BY CLICKING “BUY NOW” OR BY OTHERWISE ACCESSING OR USING THE SERVICES (AS DEFINED HEREIN), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND CODA’S (AS DEFINED HEREIN) PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY CODA AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE FOR U.S. USERS. IF YOU ARE A USER IN THE UNITED STATES, except for certain kinds of disputes described in these Terms, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND CODA ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.
1. Scope and Acceptance
(a) The website (www.codapayments.com), along with access to it and all its links and functions;
(b) The Codashop mobile application, the Codashop website (www.codashop.com), and all other platforms through which Codashop is accessible (“Codashop”);
(c) User accounts registered through Codashop (a “Coda Account”);
(d) Payment facilitation and/or reselling services via Codapay or Codashop, wherein you may make purchases from Coda, its third-party merchants (the “Publishers”), and/or payment channel partners (the “Payment Channels”), and make payments through payment methods made available by Coda on the abovementioned platforms;
(e) The community forum (https://community.codashop.com) where users have the ability to post comments (“Codaclub”); and/or
(f) Other Coda applications, websites and/or services that link to these Terms.
1.1.3. Unless specified otherwise in these Terms, the Terms are hereby entered into and agreed upon between you and Coda Singapore.
1.2. Acceptance. By using any of the Services, you consent to and accept these Terms and agree to be bound by them. IF YOU DO NOT ACCEPT OR AGREE TO THE TERMS, YOU SHOULD IMMEDIATELY STOP USING AND/OR ACCESSING THE SERVICES.
1.3. Amendments. Coda reserves the right to make changes at any time on a going forward basis to these Terms or any of the policies or notices relating to its platforms, sites or applications that Coda may post on or link to from the Services (the “Amended Terms”). All Amended Terms are incorporated by this reference into, and made a part of, these Terms. Such changes will be effective immediately upon publication on www.codapayments.com, www.codashop.com, community.codashop.com (the “Coda Sites”), or other Coda applications, websites, and/or platforms. Coda will also post a notice on these platforms to inform users of the new Terms, and the date of the last revision is set out at the top of the Terms. It is your responsibility to regularly check the abovementioned sites for the latest version of the Terms. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Services. Your continued use of the Services or any of the foregoing platforms following any changes to the Terms shall be deemed as continued acceptance of the revised Terms.
1.4. Updates. Coda may provide new features, upgrades, updates, patches, and other modifications to the Services (collectively, the “variations”). We may update, patch, or modify the Coda Sites, the mobile application, or any of our platforms remotely. You hereby grant to Coda the right to deploy and apply such variations. All provisions of these Terms of Service shall also apply to all such variations.
2. Use of the Services
2.1. Application of Terms through use. These Terms shall apply regardless of how you access or use any of the Services, including but not limited to mobile devices, desktop devices, mobile applications, internet browsers, or any other device, application, or software.
2.2. License for use
2.2.1. Coda grants you a non-exclusive, non-transferable, revocable, limited right and license to access and use the Coda Sites and/or the Services for your personal and non-commercial use, subject to these Terms.
2.2.2. Coda reserves the right to suspend or terminate such license without prior notice to you if it is found that your use of the Services violates these Terms.
2.3. Access and use of Services and Coda Sites
2.3.1. The Services allow you to purchase limited rights to access and use certain digital content as described herein, such as gift codes, app/game credits, and vouchers from Coda or its Publishers via the Coda Sites or through the Publishers’ sites or platforms, and make payment for such purchases through the Payment Channels by:
(i) Redeeming or consuming prepaid mobile credits issued by your mobile network operator;
(ii) Having the value of such purchase added to your upcoming mobile bill issued by your mobile network operator; or
(iii) Using one of the other payment options offered by Coda’s payment channel partners, such as e-wallets, voucher redemptions, over-the-counter payments at participating convenience stores, credit cards, and bank transfers.
