v1.0

1.0 Preamble

CodeCogs is a web site that provides a location for subscribed users to sell and support licences for the commercial use of components. The Web Site is also a numerical component auction house, where customers can request modules, and developers can bid to construct component on terms acceptable to both parties. CodeCogs and Purchaser wish to enter into an Agreement wherein CodeCogs agrees to provide Purchaser certain specified services more fully described herein.

In an effort to ensure 'fair play', all Purchasers (Requesters) are required to agree to the terms and conditions of this Agreement. The Agreement defines the responsibilities of each of the parties, the procedures that should be followed, and covers what happens if a problem arises. The software developer is also required to agree to a similar Agreement, prior to them being able to place a bid on any components you may request.

In summary this agreement:

• Defines the rules that govern a request/bid transaction
• Explains how information and copyright are protected
• Defines how secure payments are made
• Explains the procedure for dealing with disputes fairly (i.e. mediation and arbitration)
• Explains the Quality Control (QC) procedures that are in place and how QC is conducted
• Explains cancellation / refund policies and procedures

The precise terms and conditions are as follows:

2.0 TERMS AND CONDITIONS

THIS IS AN AGREEMENT ("AGREEMENT") BETWEEN YOU (EITHER INDIVIDUAL(S) OR LEGAL ENTITY(IES)) ("PURCHASER") AND ZYBA (THE PARENT OWNER OF CODECOGS.COM "CODECOGS"), A LIMITED COMPANY WORKING UNDER THE LAWS OF THE UNITED KINGDOM. BY INDICATING YOUR ACCEPTANCE BELOW, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

You must read this Agreement carefully before requesting any Software and/or Documentation (a "Component") from the CodeCogs web site: www.codecogs.com ("Web Site"). If you do not agree with the terms and conditions of this Agreement you should not use the Web Site to make any requests for software (the "Request") and should not accept a bid (the "Bid") from a software developer ("Developer").

This Agreement covers the Request you make for a Component, your acceptance of a Bid to develop the Component and the execution of the terms defined within the Bid, including but not limited to, the purchase of any licences for the Component, transfer of control and royality or rights, and transfer of ownership.

At all times, Purchaser agrees to provide, on request, up-to-date and accurate information to all parties. This includes, but is not limited to, registration details, information within development requests, and details behind the ownership of any and all intellectual property rights contained within the Request. If the Purchaser does not own the intellectual property right, then it is the responsiblity of the Purchaser to obtain written permission from the owner of this intellectual property for its use. This intellectual property may be used to create Bid information and component documentation; it must therefore be available for viewing and modification within the public domain, as required by CodeCogs and developers.

A Developer's Bid may copy material given in the Request and may include any number of additional alterations, documents or notes. The Bid will also contain details of the price, licensing, ownership, royalties and control rights, and delivery date, as defined by the Developer (the "Terms"). Additional comments can be attached to the Bid at any time. However only comments made by the Developer can be used in the Purchaser's favour. In situations where the Bid is confused or becomes contradictory by the inclusion of these additional comments, the Bid will be defined by the original submission or the earliest comments that give clarity over the situation.

The Purchaser is not obliged to accept a Bid, however upon accepting a Developer's Bid, the Purchaser also accepts the Specification and Terms of the Bid. THE PURCHASER IS AWARE THAT THE ACCEPTED BID MAY DIFFER SUBSTANTIALLY FROM THEIR ORIGINAL REQUEST, AND THAT THE DEVELOPER IS ONLY OBLIGED TO ABIDE BY THE SPECIFICATION AND TERMS GIVEN WITHIN AN ACCEPTED BID.

Purchaser has read, understands and agrees to abide by any licence that they purchase with a software product. Licence details can be located at the following address: http://www.codecogs.com/pages/licences/summary.html. For private deals, where copyright is being purchased, the Developer and Purchaser both recognise that they are entirely responsible for ensuring all applicable International laws that govern such transactions are followed and CodeCogs plays no part in such transactions.

2.1 General Terms

CodeCogs does not endorse any information posted by registered users on the Web Site and is not liable for any such information, including but not limited to any information posted about Purchaser. CodeCogs reserve the right to take any action with respect to information posted on the Web Site which it believes is appropriate in its sole discretion with respect to such information, including but not limited to termination of this Agreement.

