Terms of Service
Last Revision: July 26 of 2024
Welcome to Codly – the platform that allows you to create, distribute, and manage your own digital product without any coding. Codly is a visual and conversational product editing tool based on metadata and a cloud platform. You use the editing tool to build your products, which are hosted and run on Codly’s infrastructure.
These Terms of Service are essential to ensure a safe and fair experience for all users of our platform. We recommend that you read this document carefully, as it contains important information about your rights and responsibilities when using our services.
1. Definitions
Platform: Codly’s no-code tool for creating SaaS.
User: Any person or entity that accesses or uses the Platform.
Content: All materials, such as texts, graphics, data, and other information provided by Codly or uploaded by the User to the Platform.
Metadata: Structure that describes the structure and format of data, visualizations, integrations, and any other artifacts that are interpreted for the generation of a product on Codly.
2. Company Identification
Codly LTDA, registered under CNPJ No. 55.646.291/0001-81, headquartered in Brazil, at Avenida Paulista, 777, 15th floor, Suite 15, Room 1214, Bela Vista, São Paulo/SP, ZIP Code 01311-914, is responsible for operating the Codly platform (the “Platform”).
To contact us, send an email to codly@codly.com.br.
3. Acceptance of Terms
By accessing and using the Platform, you agree to comply with and be legally bound by these Terms of Service (the “Terms”). If you do not agree with these Terms, do not use the Platform.
4. Modifications to Terms
Codly reserves the right to modify these Terms at any time. Changes will be posted on the Platform and, except in cases of urgency or changes required by law, will take effect up to 30 days after their publication. Continued use of the Platform after these changes constitutes acceptance of them.
Notification of significant changes to the Terms will be sent to the registered email in advance. Continued use of the Platform after implementing any changes to the Terms will constitute your acceptance of those changes. If you do not agree with the changes, you must stop using the Platform immediately.
In cases of urgency or changes required by law, modifications to the Terms may be effective immediately, and users will be informed later via registered email or notifications on the Platform.
5. Eligibility
You are authorized to use the Services only if: (1) you represent that you can enter into a binding contract in your jurisdiction; (2) you comply with our terms of service; (3) you provide accurate and complete information when creating an account; (4) you acknowledge that you are solely responsible for the activity that occurs while connected or using the Services; and (5) you acknowledge your sole responsibility for your content submissions, including posts in discussions, profile information, links, images, and other similar content.
The Service is available only to individuals aged 13 or older. If you are 13 or older but younger than 18 or the legal age of majority where you reside if that jurisdiction has a more advanced age of majority, then you agree to review this Agreement with your parent or guardian to ensure that both you and your parent or guardian understand and agree to this Agreement. You agree to have your parent or guardian review and accept this Agreement on your behalf. If you are a parent or guardian accepting this Agreement on behalf of a child over 13, you agree and accept full responsibility for the child’s use of the Service, including all financial charges and legal liability they may incur.
6. Account Registration
Account Information: You must provide accurate and complete information during the registration process and keep this information updated. When registering, you provide us with some basic information, which may include an email address, user ID, and password (“Account Information”). To use the Services, you agree to provide Codly with true, accurate, current, and complete information about yourself and to keep this account information updated and accurate.
Account Security: You are responsible for maintaining the security of your account and password. Codly will not be liable for any loss or damage resulting from your failure to protect this information. You agree not to allow others to access your account. You are solely responsible for anything that happens due to your failure to maintain security and confidentiality, such as sharing your Account Information with others, and we will not be liable for any loss or damage resulting from your failure to comply with these obligations. If someone is using your account, notify us immediately.
You must notify Codly immediately of any unauthorized use of your account or any other security breach. Codly will not be liable for any losses or damages resulting from unauthorized use of your account.
Inactive Accounts: Accounts that remain inactive for more than 12 months may be deactivated. Deactivation of inactive accounts includes the loss of all data associated with the account. To reactivate a deactivated account, you will need to contact Codly support and provide the necessary information for reactivation.
Account Recovery: In case of password loss or account compromise, you can request account recovery through the recovery process available on the Platform. Codly will take all reasonable measures to assist in account recovery but will not be liable for any losses or damages resulting from failure to protect account information.
7. Use of the Platform
License: Codly grants you a limited, non-exclusive, non-transferable license to use the Platform in accordance with these Terms.
Restrictions: You agree not to:
• Use the Platform for any illegal purpose.
• Reverse engineer, decompile, or disassemble the Platform.
• Interfere with the operation of the Platform or attempt to gain unauthorized access.
• Use bots, automated scripts, or other technologies that interact with the Platform without prior authorization from Codly.