For the avoidance of doubt, these purchases do not include any assignment of or purchase of intellectual property rights in Coda’s Services or any digital content obtained through the Services.
2.3.2. Purchases made using the Services will be in one of two forms, where:
(a) You purchase gift codes, in-app/game credits, and vouchers directly from third-party Publishers (“Publisher Codes” or “Codes”) as the merchant on record, and Coda provides facilitation services to the Publishers by processing and collecting payments for the purchased Publisher Codes for and on the Publishers’ behalf;
(b) Coda resells the Publisher Codes directly to you, as the merchant on record.
2.3.3. Disclaimer. You acknowledge and understand that digital content (including gift codes, app/game credits, and vouchers) have no monetary value, are limited to use for games issued by the specific Publisher or for use in Codashop (as applicable), and cannot be transferred to another person or redeemed for “real” currency of any kind.
2.4. Payment facilitation and digital content reselling services
2.4.1. You initiate and make a purchase by choosing to purchase Publisher Codes via (i) the relevant Publisher’s site or mobile platform, where you will be routed to the Coda Sites to make payment; or (ii) Codashop.
2.4.2. To make payments via the Services, you must have a valid and eligible mobile phone account with one of our partner mobile network operators or a valid payment instrument issued or recognised by the Payment Channels.
2.4.3. You are fully liable for the use of your payment accounts or instruments via the Services. You acknowledge and accept that Coda has no liability for any unauthorised use or access by third persons of your accounts or your payment instruments.
2.4.5. Coda, the Publishers, and/or the Payment Channels reserve the right and discretion to reject or decline any transaction for any reason or set limits on transaction types and/or amounts.
2.5. Publisher Codes. In respect of Publisher Codes purchased through any of the Coda Sites or using any of the Services, the relevant Publishers that issued the purchased Codes, and not Coda, are solely responsible for redeeming the Codes, and for providing goods or services to you in exchange. Unless otherwise noted on the relevant product information page on the Coda Sites, Publisher Codes do not expire.
2.6. Modification of Services. Coda reserves the right to change, modify, suspend or discontinue the Services in part or whole at any time, with or without notice to you. Any changes or modifications may be reflected in these Terms according to the section on Amendments. Coda will have no liability for any change to the Services or any suspension or termination of your access to or use of the Service.
2.7. Taxes, charges, and fees. You are responsible for any applicable taxes, duties, currency exchange fees, data charges, and related charges on purchases that you make as a result of or in the course of using any of the Coda Sites or Services.
2.8. Disputes handling. If you are dissatisfied with any Publisher Codes purchased using the Services, or if you believe that you have been charged in error, please directly contact the following parties in order to resolve the issue:
(a) Coda, for purchases made on Codashop; or
(b) the Publisher, for all other transactions.
If you are unable to resolve the issue with the Publisher directly, you may file a dispute or complaint against the Publisher with us. You must not make any false or misleading statements when filing, or during the subsequent investigation of, a dispute. Coda will investigate all disputes that are filed with it and will make reasonable efforts to resolve them. However, the ultimate resolution of such disputes shall be at Coda’s sole discretion and Coda will have no liability for any unresolved disputes with Publisher.
2.9. Error handling. As part of or separate from the dispute handling process, Coda may determine that a mistake has been made that affects you. If Coda determines that you have been incorrectly charged or overcharged, Coda will, in its discretion, credit your account or otherwise arrange for a refund to rectify the mistake. If Coda concludes that you were not charged when you ought to have been, or that you have been undercharged, Coda may debit or charge your account or otherwise collect a payment to rectify the mistake accordingly.
3. Consumer Protection
3.1. Product Descriptions. Coda takes every effort to ensure that the product descriptions on Codashop are as accurate as possible. However, to the extent permitted by applicable law, we do not warrant that such product descriptions are complete and accurate.