Purchaser agrees that any information they transmit must not: (a) infringe any third party's rights, including but not limited to intellectual property, copyright, publicity or privacy; (b) be defamatory, trade libellous, threatening or harassing; nor (c) be obscene or indecent or illegal under United Kingdom law. All parties agree that CodeCogs is in no way responsible for any breaches of copyright or illegal acts that occur during the transfer of information and agree not to hold CodeCogs responsible (financially or otherwise) in any way.

Purchaser agrees not to submit or request any information that (a) infringes any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) is defamatory, trade libellous, threatening or harassing; nor (c) be obscene, indecent, offensive or illegal under United Kingdom law. This includes software that is intended for criminal and unlawful purposes (including, but not limited to hacking, cracking or virus software). If Purchaser is deemed to have violated any of these rules then all of Purchaser's projects will be "frozen". Any funds that remain in Purchaser's account, or that have been escrowed by CodeCogs, will be used to pay the Developer for work completed, provided Developer is not complicit. The remainder will then be subject to a 50% account termination fee. Any remaining funds will then be returned to Purchaser. If the Developer is deemed to be complicit then they will not be paid for their work and any funds they hold in their account will then be subject to a 50% account termination fee. Any remaining funds will then be returned to Purchaser. The Purchaser will have no ownership rights over the Software & Documentation in such instances. Purchaser's account will then be terminated and they will be expelled from the Web Site. If Purchaser is found to have multiple accounts, or tries to open new accounts in the future they will be subject to the same termination procedure as defined above.

CodeCogs is a business and provides its service by charging the Developer a Fee. Once CodeCogs has escrowed funds from Purchaser it will provide contact details to both parties and inform Developer to commence work. However, prior to this occurring it is prohibited for either party to make contact with the other outside of the CodeCogs.com website. This includes but is not limited to telephone, email or fax. Doing so will result in, at the discretion of CodeCogs, immediate expulsion from the Web Site and termination of Purchaser's account. Once email addresses have been exchanged both parties are free to communicate. However, IT IS STRONGLY ADVISED THAT ALL EMAIL CORRESPONDANCE BE COPIED (I.E. CC'd) TO THE CODECOGS EMAIL ADDRESS: cc2008@codecogs.com. IF A DISPUTE ARISES AND ARBITRATION IS ENTERED INTO THIS CORRESPONDANCE WILL THEN BE ADMISSIBLE AS DIRECT EVIDENCE. ANY EMAIL THAT IS NOT COPIED TO CODECOGS MAY NOT BE ADMISSIBLE.

The Web Site may contain links to third-party web sites not under the control or operation of CodeCogs. When links are provided they are done so only as a convenience and CodeCogs does not endorse, or is responsible for the content of any linked site or any link contained in a linked site.

2.2 Web Site Language

Certain areas of the Web Site (included, but not limited to, the forum) permit and encourage the use of any language. However, all development requests and bids must be made in English and all correspondence between Purchaser and Developer should also be in English. This enables disputes to be settled more easily, especially if mediation and/or arbitration is required. Failure to use English, will result in settlements being made to the opposing party.

2.3 Payment Terms

When Purchaser accepts a bid they are required to immediately credit their CodeCogs account (via PayPal) with sufficient funds. CodeCogs will then place these funds in an escrow account before instructing the Developer to commence work. Purchaser attests that payment is made in good faith.

CodeCogs assures Purchaser that all funds that are escrowed will be held in a dedicated account and will not be used, or allotted, for any other purpose or transferred elsewhere. There are no exceptions to this rule. CodeCogs also assures Purchaser that if CodeCogs were to cease trading or declare bankruptcy then Purchaser will be refunded, in full, any escrowed funds prior to other creditors being paid. Purchaser understands that CodeCogs is not responsible for any funds transferred between any two parties outside of this escrow system and is not legally responsible for enforcing any other agreements between users.

Purchaser is responsible for safely guarding their login details. Purchaser acknowledges that any person logged in to their account will be treated as if Purchaser used the Web Site. Any transaction carried out will be valid and binding.

