Terms and Conditions

 

Welcome to Code Drop!

Code Drop Ltd and its affiliates (“Code Drop”) have created a platform (the “Code Drop App”) on which third party brands (a “Brand” and “Brands”) can engage a community of entities and individuals to promote the Brands sales and promotions.

1. Content On The Code Drop App

Brand Content.  When using the Code Drop Platform a Brand may share, by posting or transmitting, various content, included but not limited to videos, photos, sound clips and comments (“Brand Content”). The Brand is solely responsible for its Brand Content and the consequences of sharing it using the Code Drop Platform. The Brand therefore warrants, acknowledges and agrees that it owns and/or has the necessary licenses and other rights to use and share the Brand Content on the Code Drop Platform and that Code Drop Ltd is not responsible for prescreening any Brand Content that is posted or transmitted by the Brand on the Code Drop Platform. App users ("customers") acknowledges and agrees that the Brands are the owners (or licensees) of their respective Brand Content that (in whatever form) is submitted to Code Drop and/or uploaded on the Code Drop App Platform and/or the Code Drop Website by/on behalf of the Brands, and unless expressly granted in writing by a Brand, no rights in or to the Brand Content except those expressly set forth herein are granted to Code Drop.

2. Brand Policy

The Brands understand that the Code Drop App Platform is a software tool that helps the Brands to promote discounts, sales and promotions. A Brand is solely responsible for managing it's promotions, sales and discounts. Code Drop does not monitor or interfere with the Brands customer behavior on the Code Drop App Platform. The Brand is solely responsible for managing its followers and users and making sure that the customers follow the Brand’s policies.

3. Intellectual Property And Proprietary Rights

The Code Drop App Platform.  The Brands acknowledge and agree that Code Drop Ltd, its subsidiaries, affiliates and/or licensors own all right, title and interest in and to the Code Drop App Platform and any and all copyrights, trademarks, patents, trade secrets and any other intellectual property and proprietary rights therein.

4. Use of the Technology

Code Drop Ltd grants the Brands a limited, non-exclusive, revocable license to make use of the Code Drop App Platform for the duration of the Agreement.

The Brands agree not to (i) reverse engineer, decompile, translate, adapt, and modify the Code Drop App Platform or any part thereof; (ii) copy, display, disclose, sell, lease, co-brand the Code Drop App Platform, or any part thereof, in any form; (iii) sub license, or otherwise transfer or permit third parties to use the rights and licenses granted hereunder; (iv) use the Code Drop App Platform in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of Code Drop Ltd, its subsidiaries, affiliates and/or licensors or any other third party; or (v) remove any copyright, trademark, patent or other intellectual property notices.

5. Data Protection

Code Drop Ltd and the Brands are responsible for the compliance with their own respective data protection obligations, in particular under the General Data Protection Regulation (EU) 2016/679. 

For further information on how Brandbassador processes personal data, please see Code Drop’s privacy policy https://www.codedropapp.com/privacy-policy

6. Warranty and Disclaimer

The Code Drop App Platform and the website content are provided “as is”.  Code Drop Ltd, its subsidiaries and affiliates, and its licensors and suppliers, to the fullest extent permitted by law, disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose. Specifically, Code Drop Ltd makes no warranty that the Code Drop Services will function without interruption and BCode Drop Ltd disclaims any and all responsibility and liability arising out of data security breaches, including without limitation unauthorized access to data by third parties or for loss of data for any reason. 

Further, the Code Drop App Platform is dependent on several third party integrations and API calls. Changes to these integrations and API calls by one or more third parties may cause disruption in services at any time, as well as permanent disruptions and changes to the platform. The Code Drop App platform is also dependent on the continuous approval by the Apple App Store.

7. Limitations Of Liability

To the fullest extent permitted by applicable law and save for Code Drop Ltd having wilfully caused damages, neither Code Drop Ltd nor any of its subsidiaries, affiliates, directors, officers, employees or agents shall be liable to a Brand for any damages (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data (including Brand Content) or business interruption) resulting from the use or inability to use the Code Drop App Platform, or any failure of performance of the Code Drop App Platform, or the unavailability of or interruption in the Code Drop App Platform, whether based on warranty, contract, tort, or any other legal theory, and whether or not Code Drop Ltd has been advised of the possibility of such damages, lost profit or loss of data or business interruption. If the Code Drop App Platform is not fully available to the Brand, the Brand’s sole and exclusive remedy shall be to discontinue the use of the Code Drop App Platform.

8. Indemnification

Code Drop Ltd agrees to defend a Brand against, and indemnify and hold harmless the Brand and its subsidiaries, affiliates, directors, officers, employees and agents from and against any third party claims, demands, actions, suits or proceedings alleging that the Brand’s use of the Code Drop App Platform infringes or misappropriates the intellectual property rights of such third party, subject to and provided that the Brand has used the Code Drop App Platform in compliance with the terms hereof and that the Brand permits Code Drop Ltd to, at its own expense, assume the exclusive defense and control of any matter subject to Code Drop Ltd's indemnification obligation, and to the Brand cooperating fully with Code Drop Ltd in asserting any available defenses.

A Brand agrees to defend Code Drop Ltd against, and indemnify and hold harmless Code Drop Ltd and its subsidiaries, affiliates, directors, officers, employees and agents from and against any third party claims, demands, actions, suits or proceedings that arise from the Brand’s use of the Code Drop App Platform and any Code Drop Content, save for third party claims alleging that the Brand’s use of the Code Drop App Platform in compliance with the terms hereof infringes or misappropriates the intellectual property rights of such third party.  