3.2. Refunds. You acknowledge and understand that transactions successfully made using any of the Coda Sites or Services are final and non-cancellable. No returns will be accepted, and no refunds will be issued unless expressly specified otherwise in these Terms. In the event that a refund will be made to you after dispute and/or error handling as outlined in the sections on Disputes and Error Handling, the time frame to credit the refund to your bank or payment service account shall depend on the Payment Channel used or your bank or payment service provider.
4. Codashop User Accounts
4.1. Account services. At your option, you may register for a Coda Account, which allows you to:
(a) Post comments on Codaclub;
(b) Access certain reward schemes or promotions on Codashop;
(c) Track or keep records of purchase transactions you have made on Codashop; and
(d) Use any other features of the Services or the Coda Sites that may only be available to registered users.
4.2. Account verification. If you sign up for a Coda Account, you confirm that you have provided Coda with complete and accurate information about yourself for verification purposes, and that you are responsible for maintaining the confidentiality of your Coda Account, its password, and all activities that occur under your Coda Account. In the event of any unauthorised access to your Coda Account, you shall notify Coda immediately.
4.3. Transaction history. You may access a record of all your successful and failed purchases or top-ups on your Coda Account page at www.codashop.com. If there is any mistake or missing information, please contact us via the Codashop HELP widget. We will take the steps necessary to resolve the matter as soon as reasonably practicable.
4.4. Closure or suspension of Coda Account due to breach. Coda reserves the right at its sole discretion to permanently close or suspend your Coda Account or your access to it at any time if:
(a) You attempt to engage in, or indirectly or directly engage in any conduct prohibited under these Terms;
(b) You breach any clause of these Terms, and if the breach may be remedied, you fail to do so within thirty (30) days from receiving written notice from Coda specifying such breach;
(c) Coda is required to do so by any regulatory authority or law enforcement body;
(d) You become or are subject to bankruptcy proceedings;
(e) You have provided us with false or inaccurate information and have failed to provide us with the true or correct information within fifteen (15) days from receiving written notice from Coda requesting such information;
(f) Coda has determined that the security of your Coda Account has been compromised, or your account has been accessed in an unauthorised manner, and you fail to take action within five (5) days from receiving written notice from Coda specifying the required corrective actions;
(g) You fail to comply with these Terms or any additional terms that apply to the Services.
4.5. Voluntary closure of Coda Account by user. You can choose to close your Coda Account permanently, at any time and for any reason, upon giving thirty (30) days of prior written notice to Coda via www.codashop.com. All transactions that you have made prior to such closure must be paid, and Coda reserves the right to deduct from your balance any unpaid fees, surcharges, or costs that you may have incurred before closing your Coda Account.
5. Use of Codaclub and User Content
5.1. User Content. You are responsible for all content that you transmit, publish, share, send, or post, whether publicly or privately (the “User Content”), on Codaclub. Coda does not assume any responsibility or liability for the User Content, and it has no obligation to constantly monitor, moderate, or review the User Content. However, Coda may remove User Content that violates these Terms upon request by any other user or at its own discretion.
5.2. No misrepresentation. You shall not misrepresent your identity, impersonate any person or entity, or mislead other users as to the origin of the User Content that you transmit, publish, share, send, or post.
5.3. User Content restrictions. You shall not transmit, publish, share, send, or post User Content that:
(a) Harasses, bullies, or threatens other users, persons, or groups;
(b) Discriminates or promotes hate and/or violence against other users, persons, or groups, including on the basis of ethnicity, race, gender, sex, religion, disability, or any other identity trait or vulnerability;
(c) Is defamatory or libellous;
(d) Is offensive, obscene, graphic, or sexually explicit;
(e) Violates the prohibitions on user conduct as set out in the section on User Obligations;
(f) Infringes upon intellectual property rights in any way or violates the section on Use and Ownership of Intellectual Property;
(g) Invades the privacy of other users or persons in any way or violates the section on Personal Data and Confidential Information;
(h) Violates any other provision of these Terms or is in any way illegal or unlawful.