If Purchaser is found to have paid for any Software, Documentation or other material using an illegal technique, for example using an invalid PayPal account, then they will forfeit all rights to that item and will be required to immediately return all copies of it to CodeCogs. All copyright and intellectual property rights will then be transferred to the previous owner. CodeCogs warns Purchaser and Developer that it takes all fraudulent matters seriously and reports all such cases to the appropriate authorities and seeks prosecution.

2.4 Quality Control / Dispute Resolution

If a dispute arises between Developer and Purchaser it may be necessary for CodeCogs to examine and test the Software & Documentation that has been delivered to help resolve this dispute. To do this it may be necessary for CodeCogs to have access to Purchaser's computer systems. Purchaser agrees to allow this in such instances. In return CodeCogs assures Purchaser that they will not sell, copy, or disclose any confidential information (including source code, trade secrets or any other information) to any other parties. The sole purpose of this investigation will be to determine if the purchased software functions as requested and thus resolve the dispute. Purchaser agrees to back up any information that CodeCogs has access to before the investigation commences. CodeCogs will carry out any investigation in a professional manner and with the utmost care. Purchaser acknowledges that they are ultimately responsible for any accidental damage or data loss which may result from these investigations.

2.5 Delivery & Testing of Software & Documentation

After coding is completed, the Software & Documentation will be sent from the Developer to a location on the Web Site. CodeCogs will then check that all code and documentation is present before making it available for the Purchaser to download.

Purchaser bears the sole responsibility for testing the Software & Documentation to verify that it functions as requested. If Purchaser finds the Software & Documentation to be 100% satisfactory then Purchaser agrees to signal this via the Web Site. If there is only partial acceptance and a satisfactory solution has been reached between Developer and Purchaser then, via the Web Site, Purchaser will indicate this, along with the agreement made. Developer will then be contacted by CodeCogs to confirm this agreement. If no agreement has been made, or there is a disagreement, then the Mediation / Arbitration process will be entered into (details below). Purchaser agrees to abide by the results of the arbitration process.

Purchaser is aware that funds will not be transferred from the escrow account to Developer until Purchaser has signalled complete or partial acceptance. Purchaser therefore agrees to conduct any testing as quickly and efficiently as possible. After receiving Software & Documentation Purchaser has a period of five (5) business days to notify CodeCogs if there is acceptance. If Software & Documentation cannot be tested in this time then CodeCogs should be notified and an approximate time frame and reasons for the delay should be given. Provided these reasons are considered reasonable by CodeCogs, CodeCogs at its own discretion, will grant an extension of testing time of a length that it consdiers is reasonable and fair. If CodeCogs does not receive any contact from Purchaser within this five day period then it will be assumed that the Software and Documentation are 100% satisfactory (i.e. complete acceptance) and payment will be made to Developer.

CodeCogs does its best to ensure that the Web Site and all files are virus free. All files that CodeCogs transmits will be scanned for viruses before being passed on. However, no system is perfect and Purchaser is strongly advised to use any additional security measures that it deems necessary and agrees that CodeCogs will not be held liable for any damage or loss of data that occurs as a result of any such virus or breach of security.

2.6 Bids Made By CodeCogs

CodeCogs may occasionally make bids to become the Developer for software requested by a Purchaser. This situation may lead to a conflict of interest as CodeCogs would also be responsible for mediating / arbitrating if there were a disagreement. Purchaser therefore agrees to waive their right to mediation / arbitration in such instances. CodeCogs agrees to label clearly any bids that it makes, and inform Purchaser of the rights they have waived, as outlined in this section. CodeCogs will endeavour to settle any disagreements that arise in a fair and amicable manner.

2.7 Closure of an Account

Purchaser can demand their account be closed. CodeCogs will then permanently close Purchaser's account, preventing it from being used. Purchaser does understand and agree that Purchaser's details will be stored on file and may be released by CodeCogs to third parties in the future if legally obliged to do so. Third parties may include, but are not limited to, governmental organisations, credit card fraud investigations, or for auditing purposes.

If a Purchaser's account remains unused for a period of twelve (12) months then CodeCogs may consider it to be discarded. CodeCogs does not wish to have a large number of discarded accounts and may close it. If any funds remain in the account CodeCogs will contact the Purchaser via email (using their registered email address) and request that they recover their funds. If the Purchaser does not claim these funds within a period of six (6) months of being notified by email then these funds will be forfeited and become the property of CodeCogs.

