Welcome to Codias. Our mission is to equip conservatives for modern political warfare. To achieve our mission, we provide our Users with a variety of Services. To use our Services, you must agree to use our Services consistent with our mission, these Terms of Service (“Agreement”), and applicable laws. You must be capable of forming a binding contract with Codias, must be a U.S. citizen or lawful permanent resident, must not be under 13 years of age, and must not be otherwise prohibited from using our Services by law.
You become a member of Codias upon creating an account. As between you and others, your account belongs to you and you’re responsible for all activity associated with your account.
- You will provide true, accurate, and current information when creating and maintaining your account.
- You will not create an account for anyone other than yourself, unless you have verifiable authority and permission to do so.
- You will not create any duplicative accounts or any other account that is likely to mislead or confuse other Users.
- You will take reasonable steps to secure your account, including not sharing your password with others, and not doing anything else that could jeopardize the security of your account (we also encourage you to enroll in two-step verification as an extra layer of security).
- If you select a custom URL, we reserve the right to change it at our discretion, such as to alleviate confusion with another User or trademark owner.
We periodically may need to communicate important information about your account or our Services. You can control what kind of communications you receive in your notification settings. These communications may include, but are not limited to: (a) notifications relating to your use of our Services, (b) updates regarding our Services, and (c) promotions we believe may add value to you. We typically send these communications via email, although we may periodically send them through other means if there is a legitimate reason to do so. You may opt-out of promotional emails at any time. You agree to keep your contact information updated and understand that, if you don’t, you may not receive important communications from us.
You are responsible for any mobile charges that you may incur for using our Services, including text-messaging and data charges that may arise from both web and mobile applications we provide now or in the future. If you're unsure what those charges may be, you should ask your service provider before using our Services. In the event you change or deactivate your mobile phone number, you agree to immediately update your account information on Codias to ensure that your messages are not sent to a person who acquires your old number.
3.3 External Content
You understand that Codias, like other social networks, provides individuals with the freedom to share links, information, content, services, and other activities provided from or directed to other third-parties. As with any social network, you understand that some of this information will inevitably be inaccurate, incomplete, misleading, offensive, harmful, possibly even illegal, and which may be governed by third-party legal terms and privacy policies. While we have sought to equip you with tools to protect yourself, including giving you the ability to report and disconnect from Members, you agree that Codias cannot be held responsible for third-party activities or for any damages that may occur as a result of your use or reliance on third-party activities to the maximum extent allowed by law. Similarly, you are responsible for deciding if you want to access or use third party apps or sites that link to and from our Services. Third party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Except to the limited extent it may be required by applicable law, we cannot be responsible for these other sites and apps.
We have designed Codias as a safe, empowering, and enriching experience for conservatives and you agree to help us keep it that way.
- You will not undermine the mission of Codias.
- You will not create a new account without our permission if you have already had an account suspended or disabled due to a violation of this Agreement.
- You will not share other Users’ content or information outside of our Services, except through the features or processes we provide for sharing content and information (unless the owner of the content or information gives you written permission to do so).
- You will not provide content or information that is unlawful, pornographic, not suitable for minors, violates the legal rights of others, or is otherwise disrespectful of other Users.
- You will not send email, TXT, or SMS invitations to any non-User who has not given you their permission.
- You will not gain unauthorized access to our Services by using another User’s credentials, circumventing the navigational structure of our website, hacking, password mining, or by any other illegitimate means.
- You will not transmit content or information through our Services that you know or reasonably should know contains malicious code, including but not limited to viruses, trojan horses, worms, logic bombs, time bombs, fork bombs, or any other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate systems, content, or other information.
- You will not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automated means, or any similar or equivalent manual process, to access, acquire, copy or monitor any data, content, or information on our Services without our prior written permission; except that Codias grants operators of public search engines permission to use spiders to copy materials from public areas of our Services for the sole purpose of displaying publicly available search results of such material.
- You will not interfere with the proper working of our Services, including accessing or using our Services in a manner that could disable, overburden, or impair our Services, or systems or networks connected to our Services.
- You will not probe, scan, or test the vulnerability of our Services or any network connected to our Services, nor breach the security or authentication measures on our Services or any network connected to our Services.
- You will not reverse look-up, trace or seek to trace any information on any User outside of our Services.
- You will not provide any content or information that consists of unsolicited or unauthorized advertising, spam, chain letters, pyramid schemes, surveys, contests, investment opportunities, or other annoying information.
