Terms and Conditions
- General Provisions
- The Platform is an online venue that provides people interested in software and video games with a secure space to connect and purchase various game-related content offered by Providers participating in the Platform.
- Please note that the Platform is not an online shop, but an online platform and all the transactions are being conducted between Users and Vendors while KODEBIX, unless expressly provided otherwise, does not engage either in selling or purchasing of the digital content.
- For avoidance of doubt:
- sales carried out through the Platform are made between the respective Users and Vendors while KODEBIX only provides secondary services related to establishing and maintaining the Platform and providing additional services related to ensuring a smooth and safe experience for Users and Vendors;
- these Terms and Conditions set out contractual relationships between KODEBIX and Users, and between KODEBIX and Vendors in relation to KODEBIX administering the Platform;
- these Terms and Conditions do not govern relationships between Users and Vendors;
- in particular these Terms and Conditions do not set the terms of specific transactions being concluded between Users and Vendors such as: purchase price, content and quality of the Digital Content, safety, warranty and liability provisions related to the sale of Digital Content via the Platform. KODEBIX does not verify the veracity and accuracy of data provided by Users and Vendors.
- Notwithstanding the above, solely for the purposes of maintaining KODEBIX brand, ensuring smooth functioning of the Platform, and avoiding unfair practices and illegal activities on the Platform, KODEBIX reserves the right to set out general guidelines related to selling and buying content via the Platform.
- Please be advised that these Terms and Conditions may change from time to time in accordance with the procedure provided in Section 3.6 below. KODEBIX strongly recommends Users and Vendors to read the Terms and Conditions from time to time in order to fully familiarize themselves with the particular terms in force at any given time.
Account – an account which gives a possibility for the User or the Vendor to use Services provided in the Platform and get all of the benefits from it.
Digital Content – digital content which has the activation code and can only be used after it is activated on the User’s computer platform or other digital content offered for purchase by Vendors via Platform.
KODEBIX – with registered office at Address: Cra. 53 #104B-35, Bogotá, Republic of Colombia
Platform – this platform is made available on the Internet under the address: kodebix.com.
Sales Contract – any contract between the User and the Vendor which obliges the Vendor to transfer the access to the Digital Content to the User and the User to pay the price thereof.
Service – one of the services which are provided by KODEBIX as described in these Terms and Conditions.
Terms and Conditions – this set of rules that determines the rights and obligations of Users, Vendors, and KODEBIX and the terms regulating the use of the Platform.
User – a natural person who acts in relation to these Terms and Conditions for the purposes other than their trade, business, craft, or profession (i.e., consumer), and has registered an Account on the Platform and (or) has an intention to purchase Digital Content by using Services provided by KODEBIX.
Vendor – an entrepreneur operating in any form who sells Digital Content to Users via the Platform.
- Applicability of these Terms and Conditions
- Users who are prohibited from using the Platform due to regulations of the respective state or regional restrictions, including the country/region of current residence of the User and place of use of services, are hereby asked to refrain from using the Platform.
- Each User confirms that they are at least 16 (sixteen) years old or have reached the age under respective country’s laws which allows them to assume responsibility for obligations emerging from contractual relations and has a full capacity to take legal actions. Also, each User confirms that there are no restrictions under respective country’s laws for them to use Services provided by KODEBIX.
- Each Vendor confirms that they are an entrepreneur and accept these Terms and Conditions. Each Vendor hereby states that there are no factual or legal grounds preventing them from accepting these Terms and Conditions and concluding Sales Contracts with the Users via the Platform aimed at the sale of Digital Content to the Users.
- KODEBIX has the right to make changes and modifications to these Terms and Conditions, including the right to draw new provisions and withdraw the old ones, at its own discretion, unilaterally and at any time by announcing the amendments of the Terms and Conditions on the Platform. By further using of the Platform and the Services, Users and Vendors confirm being bound by all changes to these Terms and Conditions. The amendments of the Terms and Conditions come into effect in 10 (ten) days after the announcement on the Platform unless it is explicitly stated otherwise.
- Users and Vendors may enter into additional separate agreements with KODEBIX. In case of any conflict between the provisions of these Terms and Conditions and such additional agreements, the provisions of additional agreements shall prevail unless explicitly provided otherwise in the said additional agreements.
- KODEBIX communicates with Users and Vendors by sending e-mails, through the Platform Account’s electronical system by leaving notices to them, or through distribution of notices via communication channels within other services. Users and Vendors unconditionally consent to receive communications electronically and agree that all agreements, notices, disclosures and other communications that KODEBIX electronically provides shall meet any legal requirements of such communication in writing.
