TERMS OF USE

These Dashboard Terms of Use (these “Terms”) govern your right to access and use the Dashboard offered by Code3, LLC (“Code3”) as a tool for social media campaign monitoring. The term “you” in these Terms refers to you, the end user who is accessing the Dashboard, solely as authorized to view and use on behalf of your employer, a customer of Code3 (“Customer”). To the extent that there is any conflict between these Terms and an applicable master services agreement, statement of work, or insertion order that the Customer has signed with Code3, the terms of that signed agreement will control and govern. By using the Dashboard as described below, you agree to be bound by these Terms.

Dashboard

Our dashboard permits you to access certain content, data and reporting information with respect to certain advertising activity conducted by Customer or on Customer’s behalf in Code3 assisted campaigns (“Dashboard”). All information contained on the Dashboard is confidential. The Dashboard, and data and reports that may be generated or viewed with the Dashboard, may be used only for Customer’s internal business purposes. The Dashboard and any reports that you may generate with the Dashboard are provided as a convenience only, and may be estimated or not verified, and at all times is subject to revision and correction. As a result, we offer no representation or warranty as to the accuracy of this information. This information is to be used as a guide only. To the extent any information displayed conflicts with an invoice issued by Code3, the invoice shall at all times control and govern.

Account

To access the Dashboard, you must activate an account as directed by Code3. You are responsible for maintaining the confidentiality of your credentials. You are responsible for all activity under your account. Please notify us immediately of any unauthorized use of your password or account or any other breach of security.

Acceptance of these Terms

You represent that you are at least 18 years of age. If you use the Dashboard and thereby accept these Terms on behalf of Customer, you represent and warrant that you have full legal authority to bind Customer to these Terms. You represent and warrant that all of the information that you provide in connection with your Account is correct and current.

Your Rights and Obligations

By entering into these Terms, you acknowledge have read and agree with the Code3 privacy policy.
You are allowed to use the Dashboard solely for Customer’s internal business purposes. You will not:

• Access or attempt to access any data or account of any entity other than Customer;
• Provide your log-in credentials to anyone who is not an employee of Customer;
• Allow access to, or make available data from, the Dashboard to any competitor of Code3;
• Publicly display any data or reports generated from the Dashboard; and
• Cause or permit the reverse engineering, dissemble, or decompilation of any portion of the Dashboard; remove any copyright notices or other proprietary notices or restrictions from the Dashboard; conduct any benchmark or other performance tests of the Dashboard; distribute, sell, sublicense, rent, lease or use the Dashboard for time sharing, hosting, service provider or similar purposes.

Ownership

Code3 grants you a limited right and license during the Term to view the Dashboard. The Dashboard constitutes proprietary works of Code3 and its licensors, protected by copyright and other intellectual property laws. Except for the limited license granted herein, Code3 and its licensors retains all right, title and interest in and to the Dashboard.

Third Party Data and Trademarks

You agree and acknowledge that certain data or information presented in the Dashboard relies upon third party sources, and Code3 disclaims any responsibility for and has no obligation to independently verify such data for purposes of presentation in the Dashboard. Any third party trademarks presented remain the property of such third parties.

Term and Termination

The “Term” commences upon provisioning of your Account and continues until the expiration or termination of the applicable insertion order, statement of work, or master services agreement with Code3. You may discontinue using the Dashboard at any time. Likewise, we may at any time and for any reason, terminate your right to access the Dashboard and/or your Account. All provisions in these Terms that are intended to survive such termination, including the terms relating to reservation of intellectual property rights, disclaimers, limitation of liability, indemnification and general legal provisions shall survive and remain binding.

Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE DASHBOARD IS AT YOUR SOLE RISK AND THAT THE DASHBOARD IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM CODE3 OR ITS LICENSORS. YOUR USE OF THE DASHBOARD AND ANY MATERIAL DISPLAYED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DASHBOARD IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS, HARDWARE, FIRMWARE, SOFTWARE, OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. CODE3 WILL NOT BE HELD RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. EACH OF CODE3 AND ITS LICENSORS FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.

Limitation of Liability; Indemnity

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CODE3, ITS DIRECTORS, OFFICERS, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, LOST REVENUES OR LOST PROFITS, WHETHER OR NOT CODE3 OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. OTHER THAN ANY REVENUE SHARE THAT MAY BE PAYABLE TO YOU PURSUANT TO THESE TERMS OR ANOTHER APPLICABLE WRITTEN AGREEMENT WITH CODE3, IN NO EVENT SHALL CODE3’S LIABILITY TO YOU OR ANY OTHER PERSON EXCEED $500.00 IN THE AGGREGATE, WHETHER FOR ONE OR MORE CLAIMS.

Customer will hold harmless and indemnify Code3 and its affiliates, corporate parent, directors, licensors, officers, agents, employees, and contractors from any claim, suit or action arising from or related to the use of the Dashboard or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

Miscellaneous

These Terms constitute the entire legal agreement between you and Code3 and governs your use of the matters described in these Terms, excluding any services that Code3 may provide to you under a separate written agreement, and replaces or supersedes any prior or contemporaneous understandings, representations, discussions or understandings between you and Code3 relating to the matters described in these Terms. The relationship between you and Code3 is that of independent contractors. These Terms do not create or imply any partnership, agency, or joint venture. You agree that if Code3 does not exercise or enforce any legal right or remedy which is contained in these Terms, or which Code3 has the benefit of under any applicable law, this will not be taken to be a formal waiver of Code3’s rights and that those rights or remedies will still be available to Code3. If any court of law, having the jurisdiction to decide on such matter, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of these Terms. The remaining provisions of these Terms will continue to be valid and enforceable. You may not assign or transfer any of the rights in these Terms. Any such assignment or transfer is void. Other than with respect to rights to indemnification provided above, these Terms do not create any third-party beneficiary rights. These Terms, and your relationship with Code3 under these Terms, is governed by the laws of the State of New York without regard to its conflict of laws provisions. Both parties waive any right to a trial by jury.

Updated June 1, 2017