warranties, and expressly disclaims any statutory or implied warranties of merchantability, fitness for a particular purpose or non-infringement in respect of any Solution. Experts must have PayPal accounts in order to receive payments. CodersClan shall have no obligation to make payment in any manner except to a PayPal account. If an Expert does not have a PayPal account, CodersClan will hold payment amounts for no longer than one year until an Expert obtains a PayPal account. Unpaid amounts shall be forefeited  if the Expert has not provided CodersClan with notice of the applicable PayPal account by the conclusion of such one year period.


Rights in Solutions


Rights in Solutions Posted in Private Forums: Postings may be posted in Private Forums.  A posting in a Private Forum may state that it is offering a specific bounty in consideration for rights to an accepted Solution pursuant to the Apache 2.0 license. Alternatively, a posting in a Private Forum may state that it is offering a specific bounty in consideration for full ownership of the accepted Solution. Experts will retain all right, and title in any Solutions posted in Private Forums, until and unless that Solution is accepted by the applicable Poster and the applicable Poster makes payment in respect thereof in accordance with these Terms.


If an Expert has been informed by the Poster through the Site that its Solution posted in a Private Forum has been accepted, and the posting stated that the specific bounty is being offered in consideration for rights to such Solution pursuant to the Apache 2.0 license, then such Expert hereby grants the applicable Poster all rights in the Solution pursuant to the Apache 2.0 license. Such license is subject to the Expert being paid the specified bounty according to the terms and conditions of these Terms. As such, if the Poster does not make the required payment within 30 days of the due date set forth in these terms, the license set forth herein shall be retroactively terminated.  This license, if not retroactively terminated, survives the termination or expiration of these Terms for any reason.


If an Expert has been informed by the Poster through the Site that its Solution posted in a Private Forum has been accepted, and the posting stated that the specific bounty is being offered in consideration for full ownership of the Solution, then such Expert hereby assigns the applicable Poster all right, title and interest in the Solution (including any moral or similar rights); to the extent any of the rights, title and interest in and to Solution (including any moral or similar rights) cannot be assigned under applicable law by the Expert to the Poster, the Expert hereby grants to the Poster an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, titles and interests, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Solution;  to the extent any of the rights, title and interest in and to the Solution (including any moral or similar rights) can neither be assigned nor licensed by the Expert to the Poster, the Expert hereby irrevocably waives and agrees never to assert the non-assignable and non-licensable rights, title and interest against the Poster, any of its successors in interest, or any of its customers; in no event shall the Expert make any use of the Solution save as for the benefit of the Poster as expressly set forth herein; the Expert agrees to perform, at the Poster’s reasonable expense, during and after the term of this Terms, all acts that the Poster deems necessary or desirable to permit and assist the Poster in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Solution pursuant to these terms; if the Poster is unable for any reason to secure the Expert’s signature to any document required to file, prosecute, register or memorialize the assignment of any rights as provided under these Terms, the Expert hereby irrevocably designates and appoints the Poster (or its duly authorized officers and agents) as its agents and attorneys-in-fact to act for and on its behalf and instead of it to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights in, to and under the Solution, all with the same legal force and effect as if executed by the Expert.  The foregoing is deemed a power coupled with an interest and is irrevocable. The foregoing assignment and licenses are subject to the Expert being paid the specified bounty according to the terms and conditions of these Terms. As such, if the Poster does not make the required payment within 30 days of the due date set forth in these Terms, the assignment and licenses set forth herein shall be retroactively terminated and of no effect. All assignments and licenses set forth herein, if not retroactively terminated, survive the termination or expiration of these Terms for any reason. CodersClan does not guarantee that an Expert will actually perform any of the actions set forth in this provision, and does not accept any liability if an Expert does not perform any of such actions. 


In a Private Forum, if a Poster chooses to use several Solutions, the Poster shall be obligated to make payment of the full bounty in respect of each Solution unless the Experts that have posted the applicable Solutions have expressly agreed otherwise.


Rights in Solutions Posted in Public Forums: Postings may be posted in Public Forums.  A posting in a Public Forum may state that it is offering a specific bounty in consideration for rights to an accepted Solution pursuant to the Apache 2.0 license. Alternatively, a posting in a Public Forum may state that it is offering a specific bounty in consideration for full ownership of the accepted Solution. Experts retain all rights to Solutions posted in Public Forums, subject to the terms hereof.


