Terms of Service

These Terms of Service last updated as of February 25, 2020.

CoderPad, Inc. encourages you to carefully read these Terms of Service (the “Terms”) before using coderpad.io (“the Website” or “the Service”) operated by CoderPad, Inc. (referred to as “CoderPad”, “us”, “we”, or “our”). This Agreement sets forth the legally binding terms and conditions for your use of, or subscription to, CoderPad.io.

By accessing or using the Website in any manner, including, but not limited to, visiting or browsing the Website or contributing content or other materials to the Website, you agree to be bound by these Terms.

These Terms are made by and between the party on whose behalf they are accepted (the “Subscriber”, “you” or “your”) and CoderPad, Inc. If you are entering into or accepting these Terms on behalf of a legal entity, you represent and warrant that you have the right, authority and capacity to bind such entity to these Terms, in which case the term “Subscriber” or “you” shall refer to such entity. If you do not have such authority, or do not agree to be bound by all of the provisions of these Terms, do not access or use CoderPad’s services.

This Website is only intended for individuals who are at least 16 years of age. We do not knowingly encourage or solicit visitors to this Website who are under the age of 16 or knowingly collect personal data from anyone under the age of 16 without parental fiduciary consent.

License and Access

Subject to your compliance with these Terms, and your payment of any applicable fees, CoderPad grants you a limited, non-exclusive, non-transferable, non-sublicensable, personal license to access and make use of the Service. All rights not expressly granted to you in these Terms are reserved. You may not misuse the Service. You may use the Service only as permitted by law. The licenses granted by CoderPad will terminate automatically and without further notice if you do not comply with these Terms.

Account Types and Terms

Free Accounts and Trial Accounts: You may register for a free account on the Website. A free account does not provide you with access to all functionalities of the Service. Free accounts have a term that runs until you close the account or CoderPad terminates the account (which CoderPad may do at any time at its sole discretion and without notice for any reason).

You may request a free trial of the Service, which CoderPad may agree to provide at its sole discretion. You may not have more than one trial account at a time, and you may not serially sign up for trial accounts to avoid paying for the Service. A trial account is valid for seven (7) days unless otherwise agreed by CoderPad; however, CoderPad may at its sole discretion terminate any trial account immediately and without notice for any reason. After the seven (7) day trial period, if you do not sign up for a paid account, your trial account will become a free account with more limited functionality than trial accounts and paid accounts.

CoderPad provides free accounts and trial accounts for use on an “as is” basis, without any warranties of any kind, express or implied, and to the fullest extent permitted under applicable law, CoderPad disclaims all liability with respect to your access of the Website and use of the Service pursuant to a free account or a trial account.

Paid Accounts: Paid accounts for the Service are a month-by-month subscription, and automatically renew until 1) you stop paying the fees for the paid account or 2) the paid account is terminated in accordance with these Terms. There are different tiers of paid accounts available from CoderPad. More information regarding the account tiers and their pricing is available at https://coderpad.io/pricing. Subscribers may not have more than one paid account at a single company (including such company’s affiliates). If you stop paying the fees for a paid account, the account will become a free account and will have more limited functionality than the paid account.

The Service is billed in advance on a recurring monthly basis and payments are non-refundable. All fees will be paid in US dollars. There will be no refunds for cancellation of partial months of service. However, in the case of upgrades and downgrades of the Service tier which Subscriber is purchasing, Subscriber will be credited pro-rata for remaining unused time on the original plan. Downgrading your Service tier may cause the loss of certain features or capacity of the account; CoderPad does not accept any liability for such loss.

All paid plans require a valid credit card or advance arrangement of a custom billing plan unless otherwise agreed by CoderPad.

If any subscription paid by credit card is 21 or more days overdue, we may, without limiting any rights and remedies, cease the provision of Service to Subscriber until the overdue amount is paid in full.

Passwords

Prior to gaining access to certain functionalities of the Service, we may require you to set up a username and password (“Passwords”) as set forth in the account registration procedures provided to you or posted on the Website. You agree to comply with any procedures specified by CoderPad from time to time regarding obtaining and updating Passwords for the Website and the Service. You agree to assume sole responsibility for the security of Passwords used by you. Accounts are subject to cancellation or suspension by CoderPad at any time, including upon the misuse of the account or breach of these Terms. You agree that you will use your best efforts to prevent any third party from obtaining your Password, and you shall inform CoderPad immediately of any actual or potential unauthorized access to a Password or to the Website and/or the Service.

