Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity) and CodeCones, Inc. ("CodeCones," "we," "us," or "our") concerning your access to and use of our website, AI-powered software solutions, APIs, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you do not have permission to access or use our Services.

2. Definitions

• "Client" means the individual or entity that has entered into an agreement with CodeCones for Services.
• "Deliverables" means the software, code, documentation, and other materials provided as part of our Services.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.
• "Confidential Information" means non-public information disclosed by either party.

3. Services Description

CodeCones provides:

• •Custom AI software development and consulting
• •Pre-built AI solutions and platforms (e.g., ResolveCX)
• •API access and integration services
• •Technical support and maintenance
• •Training and documentation

Specific services, deliverables, and timelines will be defined in separate Service Agreements or Statements of Work.

4. User Accounts and Responsibilities

Account Registration

• • You must provide accurate and complete information
• • You are responsible for maintaining account security
• • You must notify us immediately of unauthorized access
• • You are responsible for all activities under your account

Acceptable Use

You agree NOT to:

• • Violate any laws or regulations
• • Infringe on intellectual property rights
• • Transmit malware or harmful code
• • Attempt to gain unauthorized access to systems
• • Use Services for illegal or unethical purposes
• • Reverse engineer or decompile our software
• • Resell Services without written authorization

5. Intellectual Property Rights

CodeCones Property

We retain all rights to our pre-existing intellectual property, including but not limited to:

• • Proprietary software, algorithms, and methodologies
• • Trademarks, logos, and branding
• • Documentation and training materials
• • Website content and design

Client Property

You retain ownership of:

• • Your pre-existing data and content
• • Custom deliverables created specifically for you (as specified in agreements)
• • Your confidential information and trade secrets

License Grants

Subject to payment of fees, we grant you a non-exclusive, non-transferable license to use the Services during the term of your agreement. You grant us a license to use your data and content solely to provide the Services.

6. Payment Terms

Fees and Billing

• • Fees are as specified in your Service Agreement
• • Payment is due within 30 days of invoice date
• • Late payments incur 1.5% monthly interest or maximum allowed by law
• • All fees are non-refundable unless otherwise stated

Subscription Services

• • Subscriptions auto-renew unless canceled
• • Price changes require 30 days notice
• • Cancellation must be submitted before renewal date

7. Warranties and Disclaimers

Limited Warranty

We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for 90 days from delivery.

Disclaimers

8. Limitation of Liability

9. Indemnification

You agree to indemnify and hold harmless CodeCones, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including attorney fees) arising from:

• • Your use of the Services
• • Violation of these Terms
• • Infringement of third-party rights
• • Your data or content

10. Confidentiality

Both parties agree to:

• • Maintain confidentiality of disclosed information
• • Use confidential information only for intended purposes
• • Protect information with reasonable security measures
• • Not disclose to third parties without written consent

This obligation survives termination for 5 years, except for trade secrets which remain confidential indefinitely.

11. Termination

Either party may terminate:

• • For convenience with 30 days written notice
• • Immediately for material breach not cured within 15 days
• • Immediately for bankruptcy or insolvency

Upon termination, you must cease using Services, pay outstanding fees, and return or destroy our confidential information.

12. Governing Law and Disputes

These Terms are governed by the laws of California, United States, without regard to conflict of law principles.

Any disputes shall be resolved through binding arbitration under JAMS rules, except for claims seeking injunctive relief for intellectual property violations.

The prevailing party in any dispute shall be entitled to recover reasonable attorney fees and costs.

13. General Provisions

• Entire Agreement: These Terms and referenced agreements constitute the entire agreement between parties.
• Amendments: We may update these Terms with 30 days notice for material changes.
• Severability: If any provision is invalid, the remaining provisions continue in effect.
• No Waiver: Failure to enforce any right is not a waiver of that right.
• Assignment: You may not assign these Terms without our written consent.
• Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control.