5.4. Rights over User Content. You represent and warrant that (i) you own or have the rights to transmit, publish, share, send, or post the User Content; and (ii) the User Content does not violate these Terms and any relevant laws or regulations applicable in your jurisdiction.
5.5. Removal of User Content. You accept and agree that Coda may remove your User Content if it violates this section on Codaclub or any part of these Terms, without prejudice to Coda’s discretion to suspend or close your Coda Account.
6. User Obligations
6.1. In respect of your purchases, you confirm that: (i) you are purchasing the Publisher Codes via the Services for your own exclusive and personal consumption; (ii) you shall have no right to reproduce, replicate, distribute or otherwise exploit any content, goods or services provided to you; and (iii) you at all times comply with all applicable laws, rules and regulations in your purchase and use of the Publisher Codes.
6.2. In using any of the Services, you shall not carry out any of the following acts, nor use the Services to engage in the following acts:
6.2.1. Fraud and unlawful conduct
(a) Use the Services in any way that violates any applicable law, ordinance, or regulation, or for any unlawful purpose;
(b) Use the Services to violate, intentionally or unintentionally, any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including without limitation laws and requirements (whether or not having the force of law) relating to anti-money laundering or counterterrorism;
(c) Use the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
(d) Disguise your origin, place of residence or any identifiers, intentionally or otherwise, to get around any geographical restrictions or avoid terms that apply to a specific country, to purchase products and/or services not available or applicable in your country of residence, or for any other unlawful purpose;
(e) Remove any proprietary notices from the Services;
(f) Charge others to use the Services;
(g) Use the Services for any commercial purpose or the benefit of any third-party or any manner not permitted by the licenses granted herein; or
(h) Use the Services for any fraudulent purposes.
6.2.2. Abuse, harassment, and interference with user experience
(a) Interfere with any other users’ use of the Services;
(b) Interfere with, manipulate, or disrupt the Services or servers or networks connected to the Services or any other users’ use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
(c) Disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
(d) Upload, post, email, transmit, or otherwise make available to any other user or person any material that contains software viruses, worms, Trojan horses or any other computer code, routines, files, or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;
(e) Upload, post, email, transmit, or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other unauthorised form of solicitation; or
(f) Upload, post, email, transmit, or otherwise make available any content through the Services that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or discriminatory, or otherwise objectionable.
6.2.3. Damage to Coda’s business, platforms, or Services
(a) Attempt to harm, disrupt, or otherwise engage in activity that diminishes the business and reputation of Coda and the capacity of the Coda Sites to serve other users, or hamper or interrupt the provision by Coda of the Services in any way;
(b) Attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures established by or for the benefit of Coda with respect to the Services and/or any data transmitted, processed or stored by Coda;
(c) Attempt to gain access to any account, computers, or networks related to the Coda Sites and Services without proper authorisation; or
(d) Take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, interfere with, or impair the Services or the servers or networks connected to the Services.
6.2.4. You understand that the enumeration of acts above is not exhaustive, and that acts analogous to those enumerated above, or those that are unlawful, fraudulent, abusive, or damaging in a similar manner, shall also be prohibited.
7. Use and Ownership of Intellectual Property
7.1. Coda owns or holds all necessary licenses to all intellectual property rights (including all existing and future copyright, trademarks and patent rights) in all information, text, material, graphics, logos, icons, sound recordings, software and source code on the Coda Sites, including the platforms through which Coda provides you the Services (“Subject Matters”).
7.2. Unless provided otherwise in these Terms, all third-party content on the Coda Sites is owned by or licensed to Coda in accordance with the relevant laws.
7.3. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant Coda an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.
7.4. Except as expressly authorised by these Terms, you have no right, title, or interest in or to the Subject Matters. You may not, without our express written permission (or that of our suppliers or licensors, where applicable), in any form or by any means:
(a) Adapt, reproduce, modify, display, perform, publish, distribute, disseminate, broadcast, circulate, or create derivative works from any of the Subject Matters (including, without limitation, the display and distribution of any of the Subject Matters via third-party websites or other networked computer environment); or
(b) Commercialise any information, goods or services from or in connection with any of the Subject Matters.