Subscriber’s Obligations & Responsibilities

Subscriber is solely responsible for ensuring that it has all rights, licenses and permissions in and to information, data, software code and other materials (collectively, “Subscriber Data”) that it inputs to, transmits through and/or stores on the Service and the Website. Subscriber represents and warrants that it has all rights, licenses and permissions necessary to authorize CoderPad to receive, store and display such Subscriber Data for the purpose of providing the Service. Without limitation, Subscriber Data may include (i) contact data such as names, email addresses and other personally identifiable information, (ii) interview questions and coding examples used in the process of conducting interviews via the Service, and (iii) interview notes created by Subscriber or its personnel in the course of conducting such interviews.

Subscriber is also solely responsible for ensuring that each candidate whom Subscriber is interviewing via use of the Services is aware of and consents to these Terms with respect to the conduct of such interview and the candidate’s use of the Website and the Service for the purpose of participating in such interview. This includes making the candidate aware that his/her coding efforts as demonstrated in the course of the interview will be stored by CoderPad and will be accessible by Subscriber after the conclusion of the interview.

In addition, Subscriber shall: 1. use the Service in accordance with the Agreement; 2. safeguard user emails and Passwords used to access the Service and prevent unauthorized access to or use of the Service; 3. promptly notify CoderPad of any unauthorized access, access attempts, or use of the Service; 4. not use the Service to store, transmit or display Subscriber Data for fraudulent purposes or in violation of applicable laws and governmental regulations; 5. not conduct interviews via the Service or otherwise use the Service in a manner that violates applicable laws, including laws that prohibit discrimination in hiring and employment on the basis of race, color, national origin, religion, age, sex (gender), sexual orientation, or physical or mental disability; 6. not make the Service available to, or use the Service for the benefit of, anyone other than Subscriber’s own personnel or end users; 7. not use the Service to store, transmit or display code, files, scripts, agents, or programs intended to do harm, including viruses, worms, Trojan horses, spyware, ransomware or code that damages or destroys data or networks on which data is stored (“Malicious Code”); 8. not interfere with or disrupt the integrity or performance of the Service or any third-party technology contained therein; 9. not attempt to gain unauthorized access to any of CoderPad’s data centers, systems or networks; 10. not permit direct or indirect access to or use the Service in a way that circumvents a usage or capacity limit of the Service; 11. not sell, resell, license, sublicense, distribute, redistribute, rent, or lease the Service; 12. not copy, modify or create a derivative work of the Service or any part thereof; 13. not access the Service or use the documentation to develop a competing product or service; 14. not reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the source code of the Service, except as permitted by applicable laws or governmental regulations; 15. not alter, remove or obscure any copyright, trademark or other proprietary notices on the Service; 16. not extract, mine or ‘scrape’ data or content from the Service, whether manually or via automated means; 17. not use the Service or underlying infrastructure for cryptocurrency mining purposes or any other purpose that is not the authorized intent of CoderPad; 18. not use any meta tags or any other “hidden text” utilizing CoderPad’s name or trademarks without the express written consent of CoderPad; 19. obtain and maintain appropriate equipment and ancillary services needed to connect to, access or otherwise use the Service, including hardware, servers, software, operating systems, VPNs and internet access; 20. obtain and maintain any required consents necessary to permit the processing of Subscriber Data by CoderPad under these Terms; and 21. obtain and maintain any consents necessary to permit the processing by CoderPad of the personal information of Subscriber’s personnel who serve as Subscriber’s designated agents for purposes of the Service and these Terms.

Termination

We may terminate access to the Service: (a) immediately and without notice, in the event CoderPad determines that Subscriber’s use of the Service violates these Terms or CoderPad’s intellectual property rights, or poses a threat to the functionality of the Service or to the security of data contained on or transmitted through the Service; (b) immediately and without notice, with respect to any trial accounts; or © without cause, with respect to any paid accounts, by giving notice that access will terminate at the end of the then-current month of paid-for Service.