If an Expert has been informed by the Poster through the Site that its Solution posted in a Public Forum has been accepted, and the posting stated that the specific bounty is being offered in consideration for rights to such Solution pursuant to the Apache 2.0 license, then upon payment of the specified bounty according to the terms and conditions of these Terms, all Experts that have posted Solutions in such Public Forum grant any and all third parties the right to use each and every Solution posted in such Public Forum pursuant to the Apache 2.0 license. Alternatively, if more than 7 days have passed since the last Solution (or modification thereof) was posted in the Public Forum, then any user of the Site may accept a Solution by making payment of the applicable bounty to the applicable Expert. Upon payment of the specified bounty according to the terms and conditions of these Terms by such third party, all Experts that have posted Solutions in such Public Forum grant any and all third parties the right to use each and every Solution posted in such Public Forum pursuant to the Apache 2.0 license. Any license granted hereunder shall survive the termination or expiration of these Terms for any reason. Payment of the bounty in this paragraph may be satisfied by making payment of portions or percentages of the bounty to any number of third party Experts that have posted Solutions in the Public Forum, so long as the entire amount of the bounty is paid to third party Experts that have posted Solutions in the Public Forum.


If an Expert has been informed by the Poster through the Site that its Solution posted in a Public Forum has been accepted, and the posting stated that the specific bounty is being offered in consideration for full ownership of the Solution, then upon payment of the specified bounty such Expert hereby assigns the applicable Poster all right, title and interest in the Solution (including any moral or similar rights); to the extent any of the rights, title and interest in and to Solution (including any moral or similar rights) cannot be assigned under applicable law by the Expert to the Poster, the Expert hereby grants to the Poster an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, titles and interests, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Solution;  to the extent any of the rights, title and interest in and to the Solution (including any moral or similar rights) can neither be assigned nor licensed by the Expert to the Poster, the Expert hereby irrevocably waives and agrees never to assert the non-assignable and non-licensable rights, title and interest against the Poster, any of its successors in interest, or any of its customers; in no event shall the Expert make any use of the Solution save as for the benefit of the Poster as expressly set forth herein; the Expert agrees to perform, at the Poster’s reasonable expense, during and after the term of this Terms, all acts that the Poster deems necessary or desirable to permit and assist the Poster in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Solution pursuant to these terms; if the Poster is unable for any reason to secure the Expert’s signature to any document required to file, prosecute, register or memorialize the assignment of any rights as provided under these Terms, the Expert hereby irrevocably designates and appoints the Poster (or its duly authorized officers and agents) as its agents and attorneys-in-fact to act for and on its behalf and instead of it to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights in, to and under the Solution, all with the same legal force and effect as if executed by the Expert.  The foregoing is deemed a power coupled with an interest and is irrevocable. The foregoing assignment and licenses are subject to the Expert being paid the specified bounty according to the terms and conditions of these Terms. As such, if the Poster does not make the required payment within 30 days of the due date set forth in these Terms, the assignment and licenses set forth herein shall be retroactively terminated and of no effect. All assignments and licenses set forth herein, if not retroactively terminated, survive the termination or expiration of these Terms for any reason. CodersClan does not guarantee that an Expert will actually perform any of the actions set forth in this provision, and does not accept any liability if an Expert does not perform any of such actions. Upon payment of the specified bounty according to the terms and conditions of these Terms, all Experts that have posted Solutions in such Public Forum (except the Expert whose Solution was accepted) grant any and all third parties the right to use each and every Solution posted in such Public Forum pursuant to the Apache 2.0 license. Alternatively, if more than 7 days have passed since the last Solution (or modification thereof) was posted in the Public Forum, then any user of the Site may accept a Solution by making payment of the applicable bounty to the applicable Expert. Upon payment of the specified bounty according to the terms and conditions of these Terms by such third party, all Experts that have posted Solutions in such Public Forum grant any and all third parties the right to use each and every Solution posted in such Public Forum pursuant to the Apache 2.0 license. Any license granted hereunder shall survive the termination or expiration of these Terms for any reason.