- You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to us on or through our Services or any other service offered on or through our Services, and you will not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
- You will not use Codias copyrights, trademarks, or any other intellectual property without our prior written permission (you may send requests to email@example.com).
Our Agreement and guidelines are designed to protect our cause, our mission, our Users, and our Services from people and activities that seek to undermine them. For this reason, we are committed to enforcing our guidelines and you agree that we may take reasonable actions to verify your compliance with our Agreement. For example, we may use a third-party service to verify your identity, we may request additional information and documentation from you to help evaluate reports of your non-compliance, and we may take any other lawful action to verify your compliance. Upon receiving a report of your non-compliance, we may take a range of actions with or without notice, and in our sole discretion, including:
- We may ignore the report.
- We may request that you cease a perceived non-compliant activity.
- We may remove perceived non-compliant content or information.
- We may temporarily suspend your account.
- We may permanently delete your account.
If you believe another User, or another User’s content, has violated our Agreement, we give you tools to report such violations through our Services. In some cases, we provide our Users with the opportunity to provide additional information prior to suspending or deleting their account. For example, if we receive reports that a User is not who they say they are, and if we are unable to independently confirm the User’s identity using our third-party identity verification service, we may provide the User with the opportunity to prove their identity.
Codias respects the intellectual property of others, and we ask our Users to do the same. Under the Digital Millennium Copyright Act (DMCA), we are required to expeditiously remove or disable access to material that infringes copyright upon becoming aware of the copyright infringement. If you are a copyright owner or an agent of a copyright owner, you may submit a copyright infringement notification in accordance with the procedures below.
6.1 Copyright Agent
Copyright Agent: Codias LLC
2300 Swan Lake Blvd, Suite 302
Independence, IA 50644
Before submitting a copyright infringement notification, please understand that when you do so, you are initiating a legal process and you should consider whether fair use, fair dealing, or a similar exception to copyright applies. We strongly encourage you to consult with an attorney before submitting a notification since misrepresentations of copyright infringement may result in monetary damages, including costs and attorney’s fees caused by the misrepresentation. If you make false claims of copyright infringement, we may suspend or delete your account, or take other legal action against you.
6.3 Infringement Notification
We will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to our Copyright Agent with the subject line, “DMCA Takedown Request”. You may also contact our Copyright Agent by mail or facsimile. To be effective under the DCMA, the notification must be in writing and contain the following information:
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
6.4 Counter Notice
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner or their agent, or pursuant to law, to post and use the content, you may send a counter-notice containing the following information to the Copyright Agent:
- your physical or electronic signature;
- identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
- your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Austin, Texas, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
- Failure to comply with these requirements may invalidate your counter-notice. If a valid counter-notice is received by our Copyright Agent, Codias will send a copy of the counter-notice to the original complaining party informing that person that Codias may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or the User, the removed content may be reinstated within 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
6.5 Repeat Infringers
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we may also terminate a User’s account if the User is determined to be a repeat infringer.
We hope we never have a dispute with you and will make good faith efforts to resolve any dispute that may arise between us through informal means. In the event we are unable to resolve the dispute through informal means, to save you and us valuable time and money, you agree that any controversy or claim arising out of or relating to this Agreement or our Services, or the breach thereof, shall be settled through final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Small claims may be resolved, however, in a small claims court, provided the claim meets the requirements to be heard by such a court. In arbitration, proceedings are led by a neutral arbitrator(s), there is no judge or jury, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court, and must follow the terms of this Agreement as a court would. The terms, “dispute”, “case”, and “controversy” contained in this Agreement will be given the broadest possible meaning allowable under law. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation.
In the event you would prefer to resolve disputes in courts of law, you may opt out of this arbitration agreement and, if you do, neither you nor us can force the other to arbitrate. Please be aware, however, that this may result in a lengthier and more expensive dispute resolution process. To opt out of arbitration, you must notify us in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your Codias profile URL, and the email address you used to create your Codias account (if you have one), and an unequivocal statement that you want to opt-out of arbitration pursuant to this Agreement. You must send your opt-out notice to Codias by email at firstname.lastname@example.org and by U.S. Mail to Codias, ATTN: CHIEF LEGAL COUNSEL, P.O. Box 12624, Austin, Texas 78711.
