Last updated: September 30, 2016
Access to and use of the Code Valley marketplace ("the Service") is provided by Code Valley through the web client. You will use this Service by creating an account with Code Valley, which gives you access to the five management portals of the client; the Valley (publicly visible by all users), your Vendor Portfolio (private), your Finance portal (private), your Vendor-Principal (private) and your Testing-Principal (private). Please read this Terms of Service ("the Agreement") carefully - it contains financial and operational commitments unique to Whitney, Ford and McIlroy phases of operation.
Code Valley Corp Pty Ltd (Code Valley) grants You a revocable, non-exclusive, non-transferable, limited license to Code Valley's technology, strictly in accordance with this Agreement.
During Your involvement with the Whitney, Ford and McIlroy phases of operation, You may come into contact with intellectual property belonging to Code Valley or your peers in the Code Valley community. This property may include designs, schematics, drawings, techniques, secrets, know-how and methods, systems or software, patents or other intellectual property in any form confidential to Code Valley or Your peers in the Code Valley community. You agree not to use any of this confidential information for any purpose other than for the benefit of the Code Valley community either during or after Your involvement with the Whitney, Ford and McIlroy phases of operation.
If in Code Valley's sole opinion You have not acted in the best interests of the Code Valley community, Code Valley reserves the right to revoke Your licence. If Code Valley believes You are abusing the Service in any way, Code Valley may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate Your license and user account and access to our Service, delay or remove hosted content, remove any special status associated with your Valley account, remove and demote Vendor listings, and take technical and/or legal steps to prevent You from using our Service. Code Valley also reserves the right to cancel Valley accounts that have been inactive for a long time.
You agree not to permit others to access the Service using your account.
You agree to use the Service only on a machine that You own or control.
You agree not to rent, lease, lend, sell, redistribute or sublicense the Service.
You agree not to copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Service, or any part thereof. Any attempt to do so is a violation of the rights of Code Valley.
You agree that use of the Service is at Your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranty of any kind.
You agree that should a Vendor you create using the Service prove defective for whatever reason, You assume the cost of its repair.
You agree that various metrics will be recorded publicly regarding Your Vendor's contract performance, and that these metrics may impact Your vendor's market-share.
You agree to pay the asking price of any design-contribution You contract from a Vendor, even if that Vendor fails to deliver on that contract or delivers a faulty design-contribution on that contract.
To the extent not prohibited by law, in no event shall Code Valley be liable for damages, for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to, Your use or inability to use the Service.
You understand that you are joining the Code Valley community whilst the Service is cloud-based and that during the Whitney, Ford and McIlroy phases of operation, Code Valley will be hosting Your Vendor on Your behalf.
In connection with using or accessing the Service, You agree not to;
Fail to pay contracted Vendors within the designated settlement time period;
Interfere with any other user's Vendor listing;
Post false, inaccurate, misleading, defamatory, or libelous content in the Valley, Code Valley forums or Code Valley slack channel;
Take any action that may undermine the metric and ratings systems in the Valley;
Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
Use any robot, spider, scraper, or other automated means to access the Service for any purpose;
Interfere with the working of our Service, or impose an unreasonable or disproportionately large load on Code Valley's infrastructure;
Reproduce, perform, display, reverse engineer, or prepare derivative works from content that belongs to Code Valley, or from Vendors that belong to other users, to another user or to a third party;
Harvest or otherwise collect information about users without their consent;
Circumvent any technical measures Code Valley uses to provide the Service.
You must also ensure Your Vendor meets Code Valley's minimum performance standards, as outlined below. Failure to meet these standards may result in Code Valley limiting, restricting, suspending, or downgrading Your user account.
Minimum performance standards - As a Vendor operator and manager, you're expected to;
Manage the accounts receivable and accounts payable in Your Finance portal within each settlement period so that dedicated Bitcoin addresses (or other mutually agreed-upon transaction medium) are provided to all client users, to confirm when funds have been sent to those addresses, and to pay all supplier users once they have provided their own dedicated receipt addresses.
Charge a reasonable fee for your Vendor service.
Ensure Your Vendor's design-contribution is provided in accordance with its description in the Valley and in the appropriate classification.
Code Valley reserves the right to modify, suspend or discontinue, temporarily or permanently the Whitney, Ford and McIlroy phases of operation.
These Agreement shall remain in effect until terminated by you or Code Valley. Code Valley may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. This Agreement will terminate immediately, without prior notice from Code Valley, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by email notification. Upon termination of this Agreement, you shall cease all use of the Code Valley Service.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Code Valley reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, Code Valley will provide at least 7 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Code Valley's sole discretion.
If you have any questions about this Agreement, please contact email@example.com.