8. Personal Data and Confidential Information
8.2. User obligations relating to personal data
In using the Services, you agree not to in any way:
(a) Harvest or collect any information about or regarding other users or persons, including without limitation any personal data or information;
(b) Use the Services to collect or store personal data about other users or persons in connection with the prohibited conduct and activities set forth in the section on User Obligations; and
(c) Transmit, publish, share, disclose, or post another individual’s confidential or personal information.
8.3. Confidential information. You shall not upload, post, email, transmit, or otherwise make available through the Services any content that you do not have a right to make available under any law or under any contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
9. Indemnification and Liability
9.1. Indemnification. You agree to indemnify, defend, and hold harmless, Coda, its affiliates and subsidiaries, and their respective officers, directors, employees, agents, licensors, representatives, and third-party providers, from and against any and all claims, actions, proceedings, losses, liabilities, expenses, damages, and costs, including but not limited to attorneys’ fees, arising out of or in connection with your use of the Services and/or any violation by you of these Terms, any applicable law, or any dispute or issue between you and any third party.
9.2. Limitation of liability
9.2.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODA AND ITS RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR USE OF THE CODA SITES AND/OR THE SERVICES (INCLUDING THE INABILITY TO USE THE SERVICES), OR ANY PUBLISHER CODES PURCHASED OR TRANSACTIONS ENTERED INTO VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CODA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2.2. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL THE AGGREGATE LIABILITY OF CODA AND ITS RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS, AND REPRESENTATIVES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREIN, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE AMOUNT OF PAYMENT THAT YOU HAVE MADE VIA THE SERVICES FOR THE TRANSACTION GIVING RISE TO THE CLAIM FOR LIABILITY.
9.2.3. Coda shall in no event be liable to you for any failure or delay by Coda or its employees, agents, or representatives to perform its obligations under these Terms to the extent that such failure or delay is caused by an event or condition beyond its reasonable control. The laws of some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in these Terms. Coda’s liability is limited to the greatest extent permitted by law.
9.2.4. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim you may have arising out of these Terms must be brought or filed before the relevant tribunal in the jurisdiction where you are located within one (1) year after such claim could be first filed. Any claims brought after such period shall be forever barred.
10. No Warranty and Disclaimer
10.1. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPUTER SOFTWARE.
10.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CODA HEREBY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE CODA SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
10.3. Coda has no control over the quality, fitness for purpose, safety, reliability, legality, or any other aspect of any good or service provided by a Publisher that you purchase using the Services. Except as otherwise indicated in these Terms, Coda shall not be obliged to issue refunds if a purchase does not meet your expectations, or if the relevant Publisher does not fulfil its commitments, although Coda will make reasonable efforts to assist you in these matters as described under the sections on Disputes and Error Handling. Coda has no obligation, and cannot guarantee, that it will resolve any disputes related to your transaction to your satisfaction.
10.4. Coda may, at its sole discretion and at any time, suspend or terminate your access to or disable your use of the Services and/or the Coda Sites for any reason without prior notice to you, including if Coda suspects fraud, illegal, unauthorised or improper conduct on your part, or if you have breached any part of these Terms. Coda may also impose limits on the type and/or amount of transactions you are allowed to make using the Services at any time in our sole discretion without prior notice.
10.5. You agree and understand that the availability of the Services is dependent on the network and systems availability of our service providers, the Payment Channels, the Publishers, and/or our affiliates and subsidiaries.
10.6. The Services and/or any of the Coda Sites may from time to time be delayed, interrupted or disrupted for an indeterminate period of time. In the event of any of the abovementioned circumstances, Coda shall not be liable for any claims arising from or in connection with any such delays, interruptions, disruptions, limitations, suspensions, termination or the like to the Services and/or the Coda Sites.
