CODEREPLACEMENTS.COM TERMS OF USE AGREEMENT

Following are the terms of use for the CodeReplacements.com website (the "Website"). The terms "we," "us," and "our" refer to the Website and its owner. The term "you" and "your" refers to the those accessing, using, and visiting this Website.

This Website is offered to you conditioned upon your acceptance of all of the terms set forth here (the "Terms"). By accessing or using this Website in any manner, you agree to be bound by the Terms. If you do not accept all of the Terms, do not use this Website.

We reserve the right at any time and in our sole discretion to change the Terms without prior notice. Your continued access or use of this Website constitutes your acceptance of the revised Terms.

Copyright and Trademark Notice
The text, software, computer code, scripts, code replacement extraction scripts, graphics, data, logos, and other content on and made available through this Website, as well as the infrastructure we use to provide such content, are protected by U.S. copyright law and international treaties and may not be copied without our express permission, for which we reserve all rights. Elements of this Website are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. Any redistribution or reproduction of any materials herein is strictly prohibited. Permission to use content may be granted on a case-by-case basis. Please contact us to make a request.

Unless otherwise provided by us in writing, our Code Replacement Subscription is for only a single user. You may not make the Subscription or the underlying code replacement extraction scripts available to others not covered by the subscription license.

Additionally, you agree not to:

  1. access, monitor, or copy any content of this Website using any robot, spider, scraper or other automated means or any manual process for any purpose;
  2. violate the restrictions in any robot exclusion headers on this Website or bypass or circumvent other measures employed to prevent or limit access to this Website;
  3. take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
  4. "frame," "mirror," or otherwise incorporate any part of this Website into any other website; or
  5. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used in connection with the Website.

Disclaimers and Limitations of Liability
THE INFORMATION FROM OR THROUGH THIS WEBSITE IS PROVIDED ON AN AS-IS BASIS AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION MAY CONTAIN ERRORS, PROBLEMS OR OTHER LIMITATIONS. CHECK YOUR EXTRACTION FILES AND CODES FOR ACCURACY.OUR SOLE AND ENTIRE MAXIMUM LIABILITY FOR ANY INACCURATE INFORMATION, FOR ANY REASON, AND USES SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE INFORMATION RECEIVED (IF ANY). WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

WE WOULD NOT PROVIDE THIS WEBSITE AND INFORMATION WITHOUT SUCH LIMITATIONS. NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, RELIABILITY, CURRENTNESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF THE INFORMATION TO A PARTICULAR SITUATION. SOME STATE STATUTES MAY APPLY REGARDING LIMITATION OF LIABILITY.

We make no representation that materials on the Website are appropriate or available for use outside the United States. Those who choose to access this Website from outside the United States do so on their own initiative and are responsible for compliance with local laws, if, and to the extent that local laws are applicable. Software from the Website is subject to United States export controls.

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

Indemnification
You agree to defend and indemnify us and any of our officers, directors, employees, and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of:

  1. your breach of these Terms;
  2. your violation of any law or the rights of a third party; or
  3. your use of this Website.

Privacy Policy
We are committed to respecting the privacy of online visitors and pledge our best efforts to that end. In general, you can visit the Website without telling us who you are. Our web server automatically recognizes each visitor's domain name, but does not automatically collect personally identifiable information. In certain circumstances, we may share your personally identifiable information with our third party vendors performing functions on our behalf, such as vendors that process credit card orders, deliver our merchandise, or assist us with customer service. Except as provided in this Privacy Policy or as set forth when you submit the information, your personally identifiable information will not be shared or sold to any third parties without your prior approval.

Further, a "cookie" is a small piece of data stored on your computer's hard drive when you visit the Website. We use cookies to analyze the Website's overall traffic patterns and to improve the Website visitors' online experience. We do not use cookies to store or collect any personal information. Many browsers provide an option to block or remove cookies. You can visit the Website successfully while blocking cookies, but leaving cookies enabled in your browser will help us to improve the Website's usability and effectiveness.

Membership Subscription Fees
The right of access to our code replacement extraction scripts is effective only upon payment of the membership subscription fees, which are non-refundable. The membership subscription fees are listed on our registration page at http://www.codereplacements.com/amember/signup.php. The purchase of any membership subscription is limited to individuals over the age of 18. Discounted memberships through coupons are valid only for the member's initial subscription term. We may increase subscription fees at any time and for any reason. Such increased fees shall be applicable only to any new subscription or re-subscription.

Miscellaneous
These Terms are governed by the laws of the state of California and the United States. You hereby consent to the exclusive jurisdiction and venue of courts in California state and stipulate to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to the use of this Website. You agree that all claims you may have against us arising from or relating to the Website must be heard and resolved in a court of competent subject matter jurisdiction located in California. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms. You agree that no joint venture, agency, partnership, or employment relationship exists between you and us as a result of these Terms or use of this Website.

Our performance of these Terms is subject to existing laws and legal process. Nothing contained in these Terms limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Website or information provided to or gathered by us with respect to such use. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of this Website within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions in the Terms shall continue in effect.

These Terms (and any other terms and conditions referenced herein) constitute the entire Terms between you and us with respect to this Website and it supersedes all prior or contemporaneous communications, whether electronic, oral, or written, between you and us with respect to this Website. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.