Integration with Third-Party Services: Our Platform may offer integrations with third-party services and APIs. Codly is not responsible for the content, accuracy, or operation of these third-party services. The use of these services will be subject to the terms and policies of the respective providers.
Prohibition of Inappropriate Content: You agree not to use the Platform to create, upload, or distribute content that promotes discrimination, hatred, violence, or any other type of inappropriate behavior.
Penalties for Misuse: Codly reserves the right to temporarily suspend or permanently terminate access for users who use the Platform inappropriately or illegally, as defined in these Terms.
Use of AI-Generated Data: The Platform may use AI-generated data. These data are provided “as is,” and Codly does not guarantee their accuracy or completeness. The user is responsible for reviewing and verifying the suitability of the generated data for their specific use.
Usage Limitations: The use of the Platform may be subject to limitations, such as the maximum number of projects or users allowed per account. These limitations will be specified in the subscription plan chosen by the user. Exceeding these limitations may result in additional charges or suspension of service.
8. User Content
Codly allows you and your end users to collect, upload, store, transmit, display, modify, and process (“Process”) data provided by or related to End Users or other persons (“User Data”) within the Applications you create using the Product. You are solely responsible for complying with all applicable laws, including, without limitation, all applicable privacy laws, concerning the User Data you Process in connection with your use of the Services or provide to Codly (or which Codly Processes on your behalf), and you represent and warrant that all such User Data have been collected and provided in accordance with all applicable data protection and privacy laws. You are responsible for providing your End Users with all legally required privacy notices and disclosures about the User Data you Process in connection with your Application and obtaining all legally required consents.
Ownership: You retain all rights to the content you create or upload to the Platform.
License: By uploading content to the Platform, you grant Codly a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, distribute, publish, and display that content, in all media and forms of media, for the purposes of operating, promoting, and improving the Platform, without any additional compensation to you.
Responsibility: You are solely responsible for the content you upload and must ensure that it does not violate third-party rights, any applicable law, and does not contain defamatory, obscene, or abusive material. Codly reserves the right to remove any content it deems inappropriate or that violates these Terms at any time without prior notice.
Copyrights and Trademarks: You are responsible for ensuring that any content uploaded to the Platform, including but not limited to, texts, graphics, and logos, does not infringe third-party copyrights or trademarks. In case of violation, you must indemnify Codly for any claims or damages resulting.
Content Backups: You are responsible for maintaining adequate backups of all content uploaded to the Platform. Codly performs regular backups but does not guarantee the recovery of all data in case of failure or loss.
9. Fees and Payments
Free Trial Period: If we choose to offer a free trial period, you can use the Platform at no cost during the specified period. If you decide to cancel your subscription during the trial period, no fees will be charged. After the trial period ends, standard subscription fees will be automatically applied unless you cancel your subscription before the trial period ends.
Trial Period Limitations: Eligibility for the free trial period is determined at our sole discretion, and we may limit this offer to prevent abuse. Previous users who have already enjoyed a free trial period may not be eligible for a new trial period.
Cancellation During the Trial Period: You can cancel your subscription at any time during the free trial period by accessing the account settings section on the Platform and selecting the cancellation option. No charges will be made if the cancellation is performed within the trial period.
Start of Charges: If you do not cancel your subscription before the end of the free trial period, your account will automatically be converted to a paid subscription, and standard fees will be charged using the provided payment method.
Freemium Plan: If we choose to offer a freemium plan, you will have access to the Platform for free with some basic features. To access additional features, you will need to subscribe to a paid plan. Codly may change this at any time.
Freemium Plan Features: The freemium plan allows limited access to the Platform’s features. Advanced or additional features may be available only to paid plan users.
Transition to Paid Plans: You can choose to upgrade to a paid plan at any time to access additional features. Details of paid plans, including pricing and features, will be available in the plans and pricing section of the Platform.
Payments: All payments must be made according to Codly’s specified terms, through accepted payment methods detailed on the payment page. Failure to pay may result in suspension or termination of your account.
Plan and Price Changes: Codly reserves the right to change its plans and prices at any time, either by adjusting the price table, the user exceeding any axes of the plans, or by changing the plan axes. Changes will be communicated with reasonable advance notice by email or notified on the Platform. Continued use of the Platform after such notifications constitutes acceptance of the price changes.
Cancellation of Paid Plan: If you choose a paid plan and wish to cancel, you can do so at any time through the account settings on the Platform. After cancellation, you will automatically revert to the freemium plan, without access to premium features.
Refunds: You may cancel your account at any time; however, there are no refunds for cancellation. In the event that Codly suspends or terminates your account or these Terms, you understand and agree that you will not receive any refund, whether for any unused time on a subscription, any license or subscription fees for any part of the service, any content or data associated with your user account, or for anything else.