- Service Fees
- Unless expressly provided otherwise, KODEBIX collects its commission and any other possible fees from the prices determined by the Vendor in relation to each transaction. During the process of creating and auction a Vendor is provided with all the information on commissions and other fees which the Vendor is subject to in relation to listing a particular auction with the Platform.
- The use of the Platform, the creation of an Account and the purchase of Digital Content through the Platform are free for Users. KODEBIX’s commission is charged from the sales price of the Digital Content specified by the Provider. However, Users may be charged for additional services contracted from KODEBIX through the Platform. To the amount of the fees for said additional services, KODEBIX may add the amount of the Value Added Tax (VAT) at the applicable rate in the User’s place of residence in the territory of Colombia, sales tax was adopted by decree 3288 of 30 December 1963 and only entered from January 1, 1965.
- Users and Vendors are solely responsible for paying fees and taxes relating to their use of Services available on the Platform. Users and Vendors are particularly responsible for paying due taxes, fees or other due amounts required in connection to the contracts entered into via the Platform on their own. In any case KODEBIX shall not be responsible for settling such fees and taxes. If a certain payment method shall fail or an invoice is overdue, KODEBIX reserves its right to demand payment by way of another method of payment including all possible additional costs of such method.
- Whenever KODEBIX provides Services to any person who is considered to be an entrepreneur, such person acknowledges and agrees to account for any due Goods and Services Tax (GST), VAT, Sales Tax or any similar tax via the applicable reverse charge mechanism.
- Each User is obliged to disclose their place of residence. Users are hereby informed that KODEBIX may use tools to detect the localization of computer network device (and the connection) as regards the country of origin from which the registration is performed. KODEBIX may refuse to set-up the Account or suspend or terminate such in case the place of residence indicated by the User differs from the results of verification made by KODEBIX, in particular by localization of computer network devices (and the connection), as regard the country of origin from which the Platform is accessed. Each User is entitled to set up only one account, unless expressly agreed otherwise on a case-by-case basis. For avoidance of doubt, Users must not use VPN connection during the use of Platform, unless expressly agreed otherwise on a case-by-case basis.
- As per its internal procedures KODEBIX may from time to time carry out KYC procedures and request from its Users and Vendors presentation of proper documents and information related to their identity and activities within the Platform. Such may include User’s identification documents as well as various Vendor’s documentation, confirming Vendor’s legal status, registered address, authorization to represent the Vendor, VAT identification number and other data that may be necessary in a given case. Failure to provide such documents and information within the term set by KODEBIX may constitute the reason to refuse registration and (or) be the grounds for suspending or terminating an already registered Account.
- Following correct registration on the Platform by the User, they are provided with an access to the full functionality of the Platform after entering their login and password.
- At any time if KODEBIX believes that the Account is at high risk of making damage to any person, KODEBIX has all the rights to suspend the use of the Account by restricting access logging into the Account, withholding transactions and etc. After the risk is eliminated (in the sole discretion of KODEBIX), KODEBIX shall reactivate the Account. In the situation where the manager of an Account violates law or these Terms and Conditions, KODEBIX has the right to terminate the Account. KODEBIX shall be entitled to suspend or terminate the use of the Account provided that in the opinion of KODEBIX any other circumstances occur which may result in risk to any person or breach of laws.
- Users are responsible for reasonable care of their Account and they must ensure that their e-mail address is up to date. KODEBIX is not responsible for situations where Users do not receive information because of their negligence.
- In the situation where KODEBIX decides that the Platform must be modernized or it is having technical problems, KODEBIX has the right to restrict the possibility of logging into Accounts or using respective Services or even general access to the Platform.
- Users acknowledge that giving away login details of their Account to another person could cause damage to KODEBIX or third persons. Users are liable for securing that type of information and in the case where they fail to ensure that, Users are responsible for eliminating all caused damage.
- The Account is made available to the User by KODEBIX free of charge and allows them to use the Services offered through the Platform, which is possible from any place in the world via the Internet network.
- Services (or any other functionalities incorporated into the Platform) may differ between different countries or regions. KODEBIX does not provide any guarantee to the effect that a service or functionality of a certain type or reach will be available for all Users. KODEBIX reserves the right to restrict, decline or create another level of access relating to the use of Services (or any other functionality incorporated into the Platform) for different individual Users.
- Accounts are also created for Vendors. In order to start selling via the Platform the Vendor must contact KODEBIX by filling up the registration form and providing the requested documents and information. After successful registration, KODEBIX shall create an Account and shall provide the Vendor with the login details, that later may be changed by the Vendor.
