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SPHINX CODE TERMS OF SERVICE

TERMS OF SERVICE

Introduction and Acceptance of Terms

Welcome to SphinxCode, a service provided by Phi Code LLC (“SphinxCode,” “we,” “us,” or “our”). This document, along with our Privacy Policy and any other terms specifically referred to herein, collectively constitute our “Terms of Service” or “ToS”. These ToS govern your access to and use of our websites, mobile applications, and other digital services (collectively, the “Service”).

Please read these Terms of Service carefully before using our Service. By clicking “I Accept,” registering for an account, or otherwise accessing or using our Service, you agree to be bound by these ToS and all terms incorporated by reference. If you do not agree to all of these terms, do not use our Service.

If you are accepting these ToS on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these ToS, in which case “you” shall also refer to such entity.

Eligibility and Account Security

Eligibility:

  • You must be at least 13 years of age to use our Service. By agreeing to these ToS, you represent that you are at least 13 years old, have not been previously suspended or removed from the Service, and that your registration and use of our Service comply with all applicable laws and regulations.

Account Security:

  • To access certain features of our Service, you must register for an account. When registering, you must provide accurate, current, and complete information about yourself. You agree to update such information to keep it accurate, current, and complete.
  • You are responsible for maintaining the confidentiality of your password and any other security information related to your account. You are also responsible for all activities that occur under your account. If you believe that your account’s security has been compromised, please contact us immediately at [contact information].

Subscription and Payments

General Payment Terms:

  • Certain features of our Service, including access to premium content or functionality, require payment of fees. All fees are stated in USD and must be paid in advance, are non-refundable, and are exclusive of all taxes, levies, or duties imposed by taxing authorities.

Subscription Terms:

  • Monthly Subscription: By subscribing to our monthly service for 9.99 Euros, you commit to a minimum subscription term of six months. If you choose to cancel your subscription before the end of this term, you acknowledge that billing will continue until the end of the six-month period.
  • Annual Subscription: Our annual subscription requires a one-time payment for a full year of service. If you cancel this subscription, you will continue to have access until the end of your billing cycle, but no refunds will be issued for the remaining months.

Renewal:

  • Subscriptions are automatically renewed at the end of each subscription period, continuing the monthly or annual cycle, unless you cancel the service through your account settings at least 24 hours before the end of the current subscription period.

Modifications to the Service and Terms

We reserve the right to modify our Service and these ToS at any time. If we make material changes to the ToS, we will notify you by email or through a notification posted on our website. Your continued use of the Service after such changes have taken effect constitutes your acceptance of the new ToS. If you do not agree to the new terms, you should stop using the Service and delete your account.

Ownership and Intellectual Property Rights

The Service and all materials within it, including but not limited to software, images, text, graphics, music, videos, and all other elements (collectively, the “Materials”), are owned or licensed by SphinxCode and are protected by intellectual property laws. Except as explicitly authorized under these ToS or by SphinxCode in writing, you may not use, copy, reproduce, distribute, republish, download, display, post, or transmit any material contained within our Service.

License to Use the Service:

  • We grant you a non-exclusive, non-transferable, revocable license to access and use our Service strictly in accordance with these ToS. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by SphinxCode, in the manner permitted by these ToS.

Restrictions:

  • You may not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law.

User Content

General:

  • Our Service may allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“User Content”). You are responsible for the User Content that you post to the Service, including its legality, reliability, and appropriateness.

Grant of License:

  • By posting User Content on or through the Service, you grant SphinxCode a worldwide, perpetual, non-exclusive, royalty-free, and sub-licensable license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose in connection with the Service and our business.

User Representations:

  • You declare and warrant that: (i) you own or control all rights in and to the User Content and have the right to grant the license above to us and our licensees, successors, and assigns; and (ii) all of your User Content do and will comply with these ToS.
  • You understand that we do not approve, monitor, or endorse any User Content that you or other users submit to the Service. You agree that you provide and use such content at your own risk.