10. Intellectual Property
Codly’s Rights: The Platform, including but not limited to the source code, databases, functionalities, software, platform designs, audio, video, text, photographs, and graphics, are the property of Codly or are licensed to Codly and are protected by Brazilian and international copyright, patent, trademark, and other intellectual property or proprietary rights laws. Codly retains all rights not expressly granted in these Terms.
User Rights and Metadata: By using the Platform to configure applications, the definitions you provide are used by Codly to automatically generate corresponding metadata. This metadata may be provided to you upon request; however, the code that interprets the metadata for product execution is Codly’s property and will not be provided under any circumstances.
Restrictions: Although Codly provides the functionality for creating products, you acknowledge that it is not possible to obtain the functional source code of the products generated in a way that they can operate outside the Platform context, as Codly does not generate traditional source code that can be independently executed outside the Platform, only product metadata. The code that interprets the metadata for product execution is Codly’s property and will not be provided under any circumstances.
Usage License: When configuring applications on the Platform, you retain full ownership of the provided configurations and any generated product. Codly has no rights to use, copy, modify, distribute, promote, or commercially exploit the generated products. Codly only provides the tool that facilitates the creation of these products.
Product Similarity: Codly is not responsible for similarities or correspondences between products created by different users using the Platform. Given the open and shared use nature of the Platform, multiple users may independently create products that resemble or are functionally identical.
Third-Party Content and Artificial Intelligence: The Platform may contain material, data, or information provided by users, third parties, or generated by artificial intelligence, for which Codly does not verify the truthfulness, quality, completeness, or legality. You agree that Codly is not responsible for any third-party content or AI-generated content made available through the Platform.
Data for Artificial Intelligence: Codly informs that it will use anonymized metadata of the products created on its platform as a database to improve and evolve its artificial intelligence, and this does not infringe any intellectual property rights of the end user, as by accepting these terms, the user is allowing such use.
Feedback and Suggestions License: By providing feedback or suggestions to Codly, you grant Codly a worldwide, non-exclusive, irrevocable, royalty-free license to use, modify, and incorporate these feedbacks or suggestions into any of its products or services without any obligation to compensate you.
Infringement Notification Policy: If you believe that any content available on the Platform infringes your intellectual property rights, contact us immediately via email at codly@codly.com.br. Provide all necessary information so we can investigate the claim and take appropriate measures.
11. Privacy Policy
The use of the Platform is also governed by Codly’s Privacy Policy, which describes how we collect, use, and protect your personal information. We comply with the Brazilian General Data Protection Law (LGPD) and the GDPR. You can access the Privacy Policy through the link available on the Platform.
12. Warranty Disclaimer
The Platform is provided “as is” and “as available.” Codly makes no warranties of any kind, express or implied, about the operation of the Platform or the accuracy of the content.
Codly does not guarantee the continuous availability or functionality of the Platform during scheduled maintenance periods, third-party service failures, or force majeure events, including but not limited to natural disasters, wars, acts of terrorism, strikes, and internet infrastructure failures.
13. Limitation of Liability
Codly will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising out of or related to the use of the Platform. Specific examples include but are not limited to data loss, business interruption, or costs of substitute services.
Financial Liability Limit: Codly’s total financial liability for any disputes arising out of or related to the use of the Platform will be limited to the amount paid by you to Codly in the last 12 months or R$ 1,000.00, whichever is less.
14. Indemnification
You agree to indemnify, defend, and hold harmless Codly and its affiliates from all claims, damages, losses, and expenses, including attorney fees, arising out of or related to your misuse of the Platform.
15. Termination
Codly reserves the right to terminate or suspend your access to the Platform at any time, with or without notice, for any reason, including but not limited to a breach of these Terms. You will be notified by email about the suspension or termination and informed about how to contest such a decision.
Termination by User: To request the deletion of your account and data, contact us via email at codly@codly.com.br. We will process your request according to our Privacy Policy and applicable laws. Your data will be deleted according to current regulations.
16. Confidentiality
General: “Confidential Information” means non-public or proprietary information disclosed by or on behalf of either party that (i) is marked or identified as “confidential” or with a similar designation, or (ii) by its nature or the circumstances of its disclosure, should be treated as confidential. The Platform, Documentation, and Usage Information are Codly’s Confidential Information. Each party may access the other party’s Confidential Information as a result of this Agreement. Confidential Information is the exclusive property of the disclosing party.