- In case of any violations of these Terms and Conditions and the applicable laws by the Vendor, KODEBIX reserves the right to suspend or terminate the Vendor’s Account. Sections 5.6-5.9 apply to Vendors as well.
- Notwithstanding the above, the Account of the Vendor may also be suspended or terminated if it is noticed that the Digital Content put on sale violates third party intellectual property rights or had already been used.
- Users and Vendors shall not use other Accounts and will not make their Accounts available to other User or any third parties. The above shall not apply to the Vendors’ making their Account available to the persons duly authorized to act on their behalf as well as their employees, authorized by the Vendor to use the Account. To the extent permitted by law, KODEBIX shall be exempted from any liability against Users and Vendors related to such violating this provision. For avoidance of doubt, Users and Vendors shall assume all liability for actions and outcomes of actions of persons whom they provided with the access to their Account.
- Both Users and Vendors are obliged to keep their registration data up-to-date and swiftly inform KODEBIX on any changes of such data.
- Terms and Conditions of Use
- In accordance with these Terms and Conditions, KODEBIX grants Users a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Services provided by KODEBIX . Such license is strictly limited to functionalities of the Platform and does not extend to any licences to Digital Content (including game activation codes offered by Vendors via the Platform). For avoidance of doubt any licences to Digital Content may only be granted upon discretion of their owners or other authorized persons.
- All rights not expressly granted to the Users in these Terms and Conditions are reserved and retained by KODEBIX or their owners, licensors, suppliers, publishers or other authorized persons.
- Any intellectual property objects such as any texts, graphic materials, interactive functions, logos, photographs, files, software on the Platform, except for those uploaded, transmitted, made available, published by Users and Vendors, as well as the selection, organization, coordination, compilation of the materials and the general outline and nature of the Platform constitute the intellectual property of KODEBIX . They are protected by copyrights, trademarks, patents, industrial design rights and any other rights and provisions, including international conventions and property rights. Any such rights are reserved for KODEBIX . Any trademarks, marks and trade names constitute KODEBIX property.
- Unless with written express KODEBIX consent, neither Users nor Vendors are allowed to: duplicate, copy, download, disseminate, sell, distribute or resell any services, information, texts, graphics, video clips, sounds, screenplays, files, databases or lists whatsoever available on or via the Platform nor use them otherwise. It is forbidden to retrieve the Platform content systematically to create or compile, either directly or indirectly, a collection, compilation, database and catalogue (by using robots, search engines, automatic or manual devices) without express written permission of KODEBIX . The use of any content or materials available on the Platform for purposes not specified in the Terms and Conditions is prohibited, especially any use, publication, copying in any form – whether electronic, mechanic, photographic or other (All Rights Reserved).
- KODEBIX is allowed to provide Users hyperlinks on the Platform (i.e., banners, channels) with access to the content, products or services offered by other providers leading them to the Platforms of such providers. KODEBIX is not liable for the certainty, accuracy or trustworthiness of information submitted by mentioned providers. KODEBIX recommends reading all documents on sites of such providers. Users acknowledge that KODEBIX has no control of these providers actions.
- Users and Vendors including, but not limited to, confirm and state that they:
- will not publish any improper or faulty information which may be harmful to KODEBIX, other Users, Vendors or third persons;
- will not upload or spread any information on the Platform which could violate laws, contractual agreements or third persons’ rights. Such potentially sensitive information could be copyrighted material, personal data, trade secrets and other;
- will not impersonate another person or entity, whether existing or fictional, or falsely maintain to be related to any other person or entity, nor access other User’s or Vendor’s Accounts, nor provide any false information which could mislead KODEBIX, other Users or Vendors;
- will not attempt to hack, modify, disable or affect in any other way the Platform or challenge its security;
- will not use the Platform for any other purposes than as it is intended to be used considering the purposes of KODEBIX Services;
- will not try to collect any personal data which is being held at the Platform system without the consent of particular data subject and will not offend or deceive other Users or Vendors;
- will not use the Platform for any illegal purposes or for violating any laws, including provisions relating to copyright, intellectual property rights and other property rights protection;
- will not try to interfere with the Platform’s activity or prohibit other Users or Vendors from using the Platform (or making it difficult to use);
- will not transfer for remuneration nor in any other way make available for remuneration part or whole of their Account;
- will not make transactions with money from illegal or undisclosed sources.