2.8 CodeCogs Rules of Mediation / Arbitration

General Comments

The aim of mediation and arbitration is to fairly settle any disputes that arise between a Purchaser and a Developer. Examples of disputes include, but are not limited to, disagreements over the quality or completion of work, the allocation of funds or the cancellation of a project. By agreeing to this Agreement, Developer, Purchaser and CodeCogs agree to enter into mediation and/or arbitration at the request of either party and further agree to abide by the terms, conditions and rules set out below. These rules shall govern any mediation and arbitration, except that, where any of these rules are in conflict with a provision of United Kingdom law. In such circumstances, that provision shall prevail. In any dispute Developer and Purchaser will allow CodeCogs to mediate and CodeCogs agrees to do so. CodeCogs shall be impartial and independent and will operate in line with the rules detailed below.

When Mediation / Arbitration will be used

Mediation / Arbitration will be used in the following circumstances:

• Developer and Purchaser cannot reach an agreement on whether the submitted Software & Documentation is in compliance with the initial request.
• Developer and Purchaser cannot reach agreement on an acceptable part payment for work that both sides recognise only to be in partial compliance with the accepted bid.
• One party cancels this Agreement and an amicable pay settlement has not been reached.
• Any other dispute between a Developer and a Purchaser that cannot be resolved.

Mediation

Mediation is the first step in trying to resolve a dispute. It is a less complicated procedure than arbitration and it involves CodeCogs diplomatically trying to negotiate a mutually acceptable solution. The majority of disputes can be settled this way. It is usually a fairly quick and straightforward way for both parties to come to an agreement. CodeCogs will suggest various solutions to the disagreement with the aim of encouraging both parties to settle on one of the options. It should be noted that at this stage neither party is obliged to accept one of the proposed solutions and their decision to do so, or not, will not affect the following arbitrary procedure.

If an agreement cannot be reached at this point, or a mediated solution is not possible, then at CodeCogs sole discretion, the mediation stage will close and arbitration will begin.

Arbitration

If a solution cannot be negotiated through mediation then the dispute will pass onto arbitration. Arbitration is a method of resolving a dispute in which the disputants present their case to an impartial third party ("Arbiter"), who then makes a decision for them, in order to resolve the conflict. This decision is final and binding. Arbitration differs from mediation. In mediation, the third party simply helps the disputants develop a solution on their own and does not force a solution.

General Notes on the Arbitration

CodeCogs shall act as the Arbiter in all cases.

Developer and Purchaser agree that any decision the Arbiter makes is final and binding and hereby waive any other further legal challenges or remedies including, but not limited to, civil or criminal litigation against the other party or CodeCogs.

The Arbiter shall ensure that both parties are treated with equality and that each party is given a fair opportunity to present its case. Unless otherwise agreed by all parties, including CodeCogs, the language of the arbitration shall be English.

The Arbiter shall ensure that the arbitral procedure takes place with due expedition. It may, at the request of a party, or at its own discretion, extend the time period over which the arbitration occurs.

Developer and Purchaser both agree to be prompt in any correspondence with the Arbiter. Failure of either party to respond to any of Arbiter’s correspondance within five (5) business days, or the deemed attempt of either party to stall the proceedings will, at the discretion of arbiter, lead to that party forfeiting the arbitration. A forfeit of arbitration may lead to a ruling in favour of the other party.

If either party wishes or is required to submit to arbitration any confidential information, the Arbiter assures that they will not sell, copy, or disclose this confidential information (including source code, trade secrets or any other information) to any other parties. The sole purpose will be to determine if the developed software functions as requested, and thus resolve the dispute.

All correspondence between parties shall be via email. All email shall be copied (CC’d) to cc2008@codecogs.com Telephone or other contact shall only be allowed at the request of the Arbiter. All phone calls will be initiated by the Arbiter and shall be clearly documented. It is not permitted for either party to contact the other directly during the arbitration process.