Use: Each party will use the Confidential Information only to fulfill its obligations under this Agreement and/or as contemplated by these Terms and the Privacy Policy. Each party will provide access to Confidential Information only on a “need-to-know” basis to its personnel, agents, and/or consultants bound by similar obligations as this Agreement. Confidential Information must be kept using methods at least as protective as those used to protect its own information of a similar nature, but in no event with less than a reasonable degree of care. Obligations under this section will apply during and for three (3) years after the termination of the Agreement, except in the case of Confidential Information that is trade secrets, in which case the obligations will remain in effect as long as the trade secret is maintained.
Exceptions: Confidential Information does not include information that (i) is publicly available at the time of disclosure or becomes publicly available without the recipient’s fault after disclosure; (ii) is legitimately learned by the recipient from entities not obligated to maintain such information as confidential; (iii) is independently developed by the recipient; or (iv) is approved for unrestricted disclosure by the disclosing party. Additionally, the recipient may disclose the other party’s Confidential Information as required by court order or applicable law (provided that, to the extent legally permitted, the recipient promptly notifies the other party of such requirement and cooperates with the other party’s reasonable efforts to prevent or limit the scope of such disclosure, at the other party’s expense).
Force Majeure: Codly will not be liable for any failure or delay in performing its obligations due to events beyond its reasonable control, including but not limited to natural disasters, wars, acts of terrorism, strikes, internet infrastructure failures, or any other force majeure event.
Communications: By creating an account on our service, you consent to use the provided email address to send service-related notices, including any notices required by law, instead of postal mail communication. We may also use your email address to send other messages, such as changes to service features and special offers. If you do not wish to receive such email messages, you can opt out or change your preferences using the unsubscribe link in the email. Opting out of these messages may prevent you from receiving messages about updates, improvements, or offers.
Service Changes: We may, without prior notice, modify or discontinue the service or service features for you or users in general. We may terminate or suspend your access to the service temporarily or permanently without prior notice and liability for any reason, including if, in our sole determination, you violate any provision of these Terms. Upon termination, you will continue to be bound by these Terms.
Usage and Diagnostic Data: We may collect, or you may provide us with, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). All Usage Data is the exclusive property of Codly. We may use, maintain, and/or process Usage Data for any legal purpose, including, without limitation: (a) providing and maintaining the service; (b) improving our products and services and developing new products, services, and/or features; (c) monitoring the use of the service; (d) for research and analysis; and (e) sharing analytics and other derived Usage Data with third parties, solely in anonymized or aggregated form.
17. Final Provisions
Governing Law: These Terms will be governed and interpreted in accordance with Brazilian law.
Dispute Resolution: Any dispute arising out of or related to these Terms will be resolved through binding arbitration in accordance with the rules of the São Paulo Arbitration Chamber, individually, and not as part of any class action.
Severability: If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.
Entire Agreement: These Terms constitute the entire agreement between you and Codly regarding the use of the Platform.
Brand and Metrics Use: You agree that Codly may use your brand, logo, and trade name in advertising, sales materials, and other promotional activities without additional authorization. Additionally, Codly may use anonymized metrics of your Platform usage for analysis, service improvement, marketing, and other legitimate commercial uses.
Assignment: You may not assign these Terms or any rights or obligations without Codly’s prior written consent. Subject to the foregoing, these Terms will benefit and be binding upon the parties and their respective successors and permitted assigns. Any attempt to assign in violation of this section will be void and without effect.
Compliance with Laws and Regulations: The Platform may be subject to U.S. export control laws and regulations and other jurisdictions. You represent that you are not listed on any U.S. government denied party list. You will not permit users to access or use the Platform in an embargoed country by the U.S. (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea (region of Ukraine)) or in violation of any U.S. export control laws or regulations.
U.S. Government Restricted Rights: Codly provides the Platform, including related software and technology, for federal end use only according to the following: Technical data and software-related rights to the Services include only those rights customarily provided to the public as defined in these Terms. This commercial license is provided per FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency requires rights not conveyed under these Terms, it must negotiate with Codly to determine if acceptable terms for transferring such rights exist, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
Divisibility: If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.
Waiver: A waiver of a breach of any term herein will not be construed as a waiver of any other term or breach herein.
Data Processing Addendum: The parties acknowledge and agree that, to the extent the provision of services under these Terms involves the processing of “personal data” as defined by the General Data Protection Regulation 2016/679 (“EU GDPR”) or the EU GDPR as part of UK law (“UK GDPR”), the terms of the Data Processing Addendum (as updated from time to time) will apply.
18. Acceptance
BY CLICKING THE “I AGREE” BUTTON, YOU INDICATE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS. IF YOU HAVE NOT READ THESE TERMS OR DO NOT AGREE TO BE LEGALLY BOUND BY THEM, CLICK “I DO NOT AGREE” AND DO NOT USE THE PLATFORM.