1. Codeable Partner Program Agreement and Terms of Service
Codeable ApS provides this Partner Agreement (the “Agreement”) which is a contract between you (the “Partner”) and Codeable ApS, a Danish corporation with its place of business at Strandvejen 292, 2930 Klampenborg, Denmark (“Codeable”). You must read, agree with and accept all of the terms and conditions contained in this Agreement.
BY CHECKING THE BOX AND CLICKING THE “ACTIVATE ACCOUNT” BUTTON, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT BE A PART OF CODABLE PARTNER PROGRAM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.
2. Codeable Partner Program
2.1 Purpose and scope of the Codeable Partner Program
The Codeable Partner Program (“Partner Program”) enables different categories of partners to refer prospects to Codeable. The Partners will be paid for the referral once the project is completed or will alternatively be able to opt to have the referred prospect to receive a discount on their project cost.
The Partner Program is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under the applicable legislation.
The Partner shall not violate any laws or third-party rights on or related to the Partner Program. The Partner agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.
2.4 Enforcement of the Partner Program
Codeable has the right, but not the obligation, to suspend the collaboration if Codeable believes that the Partner has violated or acted inconsistently with this Agreement or violated the rights of Codeable or those of another party. Without limiting Codeable’s other remedies, we may suspend or terminate the Agreement if: (i) you breach any terms and conditions of this Agreement or other written policies and procedures posted on our website; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause legal liability for you, the users of our website or for Codeable. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in penalties and sanctions.
3. Data Protection
3.1 Processing of personal data
3.2 Independent data controllers
Each party is an independent data controller and thereby responsible for the processing of personal data in relation to this Agreement. Each party must ensure to process personal data for own purposes in accordance with applicable data protection legislation. Consequently, the parties have not prepared a data processing agreement.
4.1 Proprietary Rights
Each Partner shall indemnify, hold harmless and defend Codeable and its subsidiaries, affiliates, officers, agents, employees, representatives and agents from any and all claims, damages, liabilities, costs, and expenses arising from or relating to any claim and judgement in case of infringement of Proprietary Rights or other rights of any third party.
5. Term and Termination
The term of this Agreement commences on the effective date, which means the date of the acceptance of this Agreement, and continues in effect until terminated.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party.
If there is an active project that is not completed at the time of the Partner’s termination or deactivation, Codeable will decide whether to allow either full or partial completion of the project and pay the Partner for the referral.
6. Limitation of Liability
IN NO EVENT WILL CODEABLE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR LITIGATION COSTS, DAMAGES, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF CODEABLE TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED U.S. $2,500. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
This Agreement supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between Codeable and the Partner.
6.2 Choice of Law
Any disputes involving Codeable arising out of or relating to this Agreement are subject to Danish law and the Copenhagen City Court has exclusive jurisdiction to determine any such dispute.
Resolution of Controversies and Disputes
Dealing with controversy
When a controversy arises between Codeable and a Partner the first step to take is to try and talk together in order to find a compromise and resolve it. If Codeable and the Partner are not able to reach an agreement by talking through the workroom, Codeable and the Partner will meet in a live call (Skype, Zoom or other electronic means). With disclosure, either party will have the right to record the call.