The Arbitration Procedure

The aim of arbitration is to settle one of the disputes listed. The decision will solely be based on whether the Software & Documentation submitted by the Developer fulfils the requirements specified in the "complete bid request" accepted by the Purchaser on the Web Site. If the bid has been clarified, modified and/or changed after the initial bid has been accepted then any party wishing to benefit from this should provide proof. This will ideally be in the form of emails that have been copied (CC'd) to CodeCogs throughout the development process (via the address: cc2008@codecogs.com). These emails will be viewed as true and factual evidence that cannot be disputed. As emails are incredibly easy to alter, emails submitted that have not been CC'd to CodeCogs will only be admissible at the discretion of the Arbiter and will be viewed with scepticism.

If the Arbiter comes to the conclusion that either or both parties have been withholding information or supplying unclear information at any point, deliberately or otherwise, essential to the request, bidding, development, or arbitration process, it will take this information into account and rule on the arbitration accordingly. Unclear information can include, but is not limited to, (a) contradictory information given in the “complete bid request” (b) unclear, inconsistent or easily misinterpretable information either in the “complete bid request” or subsequent emails, or (c) poor attention to detail at any stage.

Arbitration Scenarios

Below is a list of various possible disputes that could arise. With each one there are guidelines as to how the dispute would be arbitrated should such a situation arise. As no two disputes are the same these guidelines are not absolute and final and the Arbiter reserves the right not to rule in line with any particular one. In attempting to making a fair and just decision the Arbiter will take all facts that are deemed relevant into account. This will be done in an impartial manner.

In all instances, the Arbiter will judge whether any submitted material is fair, accurate, reasonable, and reliable. If either party is judged to have provided inaccurate information this will be taken into account in making a decision.

1. Project Cancellation

   If a Purchaser decides to cancel an accepted bid, after funds have been escrowed, and a Developer has already started work on the project, then the Developer will be fairly compensated for their time spent and proportion of work.

   The Developer will be asked to submit proof of all work that they have done (including designs, code, prototypes, and support documents), along with details of time they have spent working, researching, and any other costs they may have incurred. Any other relevant information may also be submitted. From the material that is judged to be correct the Arbiter will calculate the percentage of the total “complete bid request” that has been completed.

   The Purchaser is allowed to receive the work that has been completed to date, and will receive it in line with the original "complete bid request" (i.e. If they have requested complete ownership they will receive ownership of the completed work to date). Purchaser will also be subject to a cancellation fee as outlined in section 2.9.

   If Developer cancels a project without providing sufficient justification / reasons they may, at the discretion of the Arbiter, have their account terminated and be expelled from the Web Site. They will not be paid for any work completed. If Developer is found to have multiple accounts, or tries to open new accounts in the future they will be subject to the same closing procedure.

2. Project Reduction / Shortening of Request

   If a Purchaser decides to reduce the scale of, or only want part of the "complete bid request" a dispute may arise. If the Developer has already started work on the portion that is no longer required the Developer will be fairly compensated for their time spent and proportion of work.

   The Developer will be asked to submit proof of all work that they have done on the required and un-required portion of the “complete bid request” (including designs, code, prototypes, and support documents); along with details of time they have spent working, researching, and any other costs they may have incurred. Any other relevant information may also be submitted. From this information the Arbiter will calculate the percentage of the un-required portion has been completed, as well as the percentage of the “complete bid request” that is no longer required.

   Once this decision has been made it is up to the Developer to decide if they wish to continue working on the required portion of the project. If they do not wish to continue the same procedure will be followed, as described in scenario 1, as to the settlement they are entitled to for the amount of work they have completed of the required portion.

   The Purchaser is allowed to receive the work that has been completed to date, including required and un-required portions, and will receive it in line with the original "complete bid request" (i.e. If they have requested complete ownership they will receive ownership of the completed work to date).

3. Work Is Submitted Late / Not Submitted

   If the deadline for submitting Software and Documentation to CodeCogs for a project is missed by the Developer then the Developer will loose 20% of his fee for every day that the Software & Documentation is late. That is to say that if the Developer is five (5) or more days late they will not be paid for the project. This rule also applies if the Software & Documentation is incomplete (e.g. there is Software but no Documentation).