If you no longer wish to use the Service, Subscriber is solely responsible for properly terminating its subscription. To terminate a subscription, the Subscriber is to select “Cancel Paid Plan” in the Billing subsection of the Website.

All items owned by Subscriber as specified in the “Subscriber Ownership and Content” section of these Terms shall remain available to Subscriber in CoderPad for a period of up to thirty (30) days after termination for any reason, but all other features of the Service may be unavailable or greatly curtailed. After such thirty (30) day period, CoderPad may (but is not obligated to) permanently destroy any or all copies of your Subscriber Data and other content that you or candidates that you interviewed via the Service may have provided to CoderPad.

CoderPad Intellectual Property

The Service, the software that CoderPad uses to operate the Service, and all intellectual property rights in and to the foregoing are and shall at all times remain the exclusive property of CoderPad and its licensors, and are protected by United States and international copyright and other intellectual property laws. All rights therein are expressly reserved by CoderPad, and no rights are granted to you other than that limited right to access and use the Service on the terms set forth in these Terms.

You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any CoderPad materials or intellectual property, in whole or in part.

If you provide us with any suggestions, comments or other feedback relating to the Service (whether existing, suggested or contemplated), which is or may be subject to any intellectual property rights (“Feedback”), such Feedback shall be exclusively owned by CoderPad. By providing such Feedback to CoderPad, you acknowledge and agree that it may be used by CoderPad in order to: (i) further develop, customize and improve of the Service, (ii) provide ongoing assistance and technical support, (iii) create aggregated statistical data and other aggregated and/or inferred information, which CoderPad may use to provide and improve its services, (iv) to enhance CoderPad data security and fraud prevention capabilities, and (v) to comply with any applicable laws and regulations.

In addition, you (1) represent and warrant that such Feedback does not infringe on any third party rights; (2) irrevocably assign to CoderPad any right, title and interest you may have in such Feedback; and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.

Subscriber Ownership and Content

Subscriber retains all rights, title and interest in the Subscriber Data, including all related intellectual property rights, input into, transmitted through, or stored by Subscriber within CoderPad.

You may at any time request a copy of your Subscriber Data from CoderPad, and if it is reasonably possible for CoderPad to provide it or make it accessible to you, we will. The data will be provided in an industry standard format as determined by CoderPad. CoderPad will use industry standard and commercially reasonable efforts to keep your Subscriber Data safe and secure, as described in these Terms and the CoderPad Privacy Policy. However, you are ultimately responsible for maintaining a backup of your Subscriber Data, as CoderPad cannot guarantee that data will never be lost or corrupted, and CoderPad does not take liability to reconstruct corrupted or lost Subscriber Data.

We reserve the right to monitor Subscriber Data and to remove or disable content that we, in our sole discretion, determine to be illegal, harmful, offensive, creating liability for CoderPad or its service providers, or otherwise in violation of these Terms or CoderPad operating policies. Without limiting the foregoing, CoderPad does not assume any obligation to perform such monitoring, and CoderPad does not make any representations or guarantees regarding content provided by other users of the Service.

Indemnification

We, at our expense, shall defend you and your officers, directors and employees (“Subscriber Indemnified Parties”) against any claim made or brought against any Subscriber Indemnified Party by a third party alleging that the Service as provided to you for use in accordance with these Terms infringes the intellectual property rights of a third party, and shall pay any damages finally awarded by a court or agreed to by you (with CoderPad’s consent) in a settlement with respect to such claim. The foregoing indemnity applies only if you have paid for a CoderPad account; it does not apply to Subscribers who have a free account or a trial account.

You, at your expense, shall indemnify, hold harmless and (if so requested by CoderPad) defend us and our directors, officers, employees, affiliates, partners, suppliers, agents, contractors and licensors, and each of their respective officers, directors, agents and employees (the “CoderPad Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (1) your access of use of the Website or the Service; (2) your breach of these Terms; (3) any Subscriber Data or other content you provide to CoderPad or transmit through or store on the Website or the Service; (4) any activity in which you engage on or through the Website or the Service; or (5) your violation of any law or the rights of a third party, including (a) use of the Service to conduct interviews in a discriminatory or otherwise illegal manner, or (b) the infringement by you of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of these Terms.