Payment: If you accept any Solution, you shall make full payment of any bounty offered in respect of such Solution. Payment shall be made to CodersClan according to instructions and payment mechanisms available on the Site, which CodersClan may modify from time to time. CodersClan shall distribute the funds as per your instructions. All payment distribution instructions must be clear and unambiguous, and CodersClan shall have no liability for distributing funds based on unclear or ambiguous instructions. CodersClan shall receive a percentage of all payments as set forth in more detail on the Site. CodersClan may waive such percentage at any time in its sole discretion, and any such waiver shall be set forth in more detail on the Site and shall be interpreted narrowly to only apply as expressly set forth therein. Payment shall be made within 10 days of your acceptance of any Solution through the Site. You shall add VAT, sales tax, use or excise taxes to any payments made hereunder as required by law. You shall not withhold or deduct any amounts from payments made hereunder, except as required by applicable law or regulation. If you are required by applicable law or regulation to withhold or deduct any amounts from payments made hereunder, you shall promptly inform both CodersClan and the applicable Expert of such requirement, and you shall make payment of additional amounts such that CodersClan or the applicable expert shall receive the full amount of the applicable payment as if no such withholding or deduction was required. You shall transfer all deducted or withheld amounts to the applicable government or tax authority. You shall provide the applicable Expert, upon request, with proof of such payment to the applicable government or tax authority. All Posters and Experts shall make commercially reasonable efforts to cooperate with CodersClan or each other, including completing and submitting required documentation, and including claiming benefits under an applicable tax treaty, to minimize or eliminate any requirement to withhold or deduct from amounts payable hereunder. CodersClan may withhold or deduct taxes and other government charges from payments, including as required by law.


If Poster does not accept a Solution or otherwise provide substantive feedback in respect of a Solution within 21 days of the last substantive addition or change to the Solution then the Solution shall be automatically deemed accepted by Poster. In such event, (a) CodersClan reserves the right to transfer any amounts prepaid or deposited by the applicable Poster to the applicable Experts and (b) in the event a number of Experts participated in the creation of the Solution, CodersClan may allocate such amounts among such Experts as determined by CodersClan in its sole discretion. If no Expert makes any substantive change to a Solution within 21 days of a Poster providing substantive feedback in respect of the Solution then CodersClan may in its sole discretion refund to Poster any applicable amounts not yet transferred to an Expert. For the avoidance of doubt, if CodersClan refunds any such amounts in respect of a Solution then unless expressly stated otherwise herein Poster shall have no rights in respect of the applicable Solution.


Intellectual Property


Aside from any Solutions available on the Site, CodersClan and its licensors own the Site, including all worldwide intellectual property rights in the Site, and the trademarks, service marks, and logos contained therein.  Except as expressly permitted herein, you may not copy, further modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Site or any User Content (as defined below) appearing in the Site.  You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Site. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of CodersClan or any third party.


You may not or attempt to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Site; (b) circumvent, disable, or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any User Content; (c) use any robot, spider, site search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any content available on the Site, except pursuant to and in compliance with the applicable robot.txt file on the Site; (d) harvest, collect or mine information about users of the Site; or (e) use or access another user’s account or password.


User Communications, Reviews and Ratings


CodersClan allows you to post descriptions of problems on the Site, as well as proposed Solutions. In addition, CodersClan may allow you to post reviews and ratings of other users, or of problems and Solutions. We refer to all of the foregoing, as well as any other content posted or transmitted by any user of the Site, as “User Content”.


CodersClan has no obligation to accept, display, review or maintain any User Content. Moreover, CodersClan reserves the right to edit, delete, distort or move user Content from the Site without notice for any reason at any time. Any User Content posted or submitted in a Public Forum shall not be considered confidential and may be disseminated by CodersClan without any compensation to you. As such, you should have no expectation of privacy in any content that you submit in a Public Forum. The foregoing provision does not apply to Solutions – rights applicable to any Solution are described above under the heading “Rights in Solutions”. CODERSCLAN DOES NOT ENDORSE ANY CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED BY ANY USER AND CODERSCLAN EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT.


You are fully and solely responsible for any User Content you submit or post. You agree that you will not act in any way or transmit or post any User Content that: (a) restricts or inhibits use of the Site; (b) solicits another person’s password or other personal information under false pretenses; (c) impersonates another user or otherwise misrepresents yourself in any manner; (d) infringes (or results in the infringement of) the intellectual property, moral, publicity, or privacy rights of any third party; (e) is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (f) does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. (in the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction); or would cause CodersClan to be in violation of any law or regulation, or to infringe any right of any third party; (g) contains falsehoods or misrepresentations that may damage CodersClan or any third party; (h) imposes an unreasonably or disproportionately large load on our infrastructure; or (i) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (i) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (ii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (iii) pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor, (iv) any virus, worm, Trojan horse, or other harmful or disruptive component or (v) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.