Dispute Resolution and Arbitration

Agreement to Arbitrate:

  • You and SphinxCode agree that any dispute, claim, or controversy between you and SphinxCode arising in connection with or relating in any way to these ToS or to your relationship with SphinxCode as a user of the Service, will be determined by mandatory binding individual arbitration. You and SphinxCode waive any rights to a jury trial, or to have any dispute arising out of or related to these ToS or the Service resolved in court.

Exceptions to Arbitrate:

  • Notwithstanding the foregoing, you and we both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.

Opt-Out of Agreement to Arbitrate:

  • You have the right to opt out of the arbitration agreement by sending written notice of your decision to opt out to the following address: [Address], within 30 days of registering with the Service. If you opt out of the arbitration agreement, all other parts of these ToS will continue to apply to you.

Modification of the Service

SphinxCode reserves the right, at its sole discretion, to modify, suspend, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Changes to the Service might include the addition or removal of features, content, or the introduction of new limits to our services.

Notification Process:

  • We will endeavor to provide you with notice of any major changes to the Service that could significantly impact your use of the Service. However, it is your responsibility to check our ToS periodically for changes.

User Rights:

  • If you are dissatisfied with any changes or modifications to the Service, your sole recourse is to discontinue use of the Service and, where applicable, cancel your subscription.

Termination of the Service

Termination by You:

  • You may terminate these ToS at any time by closing your account, uninstalling all mobile applications, and ceasing all use of the Service. If you have a subscription, you must cancel it before you terminate these ToS to avoid being billed for the next billing cycle.

Termination by SphinxCode:

  • SphinxCode may terminate these ToS or suspend your access to the Service at any time, including in the event of your actual or suspected unauthorized use of the Service or non-compliance with these ToS, without refund and without liability to you.

Upon Termination:

  • Upon termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system.

Survival:

  • Sections on payment (if any outstanding fees exist), indemnification, warranties, limitation of liability, and provisions intended by their nature to survive termination of these ToS will continue in full effect after termination

General Legal Provisions

Governing Law and Jurisdiction:

  • These Terms of Service and your use of the Service are governed by and construed in accordance with the laws of the State of [Specify State], USA, without giving effect to any principles of conflicts of law. You agree to the exclusive jurisdiction of the courts of Houston, Texas, for any claim or cause of action arising out of, or relating to or in connection with these Terms of Service or this Service, provided that such exclusivity does not apply to legal actions initiated or brought by SphinxCode.

Severability:

  • If any provision or part-provision of these Terms of Service is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Service.

Indemnification

Revised Section on Indemnification:

  • You agree to defend, indemnify, and hold harmless SphinxCode, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Service, including, but not limited to, your User Content, any use of the Service’s content, services, and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Service.

Limitation of Liability

  • TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPHINXCODE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE, OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
  • Exception for Liability:
  • Notwithstanding the above, nothing in these Terms of Service excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

Miscellaneous Provisions

Entire Agreement:

  • These Terms of Service, our Privacy Policy, and any other legal notices published by us on the Service, constitute the entire agreement between you and SphinxCode regarding the Service. They supersede all prior or contemporaneous agreements, communications, and proposals, whether electronic, oral, or written, between you and SphinxCode regarding the Service.

Amendment and Waiver:

  • No amendment to or waiver of any provision of these Terms of Service shall be effective unless in writing and signed by the party against whom the amendment or waiver is to be asserted.

Assignment:

  • You may not assign or transfer these Terms of Service, by operation of law or otherwise, without SphinxCode’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and void. SphinxCode may freely assign or transfer these Terms of Service without restriction.

Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices:

  • Any notices or other communications provided by SphinxCode under these Terms of Service, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights:

  • SphinxCode’s failure to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Only a written waiver signed by an authorized representative of SphinxCode shall have any legal effect.

Force Majeure:

  • SphinxCode shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond SphinxCode’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

Accessibility:

  • SphinxCode is committed to facilitating the accessibility and usability of its Service for all people. If you have specific questions or concerns about the accessibility of any particular webpage on the Service, please contact us at [contact information].

Feedback and Information:

  • Any feedback you provide to this site shall be deemed to be non-confidential. SphinxCode shall be free to use such information on an unrestricted basis.