Confidentiality

Each party agrees to use reasonable efforts to maintain the secrecy and confidentiality of Confidential Information of the other party and to only use such Confidential Information as anticipated under these Terms. Confidential Information shall include the following: (i) any information clearly marked as confidential at the time of disclosure, and (ii) any intellectual property provided by CoderPad in the performance of the Service. The provisions of this section shall not apply to information that: (i) is disclosed or available to the public; (ii) is otherwise in the public domain at the time of disclosure or subsequently becomes part of the public domain through no fault of the receiving party; (iii) is already known to the receiving party without an obligation of confidentiality; (iv) is approved for release in writing by the disclosing party; or (v) the receiving party is compelled to disclose or deliver in response to a law, regulation, or governmental or court order (to the least extent necessary to comply with such order), provided that receiving party notifies the disclosing party promptly (if permitted under the order) upon receiving such order to give the disclosing party the opportunity to contest such order and cooperates in the contest action (at the disclosing party’s expense) if requested and permitted under the order.

Disclaimers; Limitation of Liability

Each party hereby represents and warrants to the other that it has the necessary authority to enter into and perform its obligations under these Terms, and without the consent of any third party or breach of any contract or agreement with a third party, that they have the necessary authority to enter these Terms, and that they shall comply with all laws applicable to the performance, use and receipt of the Service.

You agree and understand that the Service is only a tool that assists you in conducting interviews. CoderPad does not independently confirm the identity of any individual whom a Subscriber interviews through use of the Service. CoderPad does not evaluate any candidates interviewed by Subscribers using the Service, nor does CoderPad provide any guidance on the suitability of such candidates for employment or other engagement by Subscribers or any third party.

You agree and understand that the Service and all information, content, materials, products (including software) and other services included on or otherwise made available to you through the Service are provided by CoderPad on an “as is” and “as available” basis, unless otherwise agreed upon in writing by CoderPad. CoderPad makes no representations or warranties of any kind, express or implied, as to the operation of the Service, or the information, content, materials, products (including software) or other services included on or otherwise made available to you through the Service, unless otherwise agreed upon in writing by CoderPad. CoderPad, its affiliates, their respective employees, members, shareholders, agents, third party content providers and licensors, do not warrant that the Service will be uninterrupted or error free; nor does CoderPad make any warranty as to the results that may be obtained from use of the service, or as to the accuracy, reliability or content of any information provided through the Service.

In addition, CoderPad makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any third party applications (or the content thereof), user content, devices or any other product or service advertised, promoted or offered by a third party on or through the Service or any hyperlinked website and CoderPad is not responsible or liable for any transaction between you and third party providers of the foregoing. You expressly agree that your use of the Service is at your sole risk.

You agree that your sole and exclusive remedy for any problems or dissatisfaction with the Service is to stop using the Service. You agree that CoderPad has no obligation or liability arising from or related to third party content and services made available through or in connection with the Service, and while your relationship with such third party content and services may be governed by separate agreements with such third parties, your sole and exclusive remedy, as with respect to CoderPad, for any problems or dissatisfaction with third party content and services, is to stop using any such third party content and services.

To the fullest extent permissible by law, CoderPad disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, non-infringement and fitness for a particular purpose. CoderPad does not warrant that the Service, information, content, materials, products (including software) or other services included on or otherwise made available to you through the Service, CoderPad’s servers or electronic communications sent from CoderPad are free of viruses or other harmful components.

IN NO EVENT WILL (A) CODERPAD OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES UNDER OR IN CONNECTION WITH THESE TERMS OR SUBSCRIBER’S ACCESS AND USE OF THE WEBSITE AND THE SERVICE, OR (B) CODERPAD’S AGGREGATE LIABILITY (TOGETHER WITH ALL OF ITS AFFILIATES) ARISING OUT OF OR RELATED TO THESE TERMS OR SUBSCRIBER’S ACCESS AND USE OF THE WEBSITE AND THE SERVICE (REGARDLESS OF THE NUMBER OF INDIVIDUAL INCIDENTS GIVING RISE TO LIABILITY) EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBER HEREUNDER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE ABOVE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, AND REGARDLESS OF WHETHER REMAINING REMEDIES ARE DEEMED TO FAIL OF THEIR ESSENTIAL PURPOSE.