CodersClan may choose at its sole discretion to monitor User Content for inappropriate or illegal behavior, including through automatic means; provided, however, that CodersClan reserves the right to treat User Content as content stored at the direction of users for which CodersClan will not exercise editorial control except when violations are directly brought to CodersClan’s attention.


By submitting or posting any User Content in a Public Forum, you grant CodersClan and its successors and assigns a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, and publicly perform such User Content on, through or in connection with the Site (including to post such User Content to any social media Internet sites or services) in any media formats and through any media channels, including without limitation, for commercially promoting the Site or any of our services. The foregoing provision does not apply to Solutions – rights applicable to Solutions are described under the heading “Rights in Solutions”.


Copyright Infringement


CodersClan respects the intellectual property rights of others and expects its users to do the same. CodersClan will remove all infringing User Content if properly notified that it infringes third party intellectual property rights, and may do so at its sole discretion, without prior notice to users at any time.


Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is our policy to respond expeditiously to copyright owners who believe material appearing on the Site infringes their rights.  If you believe that something appearing on the Site infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. It is CodersClan’s policy to terminate the account of repeat infringers in appropriate circumstances, taking all facts and circumstances into account. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to our copyright agent: copyright@codersclan.com.


Disclaimers & Disclaimer of Warranty


Your use of the Site and/or User Content is at your sole discretion and risk. The Site and/or User Content are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from CodersClan. CODERSCLAN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE Site AND/OR USER CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CODERSCLAN DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE Site AND/OR USER CONTENT; OR (II) THAT THE Site WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE Site. CODERSCLAN DOES NOT WARRANT THAT YOU WILL RECEIVE ANY USEFUL CODE OR SOLUTIONS THROUGH THE SITE, AND DOES NOT WARRANT THAT YOU WILL RECEIVE ANY SOLUTIONS PRIOR TO ANY DEADLINE SET ON THE SITE.


Content on the Site originates from a variety of sources. CODERSCLAN DOES NOT WARRANT THAT ANY OFFERED SOLUTION SATISFIES ANY SPECIFICATIONS OR REQUIREMENTS, AND DOES NOT WARRANT THAT ANY OFFERED SOLUTION DOES NOT INFRINGE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. CODERSCLAN CANNOT AND DOES NOT EXAMINE EVERY SOLUTION AND DOES NOT ACCEPT RESPONSIBILITY OR LIABILITY FOR ANY SOLUTION POSTED ON THE SITE. CODERSCLAN DOES NOT WARRANT THAT ANY USER CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. CODERSCLAN IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE USER CONTENT POSTED ON THE SITE. CODERSCLAN CANNOT AND DOES NOT ACCEPT ANY LIABILITY FOR ANY RELIANCE BY YOU ON ANY USER CONTENT. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the User Content information at any time without prior notice (including after you have submitted a request to borrow any materials).


YOU MUST REVIEW ALL CODE YOU HAVE OBTAINED THROUGH THE SITE (INCLUDING ANY BINARIES RECEIVED FROM ANY USER OF THE SITE OR ANY THIRD PARTY) TO ENSURE THAT SUCH CODE DOES NOT CONTAIN ANY VIRUS, WORMS OR OTHER MALICIOUS CODE. CODERSCLAN DOES NOT ACCEPT ANY LIABILITY IN RESPECT OF ANY CODE YOU MAY RECEIVE FROM ANY USER OF THE SITE OR THIRD PARTY. ALL USE OF SUCH CODE IS AT YOUR OWN RISK.


CODERSCLAN SHALL HAVE NO LIABILITY IN RESPECT OF THE FAILURE OF ANY POSTER OR THIRD PARTY TO MAKE ANY PAYMENT. ANY EXPERT OR THIRD PARTY THAT HAS CLAIMS IN RESPECT OF UNPAID AMOUNTS MUST DIRECT SUCH CLAIMS TO THE APPLICABLE PAYOR, AND CODERSCLAN SHALL NOT HAVE ANY LIABILITY IN RESPECT THEREOF.