All the actions mentioned above include attempts of performing one of them or creating circumstances for such actions to materialize.
- By posting or publishing their own materials on the Platform or by any other distribution of such to KODEBIX, Users and Vendors within the scope permitted by the laws grant an irrevocable, permanent and free of charge license for KODEBIX to use these materials, including, but not limited to, present, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create content related and otherwise, in any way and for any purpose whatsoever that might be beneficial to the operation of KODEBIX , currently or in the future. Users and Vendors acknowledge and warrant to KODEBIX that they have sufficient means and rights to ensure such license.
- VENDORS ARE STRICTLY PROHIBITED FROM LISTING AND SELLING ANY DIGITAL CONTENT WHICH INFRINGE THE APPLICABLE LAWS, THIRD PARTY RIGHTS (INCLUDING COPYRIGHT) OR THESE TERMS AND CONDITIONS.
Users and the role of KODEBIX
- Each User is aware and acknowledges that expressing their willingness to purchase Digital Content (ie placing an order related to the purchase of Digital Content) from the Seller through the Platform may imply an obligation to pay, provided that the willingness to conclude a contract and a charge of the User is expressed by the Seller. For the avoidance of doubt, Users who express their willingness to purchase Digital Content should note that the Seller may have the right to withdraw from entering into a Sales Contract in accordance with the delivery and payment authorization preferences chosen by the Seller.
- KODEBIX does not authorize the delivery of Digital Content sold by Providers and is not responsible for and does not authorize payment for Digital Content delivered through the Platform by Providers.
- KODEBIX allows Users and Providers to collect payments from Users through specific payment channels available on the Platform. For the avoidance of doubt, Providers may allow such payments to be made outside of the KODEBIX ecosystem, in which case Users will be responsible for ensuring that the payment has been made properly and securely, documented, and that all information has been communicated to the Provider. . With respect to payments made within the KODEBIX ecosystem, each Provider acknowledges and grants permission to KODEBIX to deduct its commissions and other fees from the funds collected in its bank account and transfer the remaining part to the Provider’s bank account.
- KODEBIX encourages the amicable resolution of any dispute between Users and Providers. For this purpose, KODEBIX provides Users and Providers with a dispute resolution mechanism, through the help center functionality available on the Platform. In it, Users and Providers can agree that the funds be returned to the User or that the defective product purchased be exchanged. In order to maintain the KODEBIX brand, prevent unfair practices and illegal activities on the Platform, KODEBIX may participate in such process as an intermediary, however, the right to resolve such disputes shall remain with the Providers. In the event that the User is not satisfied with the conclusion of said resolution, he may file the respective claims against the Seller before the courts or by any other means.
- Users and Providers acknowledge that entering into any contract on the Platform involves the risk of dealing with abusive persons. KODEBIX acts carefully and uses reasonable measures to verify the veracity of the information and data provided by Users and Providers in order to identify the respective Users and Providers and determine their suitability to use this Platform and dispose of Accounts. However, Users and Providers must also make reasonable efforts to ensure that the respective User or Provider is suitable for any transaction and business relationship.
- Users and Providers are personally responsible for observing all the terms and conditions of the transactions carried out on, through or as a result of the use of the Platform or the Services, in particular, the Terms and Conditions and other commitments. This also includes, but is not limited to, payment terms, warranty, returns, delivery, lead time, insurance, fees, taxes, licenses, or penalties.
- In order to unify the rules of the transactions carried out through the Platform and guarantee the standard of good practices when carrying out the above transactions, the Users and Providers confirm that the Sales Contract between the User and the Provider enters into force once that access to the Digital Content is provided and the charge to the User is authorized by the Seller. All other actions related to the Sales Contract, rights and obligations, are regulated by appropriate laws or agreements between Users and Sellers.
- KODEBIX will cooperate with Users and Providers with respect to all matters related to the proper provision of the Services. Communication between KODEBIX and Users and Providers will take place through the Platform’s help center, email or other separately agreed communication channels.
- KODEBIX will provide technical support to Users and Providers whenever they encounter any problem in relation to the functionality of the Account or the Platform.
Users are entitled to request Vendors to issue invoices related to purchases made by Users of Digital Content via the Platform. Pursuant to the applicable law, each Vendor may be obligated to issue and deliver the requested invoice as soon as possible, however, no longer than provided by the respective applicable laws.
Vendors and the role of KODEBIX
- KODEBIX being an administrator of the Platform, provides Vendors meeting certain requirements with an opportunity to sell Digital Content to the Users via the Platform.