YOUR SOLE AND ALTERNATIVE REMEDY IF THE ABOVE STATED LIMITATIONS ARE FOUND TO FAIL OF THEIR ESSENTIAL PURPOSE SHALL BE PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED $100. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, CODERPAD’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THE FOREGOING SHALL NOT LIMIT CODERPAD’S LIABILITY FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.

Our Website may contain links to third-party websites that are not owned or controlled by CoderPad. CoderPad has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party Websites or services. We strongly advise you to read the terms and conditions and privacy policy of any third-party Website that you visit.

Governing Law

This Agreement (and any further rules, policies, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of the State of California, United States, without giving effect to any principles of conflicts of law.

Privacy Policy

CoderPad will process personal information in accordance with its then-current privacy policy when processing personal information (the “Privacy Policy”).

Changes To This Agreement

We reserve the right, at our sole discretion, to modify or replace these Terms by posting the updated Terms on the Website. Your continued use of the Website after any such changes constitutes your acceptance of the updated Terms.

Please review this Agreement periodically for changes. If you do not agree to any of this Agreement or any changes to this Agreement, do not use, access or continue to access the Website and discontinue any use of the Website immediately.

Miscellaneous

No Waiver. The failure of CoderPad to exercise or enforce any right or provision of these Terms shall not constitute a waiver of said right or provision.

Enforceability. If any portion of these Terms is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of these Terms shall continue to be enforceable and valid according to terms contained herein.

Export Control. You may not use or otherwise export or re-export the Service except as authorized by United States law and the laws of the jurisdiction(s) in which the Service was obtained. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Survival. The provisions of these Terms which by their express language or by their context are intended to survive the termination of these Terms shall survive such termination. Without limiting the generality of the foregoing, the disclaimers of warranty, intellectual property ownership, confidentiality, indemnity and limitations of liability shall survive any termination or expiration of this agreement.

Headings & Construction. The section titles in the Terms are for your convenience only and carry no contractual or legal effect whatsoever. The language in these Terms shall be interpreted in accordance with its fair meaning and shall not be strictly interpreted for or against either party.

Force Majeure. Neither party hereto shall be deemed to be in default of any provision of the Terms or for failure in performance, other than the obligation to pay amounts due hereunder when due, resulting from acts or events beyond the reasonable control of such party and arising without its fault or negligence, including, but not be limited to, acts of God, civil or military authority, interruption of electric or telecommunication services, civil disturbances, acts of war or terrorists, strikes, fires, floods or other catastrophes. Each Party shall use reasonable efforts to mitigate the effect of a force majeure event.

Contact. For purposes of providing notice contact us at: CoderPad, Inc., 995 Market Street, 2nd floor, San Francisco CA 94103.

California Consumer Privacy Act. With respect to the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 - 1798.199), as may be modified from time to time (collectively, “CCPA”), solely if applicable to you and solely with respect to data of your “Consumers” (as defined under the CCPA) which meets the definition of “Personal Information” under the CCPA and for which you are responsible under the CCPA (“Service Provider PI”), the parties agree that CoderPad acts as a “Service Provider” and you are a “Business” (as such terms are defined under the CCPA). CoderPad and you shall comply with our and your respective obligations under the CCPA. For example, CoderPad shall not sell your Service Provider PI or otherwise disclose your Service Provider PI for a commercial purpose. Notwithstanding the foregoing, you agree that in accordance with the CCPA, CoderPad may combine Personal Information of the end users of you or other Businesses for which CoderPad is a Service Provider for the purposes of detecting data security incidents or protecting against fraudulent or illegal activity. This combined Personal Information may include IP addresses, preferences, web pages visited prior to coming to your or another Business’ website, information about browser, network or device (such as browser type and version, operating system, internet service provider, preference settings, unique device IDs and language and other regional settings), and information about how end users interact with your or another Business’ website (such as timestamps, clicks, scrolling, browsing times and load times).