   To avoid unfairly penalising the Developer, this rule will, at the discretion of the Arbiter, not necessarily be enforced if one of the following has occurred:

   • The "complete bid request" has been changed since the commencement of the project. If for example the Purchaser has increased or changed the scope of the project it may be deemed fair that the Developer receives an extension in time to complete the project. Supporting emails will be essential in proving this.
   • The original deadline has been changed and was not be clearly redefined.
   • After the deadline has passed the Purchaser has continued to work with the Developer on the project. In doing so the Purchaser has implied by their actions that they agree to an extension in time.

   For the purposes of submitting work it should be noted that GMT is the time zone that is recognised, used, and logged by CodeCogs. All deadlines correspond to this time zone.

4. The Developer does not have the required skills or is working slowly

   Purchaser asserts that the Developer is either working too slowly, or does not have the required ability to complete the work as specified in the "complete bid request". The Developer will be asked to submit proof of all work they have done to date (including designs, code, prototypes, and support documents), along with details of the time they have spent working on the project. The Purchaser will also be asked to submit a report on their expected timelines for the project, detailing the key phases where the project was deemed to be falling behind schedule. Having studied the evidence the Arbiter will decide if the Purchaser’s accusation is valid.

   If it is decided that the Purchaser’s accusations are NOT valid the arbitration will be ruled in favour of the Developer. The Purchaser will then have the option of either allowing the work to continue, or agree to the Developer being paid in FULL and the project cancelled.

   If it is decided that the Purchaser’s accusations are valid the arbitration will be ruled in favour of the Purchaser. CodeCogs will then cancel the project and return all escrowed funds to the Purchaser. In such cases the Purchaser is not allowed to receive delivery of the code and holds no rights over it. All rights remain with the Developer.

5. The Purchaser claims the Software does not function as requested and/or the quality is poor

   This type of dispute is the most common and occurs when a Developer delivers Software and Documentation to the Purchaser and claims it to be fully (or partially) in line with the request. After testing, the Purchaser disputes this claim and/or claims that the software is of such a poor quality that it is rendered useless. The best way for disputes of this kind to be resolved is for the Software and Documentation to be tested. The testing procedure will be conducted as follow:

   • The Purchaser produces a list of "faults" or functions they feel the software does not perform correctly or at all. Subjective items are not allowed to be on this list as all criteria must be able to be tested. Exceptions to this (i.e. the allowance of subjective items) will only be allowed if expressly stated in the "complete bid request" and/or at the discretion of the Arbiter.
   • The Purchaser may only issue one list containing all faults. This will be submitted upon request by CodeCogs at the beginning of the arbitration procedure. Once submitted this list cannot be added to by the Purchaser. The Arbiter reserves the right to add a fault to the list if it is discovered during testing.
   • Having received the list of faults CodeCogs will then conduct testing on the Software. The sole aim of this testing is to determine if the faults detailed on the list are correct.
   • Once testing is complete the Arbiter will make a decision. The decision will depend on the number and severity of the faults found. If the software contains a large fault, or several smaller ones, then the arbitration may be ruled entirely in the favour of the Purchaser. In such cases the Purchaser will receive a full refund of the escrowed funds.

   If possible testing will always be conducted on CodeCogs premises. In certain circumstances this may not be possible. If such a case arises CodeCogs reserves the right to request that testing be done "on site" at the Purchaser's or Developer's location, or any other location it deems appropriate. This will be conducted at the expense of the Purchaser. If either party refuses to facilitate this testing, they forfeit the arbitration.

Harassment, Unsolicited Contact & Foul Play

CodeCogs takes it's responsibility as an Arbiter seriously and aims to reach judgement in a fair and just manner. Harassment, abuse, threats, attempts to manipulate data or influence the arbitration process in any way will not be tolerated. Any such occurrences will usually result in a ruling in favour of the other party. Harassment may include telephone calls or large numbers of unsolicited emails.

Exclusion of Liability

Except in respect of deliberate wrongdoing, the arbiter shall not be liable to a party for any act or omission in connection with the arbitration.

Waiver of Deformation

The parties and the Arbiter agree that any statements or comments, whether written or oral, made or used by them or their representatives in preparation for or in the course of the arbitration shall not be relied upon to found or maintain any action for defamation, libel, slander or any related complaint. This Agreement may be pleaded as a bar to any such action.