7.2 Notice of Dispute
In the event of a dispute, either party must give the other a Notice of Dispute, which will include a written description that sets forth the name, email address, phone number, mailing address of the party initiating the dispute resolution process, as well as a description of the facts giving rise to the dispute and the relief that is being sought. Any Notice of Dispute must be sent to Codias by email at email@example.com and U.S. Mail to Codias, ATTN: CHIEF LEGAL COUNSEL, P.O. Box 12624, Austin, Texas 78711. Codias will send any Notice of Dispute to the email address and/or mailing address that you provide us.
In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, you and we agree to use our best efforts to settle the dispute, claim, question, or disagreement. We shall consult and negotiate with each other in good faith and, recognizing our mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If we do not reach a solution within a period of 60 days from the date the Notice of Dispute is sent, then either party may commence arbitration, except either party may seek an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction.
If for some reason we are unable to resolve any dispute by informal and good faith negotiation or in small claims court, the dispute will be resolved exclusively through individual binding arbitration. Arbitration will be initiated through the AAA. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement. The AAA rules governing arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The place of arbitration shall be in Montgomery County, Texas, and the arbitration shall be conducted in the language in which the Agreement was written. The arbitrator(s) decision shall be supported by a brief and simple rationale so that any reasonable person could understand how and why the arbitrator reached their decision.
- Arbitrators: You agree to use a single arbitrator who is a U.S. citizen, self-identifies as a political conservative, and who has experience with and knowledge of software-as-a-service businesses. In the event that any party’s claim exceeds $250,000, exclusive of interest and attorneys’ fees, the dispute shall be heard and determined by three arbitrators who are each U.S. citizens, self-identify as political conservatives, and who have experience with and knowledge of software-as-a-service businesses, and at least two of the arbitrators shall be licensed attorneys. Within 14 days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within 10 days of their appointment (if the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA). In the event that any criteria for selecting an arbitrator is held to be invalid or unenforceable, then only that particular criteria will be limited or eliminated to the minimum extent necessary, and the remaining criteria will remain in full force and effect.
- Discovery: Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to any claim or defense. For any claims or disputes where the total amount sought is less than $10,000 USD, it shall be resolved through binding non-appearance-based arbitration, which shall be conducted by teleconference, written submissions, or both. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum's rules. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator or chair of the arbitration panel, which determination shall be conclusive. Any and all discovery shall be completed within 45 days following the appointment of the arbitrator(s).
- Document Requests: All document requests shall be limited to documents which are directly relevant to significant issues in the case or to the case’s outcome; shall be restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; and shall not include broad phraseology such as “all documents directly or indirectly related to.”
- E-Discovery: There shall be production of electronic documents only from sources used in the ordinary course of business. Absent a showing of compelling need, no such documents are required to be produced from backup servers, tapes or other media. Absent a showing of compelling need, the production of electronic documents shall normally be made on the basis of generally available technology in a searchable format which is usable by the party receiving the e-documents and convenient and economical for the producing party. Absent a showing of compelling need, the parties need not produce metadata, with the exception of header fields for email correspondence. The description of custodians from whom electronic documents may be collected shall be narrowly tailored to include only those individuals whose electronic documents may reasonably be expected to contain evidence that is material to the dispute. Where the costs and burdens of e-discovery are disproportionate to the nature of the dispute or to the amount in controversy, or to the relevance of the materials requested, the arbitrator will either deny such requests or order disclosure on condition that the requesting party advance the reasonable cost of production to the other side, subject to the allocation of costs in the final award.
- Interrogatories and Requests to Admit: In any arbitration arising out of or related to this Agreement, there shall be no interrogatories or requests to admit.
Any proceedings to resolve any dispute in any forum will be conducted solely on an individual basis. Neither you nor Codias will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
In the event this dispute relates to Services we provide related to political campaigns, all contractors, subcontractors, suppliers, and other parties involved in our Services are bound, each to each other, by this arbitration agreement, provided that they are bound by this Agreement or another contract that incorporates this Agreement by reference or signed any other agreement to be bound by this arbitration agreement. Each such party agrees that it may be joined as an additional party to an arbitration involving other parties under any such agreement. If more than one arbitration is begun under any such agreement and any party contends that two or more arbitrations are substantially related and that the issues should be heard in one proceeding, the arbitrator(s) selected in the first-filed of such proceedings shall determine whether, in the interests of justice and efficiency, the proceedings should be consolidated before that (those) arbitrator(s).