11. General Provisions
11.2. Notices. We may make any notices that we may be required by law to make in electronic format (such as but not limited to when you visit the Coda Sites or platforms, via forms or emails, when Coda posts notices or updates to these Terms, or when Coda communicates with you via your email or mobile phone number). You consent to receive communications from us in electronic form and agree that all terms and conditions, notices, rules, disclosures, policies, and other communications from Coda provided electronically to you shall be deemed to satisfy any legal requirement relating to communications in writing and shall be deemed to be given on the date of the electronic communication.
11.3. No waiver. Coda’s failure or delay in enforcing any right or provision under these Terms shall not be construed as a waiver or limitation of its right to subsequently enforce these Terms and compel strict compliance therewith.
11.4. No endorsement. References to goods, services, and/or businesses on any of the Coda Sites do not constitute or imply an endorsement, approval or recommendation by Coda of those goods, services and/or businesses.
11.5. Termination. Coda may, at its sole discretion, terminate your access to any of the Coda Sites, the Services, and/or your Coda Account if you breach any of the Terms. In the event of termination, the provisions of the section on Indemnification and Liability shall survive.
11.6. Security. Coda takes all reasonable steps to preserve the security of the information that you provide to it. Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst Coda strives to protect all data transmissions over the Internet (including your information) and has adopted substantial measures to mitigate security risks, Coda does not warrant and cannot ensure the absolute security of any information which you transmit to Coda. As such, any information which you transmit to Coda is transmitted at your own risk.
11.7. Relationship. Nothing in these Terms is intended to or creates any type of joint venture, employee-employer, creditor-debtor, escrow, partnership, or any fiduciary relationship between you and Coda.
11.8. Assignment. You may not assign any of your rights or obligations under these Terms, or any part of it, to any other party without our prior written approval. Any attempt by you to do so without our prior written approval shall be deemed null and void. We are, however, entitled to assign these Terms and/or any of our obligations, in whole or in part, at any time, to any Coda affiliate or subsidiary or any third party, with or without notice to you.
11.10. Entire agreement. These Terms constitute the entire agreement between you and Coda, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings relating to the subject matter of these Terms. No modification or amendment of these Terms will be binding on Coda unless agreed to by Coda, set forth in writing, and published in the same manner as previously binding versions.
11.11. Separability. If any of the provisions of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
11.12.1. These Terms shall be governed by and construed according to the laws of Singapore without regard to its conflicts-of-law provisions.
11.12.2. We (or the relevant Coda entity) shall endeavour to amicably resolve any disputes that arise out of or in connection with these Terms (including any question regarding its existence, validity or termination), but in the event that such efforts shall fail, such dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference into this section on Governing Law. The seat of arbitration shall be Singapore, and the Tribunal shall consist of one (1) arbitrator. All arbitration proceedings shall be in the English language. The decision of the arbitrator shall be final and binding.
12. User Declarations
12.1. Age. The Services are not directed to persons under the age of majority in your country (a “minor”). Subject to specific age restrictions imposed in your country, and unless otherwise set forth in these Terms, permission and consent from a parent or legal guardian to use the Services is required for minors. By proceeding with the use of the Services, such parent or legal guardian will be deemed to have agreed to these Terms on the minor’s behalf and will be responsible for the use of the Services, including the creation and use of the minor’s Coda Account, purchases or transactions made by the minor, and whether or not the minor was under supervision during such purchase. As such, purchases cannot be cancelled on the ground that they were made without the permission, consent, and/or supervision of the parent or guardian.
12.2. Use for lawful purposes. You will use the Services for lawful purposes only and in accordance with these Terms and all applicable laws, rules, codes, directives, guidelines, policies and regulations.
12.3. Use of device. You warrant that you are using the Services or the Coda Sites on a machine or device over which you have ownership, or whose use by you has been authorised by the owner of such machine or device.