9. Confidentiality

Code Drop Confidential Material.  The Brands agree not to disclose Code Drop Confidential Material (as defined herein) without Code Drop Ltd's prior written consent, and the Brands agree to only use Code Drop Confidential Material for the purposes of the Agreement and Code Drop Service.  “BCode Drop Confidential Material” includes, without limitation, (i) all software, technology, programming, specifications, materials, guidelines and documentation relating to the BB Service, (ii) statistics related to the use of the Code Drop Service provided to a Brand by Code Drop Ltd, (iii) information relating to customers (including their individual identities and contact information), other users of the Code Drop Service (including, without limitation, publishers and advertisers), Code Drop Ltd's business partners and other third parties, in each case to the extent such information is provided to a Brand in connection with the Code Drop Service or included in any reports or other communications relating thereto, or is otherwise provided to a Brand by Code Drop, and (iv) any other material designated in writing by Code Drop as “Confidential” or an equivalent designation.  Code Drop Confidential Material does not include information and data on the Brand’s engagement with customers (including campaign data derived from the Code Drop Platform) or material that (i) has become publicly known through no breach by a Brand, (ii) has been independently developed by a Brand without access to Code Drop Confidential Material, as evidenced in writing, (iii) was  rightfully received by a Brand from a third party, or (iv) was required to be disclosed by law or by a governmental authority.

Brand Confidential Material.  Save for as required for the contemplated use by a Brand of the Code Drop App Platform, Code Drop Ltd agrees not to disclose Brand Confidential Material without the Brand’s prior written consent and Code Drop Ltd agrees to use it only for the purpose of the Agreement and provision of services hereunder. “Brand Confidential Material” includes any and all information provided by a Brand to Code Drop and any and all information related to the Brand Program. Brand Confidential Material does not include material that (i) has become publicly known through no breach by Code Drop Ltd, (ii) has been independently developed without access to the Brand Confidential Material, (iii) was rightfully received by Code Drop Ltd from a third party, or (iv) that is required to be disclosed by law or by a governmental authority.

10. Term & Payment

Term. A Brand’s Subscription Term is 30 days and will commence from the Start Date outlined in the subscription Form. The Term will automatically extend for a consecutive month on a rolling basis, unless the Agreement is terminated by notice by BCode Drop Ltd or the Brand at least 1 day prior to the end of the consecutive term.

Commission. Commission payouts to Code Drop Ltd  will be caluclated at the agreed rate as outlined in your subscription plan. Commission is debited from the card provided to Code Drop by the Brand. Commission is debited at the time of the transaction and will be shown in the Brand's dashboard. It is the Brand's responsibility to ensure that an up to date card is kept in their account page. Code Drop Ltd will not be held responsibility for any disruption in service due to card issues. 

Payment. The Brand must enter a credit or debit card in the Code Drop Brand Dashboard settings. If payments for invoices licence fee, commissions or any other amount due under the Agreement are not received by the due date, the card entered in the Code Drop Dashboard will be debited. All Subscription payments are non-refundable.

Price increase. The Subscription Fee during any renewal term (every 1 month period) may increase at the discretion of Code Drop Ltd. 

Termination. Upon termination of the Subscription for any reason, the Brand will have until the end of subscription term to continue using the Code Drop App Platform.

11. Governing Law

The Agreement, including these Terms and Conditions, shall be interpreted, construed, enforced and governed in accordance with the laws of United Kingdom.

12. Arbitration

Arbitration.  Any dispute, controversy, or claim arising out of, related to or in connection with the Agreement, including these Terms and Conditions, or to the performance, non-performance, interpretation, breach, termination or invalidity thereof, or any claim that a party to the Agreement may assert in any individual, representative or collective capacity or as part of a class, whether based in contract, tort, or otherwise, shall be finally settled and determined solely and exclusively by arbitration administered by the International Chamber of Commerce (the “ICC“) under its then current Rules of Conciliation and Arbitration (the “ICC Rules“). The written award of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdiction.

Initiation of Arbitration.  Any party may initiate arbitration by filing a written request for arbitration with the Secretariat of the ICC.  A copy of the request shall be furnished to all other parties in accordance with the provisions of the ICC Rules and the provisions herein concerning Notices.

Appointment of Arbitrators.  Each party shall appoint an arbitrator, and after consultation with the parties the ICC shall appoint a third arbitrator.  Each arbitrator so appointed shall have an international reputation as being experienced in the legal and technical matters related to the dispute.

Location of the Arbitration.  The seat of arbitration shall be Liverpool, United Kingdom.  The arbitrators may hold hearings at such other locations as the arbitrators shall determine, after consultation with the parties.

Language of Arbitration.  The arbitral proceedings and all pleadings and written evidence shall be in the English language.  Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof.

Resort to the Courts.  Nothing in the Agreement, including these Terms and Conditions, prohibits any party from seeking interim or conservatory relief in any court of competent jurisdiction; provided, however that neither the filing of an application for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, nor the granting of such relief, shall be deemed to be a waiver of the obligation of the party to have the dispute heard and determined solely and exclusively by arbitration.

13. Survival

The provisions of Sections 3, 7, 9 and 10 through 12 shall survive the expiration or termination of the Agreement. 

14. Amendments

If and when these Terms & Conditions are amended or revised, the so amended and revised Terms & Conditions will be made available on the Code Drop website https://www.codedropapp.com, and will take effect after notification in the Code Drop App Platform.