If you bring a claim subject to arbitration, you will pay toward the fees and deposits imposed by the AAA or other arbitrator only an amount equal to the amount you would have had to pay as filing fees and initial court costs if you had filed suit in a court of competent jurisdiction. Codias will pay the remainder of the filing fees. In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
The parties agree, and the arbitrator shall issue an order providing that all pleadings, motions, discovery responses, depositions, testimony, and documents exchanged or filed in relation to the arbitration be kept strictly confidential; and that any award issued by the arbitrator shall be entered under seal in a court of competent jurisdiction. The parties agree that any party may seek a separate order from a court of competent jurisdiction enforcing the arbitrator’s order protecting the disclosure of pleadings, motions, discovery responses, depositions, testimony, and documents exchanged or filed in the arbitration, provided that such motion and responses thereto shall be filed under seal.
8) General Terms
You or we may terminate this User Agreement at any time with notice to the other. We will notify you of any termination either by email or at the next time you attempt to access your account. You may notify us by closing your account. Upon termination, you lose the right to access or use our Services. In addition to any amounts owed by either party prior to termination, the following sections of this Agreement shall survive termination:
- Section 2: only to the extent you have not opted out of our promotional emails.
- Section 3: only to the extent that you have shared content with others through our Services and they have not deleted it, or if we are required to maintain your content by law.
- Sections 5-10
You agree that this Agreement shall be governed by and interpreted in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the state of Texas, without regard to principles of conflict of laws. Subject to our arbitration agreement, you agree that any judicial proceeding to resolve claims relating to this Agreement or our Services will be brought in the federal or state courts of Harris County, Texas. Both you and Codias consent to venue and personal jurisdiction in such courts.
THE CONTENT AND INFORMATION YOU POST, AND ACTIONS YOU ENGAGE IN, WHILE USING OUR SERVICES ARE YOUR RESPONSIBILITY. YOU AGREE TO HOLD CODIAS, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY SERVICE PROVIDERS HARMLESS FROM AND DEFEND THEM AGAINST ANY CLAIMS, COSTS, DAMAGES, LOSSES, EXPENSES, AND ANY OTHER LIABILITIES, INCLUDING ATTORNEYS’ FEES AND COSTS, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF OUR SERVICES, YOUR VIOLATION OF THIS USER AGREEMENT, AND/OR YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY OR PERSON.
8.4 No Warranty
TO THE EXTENT ALLOWED UNDER LAW, CODIAS (AND THOSE THAT CODIAS WORKS WITH TO PROVIDE OUR SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS, WHETHER ORAL OR ELECTRONIC (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE DEVICE, LOSS OF USE, OR LOSS OF YOUR USER CONTENT. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
8.5 Limitation of Liability
TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS CODIAS HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT SUPERSEDES THIS AGREEMENT), CODIAS (AND THOSE THAT CODIAS WORKS WITH TO PROVIDE OUR SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT).
IN NO EVENT SHALL THE LIABILITY OF CODIAS (AND THOSE THAT CODIAS WORKS WITH TO PROVIDE OUR SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS MORE THAN THE FEE PAID BY YOU FOR YOUR SERVICES. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CODIAS AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF CODIAS HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.
8.6 Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the use of our Services must be filed by you within one (1) year after the cause of action arises, or such claim or cause of action is barred.
If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the extent necessary to render it enforceable without losing its intent. If no such modification is possible, that provision will be severed from the rest of this agreement. If we do not enforce any right or provision in this user agreement, that is not to be deemed a waiver of our right to do so in the future. The headings in this Agreement are for convenience and do not control any of its provisions.
- AAA – means the American Arbitration Association.
- Codias – means Codias LLC, a limited liability company organized under the laws of the State of Iowa and doing business in Texas.
- Content – means anything our Users post, provide, or share through our Services, including but not limited to your account and profile information, messages, updates, intelligence, and feedback you’re willing to provide.
- DMCA – means the Digital Millennium Copyright Act of 1998, as amended.
- Information – means facts and other information about you, including actions taken by Users who interact with our Services.
- Members – means registered users of our Services.
- Parties – means you and Codias.
- Post – means making content or information available through our Services.
- Services – means the applications, features, products, services, and websites provided by Codias now existing or later developed. (Codias may create supplemental terms to govern certain types of Services which Users will have the opportunity to review and either accept or decline.)
- Use – means to use, run, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
- Users – means members and visitors of our services.
- Visitors – means unregistered users of our Services.