12.4. Use of payment instruments. You are solely liable for the use of your selected payment instruments in connection with our Services, and Coda shall have no liability to you or to any third party for any unauthorized use of your payment instruments in connection with the Services.
13. Contact Us
2. Provider of services. You understand and accept that the Services as defined are provided to you by Coda US LLC, a Delaware corporation, with a principal place of business at 10000 Washington Boulevard 6th Floor, Culver City, CA 90232 (“Coda US”), and that the Terms are hereby entered into and agreed upon between you and Coda US.
3. Eligibility; binding and enforceable effect. You must be at least 18-years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations You understand and accept that these Terms constitute a binding and enforceable contract between you and Coda US, and that the rights and obligations set out in these Terms shall be effective between you and Coda US when you signify your acceptance.
4. Content distribution. Coda US provides content distribution services in the United States via Codashop and sells the relevant Codes to you. Any references to the “Publisher” or “Publishers” in the Terms shall refer to Coda US.
5. Governing law and dispute resolution. These Terms shall be governed by and construed according to the laws of the State of California without regard to its conflicts-of-law provisions. The parties shall make good faith efforts to amicably resolve any disputes that arise out of or in connection with these Terms (including any question regarding its existence, validity or termination), but in the event that such efforts shall fail, subject to Section 6 of these US Provisions, either party may pursue any remedies available to it at law or in equity. You and Coda submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles County, California for resolution of any lawsuit or court proceeding permitted under these Terms.
(a) Generally. In the interest of resolving disputes between you and Coda in the most expedient and cost effective manner, and except as described herein, you and Coda agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CODA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
(b) Exceptions. Despite the provisions of Section 6(a), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (3) seek injunctive relief in a court of law in aid of arbitration; or (4) to file suit in a court of law to address an intellectual property infringement claim.
(c) Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 6 within 30 days after the date that you agree to these Terms by sending a letter to Coda US LLC, Attention: Legal Department – Arbitration Opt-Out, 10000 Washington Boulevard 6th Floor (WeWork), Culver City, California 90232 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Coda receives your Opt-Out Notice, this Section 6 will be void and any action arising out of these Terms will be resolved as set forth in Section 5. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
(d) Arbitrator. Any arbitration between you and Coda will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Coda. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
(e) Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Coda’s address for Notice is: Coda US LLC, 10000 Washington Boulevard 6th Floor (WeWork), Culver City, California 90232. The Notice of Arbitration must: (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Coda may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Coda must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Coda in settlement of the dispute prior to the award, Coda will pay to you the higher of: (3) the amount awarded by the arbitrator and (4) US$10,000.
(f) Fees. If you commence arbitration in accordance with these Terms, Coda will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, California, but if the claim is for US $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Coda for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
(g) No Class Actions. YOU AND CODA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Coda agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
(h) Modifications to this Arbitration Provision. If Coda makes any future change to this arbitration provision in Section 6, other than a change to Coda’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Coda’s address for Notice of Arbitration, in which case your account with Coda will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
(i) Enforceability. If Section 6(a) or the entirety of this Section 6 is found to be unenforceable, or if Coda receives an Opt-Out Notice from you, then the entirety of this Section 6 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 5 will govern any action arising out of or related to these Terms.
7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
8. Transactional Limits. Certain Services may be subject to certain financial or transactional limits. Specifically, the Services shall not provide prepaid access to funds in excess of $2,000 maximum value per electronic device or vehicle (card, code, electronic serial number, mobile identification number, or personal identification number) on any single day. In addition, in no event will Coda sell prepaid access to funds in excess of $10,000 to any one person on any single day.
9. Export. You represent and warrant that you are not located in a country or territory that is subject to economic sanctions or trade embargoes imposed by the U.S. Government (including Cuba, Iran, North Korea, Syria, and Crimea), that you are not listed on identified on any U.S. Government list of sanctioned parties, and that you will comply fully with all relevant export laws and regulations of the United States and other international trade laws applicable to your use of the Services.