2.9 Cancellation & Refund Policy

After Purchaser has accepted a bid for a Developer to commence work they may decide to cancel it. Generally, the Developer may commence work as soon as the Purchaser's funds are escrowed and an email has been sent by CodeCogs to both parties confirming this. As Developer's time spent and work is not recoverable, not all funds escrowed will be refunded to the Purchaser. Escrowed funds will only be fully refunded if the Developer concurs that they have not yet started work or, via the arbitration process, it has been deemed that Developer is "at fault" for not having delivered, or not intending to deliver the work.

If Developer has commenced work then it is up to Developer and Purchaser to negotiate a deal that is acceptable to both parties and fairly compensates the Developer. If no agreement can be made then the mediation / arbitration process will be entered into. If arbitration is entered into, Purchaser will be subject to a cancellation fee of 5% of the escrowed funds.

2.10 Warranties

Each party warrants that it has the right and full corporate power and authority to enter into this Agreement.

THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS", WHERE IS, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). CODECOGS MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY REGISTERED USER OR THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY REGISTERED USER.

2.11 Ownership

The Web Site and all intellectual property rights related to the Web Site, including but not limited to copyright, trademarks and any feedback left by registered users on the Web Site, are owned by CodeCogs, and all right, title and interest in the Web Site and the related intellectual property rights remains the property of CodeCogs. Purchaser may reproduce, reverse engineer, disassemble, modify or create derivative works with respect to the Web Site and the related intellectual property, including any services provided via the Web Site. Certain content of the Web Site is licensed from third parties. All such third party content and all intellectual property rights related to that content belong to the respective third parties. Purchaser may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in the Web Site.

2.12 Indemnification

Purchaser agrees to defend, hold harmless and indemnify CodeCogs from and against any and all losses, costs, expenses, damages or other liabilities incurred by CodeCogs from and against any cause of action, claim, suit or proceeding brought by a third party against CodeCogs in connection with Purchaser's use of the Web Site. Purchaser further agrees to indemnify, defend and hold CodeCogs harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from: (a) Purchaser's use of the Web Site (b) Purchaser's decision to submit postings and accept offers from other registered users (c) Purchaser's breach of any part of this Agreement. CodeCogs reserve the right to report any wrongdoing to the applicable governmental agencies.

2.13 Limitation of Liability

IN NO EVENT SHALL CODECOGS BE LIABLE TO PURCHASER OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, LOSS OF TRANSACTIONS OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Purchaser agrees to release CodeCogs (and its agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Web Site, the Services, or a dispute.

2.14 Governing Law and General Provisions

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom whose courts shall have jurisdiction over all disputes relating to this Agreement.

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified in writing signed by an authorised officer of CodeCogs.com or Zyba Ltd.

CODECOGS RESERVES THE RIGHT TO OCCASIONALLY MODIFY, UPDATE, OR CHANGE THIS AGREEMENT. CODECOGS SHALL CLEARLY LABEL ANY CHANGES AND POST A NOTICE IN THE 'ANNOUNCEMENT & NEWS' SECTION OF THE FORUM TO INFORM PURCHASERS ABOUT ANY SUCH CHANGES. EMAIL AND WRITTEN NOTICE WILL NOT GENERALLY BE GIVEN. IF YOU WOULD LIKE TO VIEW ANY CHANGES THAT ARE MADE THEN YOU ARE ENCOURAGED TO REGULARLY VISIT AND REVIEW THIS DOCUMENT ONLINE, AS WELL AS MONITOR THE 'ANNOUNCEMENT & NEWS' SECTION OF THE FORUM. IF YOU FIND ANY MODIFICATION TO BE UNACCEPTABLE YOU HAVE THE OPTION TO TERMINATE THIS AGREEMENT. TO DO THIS YOU MUST SEND NOTIFICATION OF YOUR INTENTION TO TERMINATE THE AGREEMENT TO CODECOGS AT: SUPPORT@CODECOGS.COM OR CODECOGS.COM C/O ZYBA LTD, BROADWOOD, HOLFORD, BRIDGWATER, SOMERSET, TA1 1DU, ENGLAND.

This is the entire agreement between CodeCogs and Purchaser relating to the Software and Documentation and it supersedes any prior representations, discussions, undertakings, end user licence agreements, communications or advertising relating to the Software and Documentation.

End of Agreement