You understand that CodersClan is not responsible for the accuracy, usefulness, safety, appropriateness of or infringement by any User Content available on the Site.  Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials that you may be involuntarily exposed to such offensive or obscene materials, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against CodersClan with respect to thereto. It is also possible for others to obtain personal information about you due to your use of the Site, including through any User Content that you make available through your account. Anyone receiving or viewing User Content may use your information (such as your contact details, location or description of materials that are made available) for purposes other than what you intended. We are not responsible for the use of any personal information that you disclose on the Site or through any User Content. By making any information (including your contact details, location or description of materials) available through the Site you acknowledge that you understand and have agreed to such risks. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SITE OR OTHERWISE.


In addition, CodersClan acts as an intermediary and makes connections between various users but cannot and does not accept any responsibility for the actions of any Posters, Experts or other users. WE DISCLAIM ALL LIABILITY FOR ANY FAILURE OF A POSTER TO MAKE PAYMENT OF ANY BOUNTRY OR SATISFY ANY OTHER OBLIGATIONS OF SUCH POSTER. WE DISCLAIM ALL LIABILITY FOR THE FAILURE OF ANY SOLUTION TO SATISFY ANY SPECIFIATIONS, REQUIREMENTS OR WARRANTIES AND REPRESENTATIONS SET FORTH IN THESE TERMS, OR AN EXPERT’S FAILURE TO SATISFY ANY OF ITS OBLIGATIONS. IF YOU USE ANY SOLUTION ON THIS SITE, THEN YOU DO AT YOUR OWN RISK AND CODERSCLAN SHALL NOT HAVE ANY LIABILITY THEREFOR.


No advice or information, whether oral or written, obtained by you from CodersClan, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.


Limitation of Liability


IN NO EVENT SHALL CODERSCLAN OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE Site OR USER CONTENT, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE Site, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CODERSCLAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL CODERSCLAN'S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO CODERSCLAN FOR USE OF THE Site. IF YOU HAVE NOT MADE ANY PAYMENTS TO CODERSCLAN FOR THE USE OF THE Site, THEN CODERSCLAN SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.


In addition to the foregoing, CodersClan assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User Content. CodersClan is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Site, including any injury or damage to users or to any person's mobile device or computer related to or resulting from participation or downloading materials in connection with the Site. UNDER NO CIRCUMSTANCES SHALL CODERSCLAN BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE, FROM ANY USER CONTENT POSTED ON OR THROUGH THE SITE, OR FROM THE CONDUCT OF ANY USERS OF THE SITE, WHETHER ONLINE OR OFFLINE, OR IN CONNECTION WITH ANY BORROWING OR LENDING.


CodersClan cannot and does not take any responsibility or liability in respect of the actions, errors or omissions of any users. PLEASE BE AWARE THAT CODERSCLAN HAS NOT INVESTIGATED THE BACKGROUND OR HISTORY OF ANY POSTER, EXPERT OR OTHER USER AND DOES NOT HAVE THE CAPABILITY OF DOING SO. AS SUCH, YOUR INTERACTION WITH ANY OTHER USER, including, without limitation, during communications, meetings, agreements or other dealings, INCLUDING IN THE CONTEXT OF LENDING OR BORROWING OR NEGOTIATING THE SAME, IS AT YOUR OWN RISK. PLEASE BE AWARE THAT CODERSCLAN HAS NOT INVESTIGATED THE suitability OR SAFETY OF ANY OF THE OFFERED MATERIALS. AS SUCH, USE OF THE OFFERED MATERIALS IS AT YOUR OWN RISK.


Indemnification


You agree to indemnify, defend, and hold harmless CodersClan and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Site, including any transactions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Site, including, without limitation, provision of services in connection with the Site shall be in compliance with all applicable laws, regulations and guidelines.


Miscellaneous


These Terms shall be governed by the law of the State of New York exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Any action to be brought in connection with these Terms or the Application shall be brought exclusively in the courts in the City of New York and you irrevocably consent to their jurisdiction. Any cause of action against CodersClan must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and CodersClan, or between you and any other user of CodersClan, or authorizes you to act on behalf of CodersClan or any other user of CodersClan. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between CodersClan and you, and between you and other users of CodersClan, pertaining to the subject matter hereof. CodersClan may assign its rights and obligations hereunder to any third party without prior notice. A Poster, solely to the extent acting in the capacity of a Poster on the Site, may assign its rights and obligations hereunder to any third party without prior notice. An Expert, to the extent not acting in the capacity of an Expert on the Site, may not assign any of its rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the email account (or other account of any service or social network) that you provided upon registration, and such notice shall be deemed received by you upon our transmission thereof. Any claim against ClodersClan must be brought by you in your individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum.


Last updated: March 2014