- Each Vendor determines the price of the Digital Content which they intend to sell via the Platform. Unless expressly provided otherwise and subject to Sections 4.1-4.2 KODEBIX collects its commission and any other possible fees from the amount of such price. Users and Vendors confirm their understanding that KODEBIX and individual Vendors may also agree in additional agreements indicated in Section 3.7 on other commissions and fees.
- By listing Digital Content on the Platform, Vendor instructs KODEBIX to publish on the PlatformVendor’s invitation to conclude an agreement for Users willing to purchase Digital Content at a price determined by the Vendor. As such it shall not constitute a sales offer within the meaning of the civil law. Vendor shall be entitled to change the price of the offered Digital Content, provided that no Users have expressed the will to purchase such. Each Vendor acknowledges and consents that the product prices and descriptions are made public and are available for all Users of the Platform.
- For the purposes of listing Digital Content on the Platform, Vendors provide information on the products to be put on sale on the Platform and consent to KODEBIX reviewing and finalizing the descriptions in order to ensure the general standard of the listing descriptions on the Platform. Each Vendor undertakes to provide true and complete information necessary to complete such descriptions. Provided information must properly reflect the real features of the product. KODEBIX shall not be responsible for any inaccuracies of the product descriptions arising due to Vendors providing KODEBIX with incorrect information. Vendors hereby authorize KODEBIX to use information indicated in this Section free of charge, to prepare descriptions of products being sold, including modifications, alterations and translations of this information.
- Each User is aware and hereby acknowledges that by expressing their will to purchase Digital Content (i.e., placing an order connected with the purchase of Digital Content) from the Vendor via the Platform may entail an obligation to pay, provided that a will to conclude a contract and to charge the User is expressed by the Vendor. For avoidance of doubt, Users expressing their will to purchase the Digital Content must be aware that the Vendor may be entitled to withdraw from entering into a Sales Contract according to the delivery and payment authorization preferences chosen by the Vendor.
- KODEBIX does not authorize delivery of Digital Content sold by Vendors and is not responsible for and does not authorize payments for Digital Content delivered via the Platform by Vendors.
- KODEBIX enables Users and Vendors to have due payments of the Users paid by means of specific payment channels available on the Platform. For avoidance of doubt, Vendors may allow such payments to be made outside the KODEBIX ecosystem in which case the Users shall be responsible for ensuring that the payment has been duly and securely made, documented and all information has been communicated with the Vendor. With regards to the payments made within the KODEBIX ecosystem, hereby each Vendor consents and grants permission to KODEBIX to deduct its commissions and other fees from the funds collected on its banks account and transfer the remaining part to the Vendor’s bank account.
- KODEBIX encourages amicable resolution of any disputes between Users and Vendors. For this purpose, KODEBIX provides Users and Vendors with a dispute resolution mechanism – via help centre functionality available on the Platform. Therein Users and Vendors may agree to have the funds returned to the User or have the purchased faulty product exchanged. To maintain KODEBIX brand, avoid unfair practices and illegal activities on the Platform, KODEBIX may participate in the said process as an intermediary, however, the right to resolve such disputes shall remain with the Vendors. In case the User is not satisfied with the conclusion of such resolution, they may raise the respective claims against the Vendor at court or in any other way.
- Users and Vendors acknowledge that entering in any contracts on the Platform involves the risk of dealing with abusive people. KODEBIX acts carefully and uses reasonable measures in order to verify the truthfulness of the information and data provided by Users and Vendors for the purpose of identifying respective Users and Vendors and determining their suitability to use this Platform and dispose of Accounts. Nevertheless, Users and Vendors should also use reasonable endeavours to make sure that the respective User or Vendor is suitable for any business transactions and relationships.
- Users and Vendors are personally responsible for observing all the terms and conditions of transactions conducted on, via or as a result of using the Platform or Services, in particular, the Terms and Conditions and other commitments. This also includes, but is not limited to, payment terms, warranty, returns, delivery, time of delivery, insurance, fees, taxes, licenses, or penalties.
- In order to unify rules of transactions performed via the Platform and to ensure standard of fair practice when conducting the above Users and Vendors hereby confirm that the Sales Contract between the User and the Vendor becomes valid once the provision of the access to the Digital Content and the charge to the User are authorized by the Vendor. All further actions connected with the Sales Contract, rights and obligations, are regulated by adequate laws or agreements between Users and Vendors.
- KODEBIX will cooperate with Users and Vendors with regards to all of the questions related to appropriate provision of Services. Communication between KODEBIX, and Users and Vendors will proceed through the Platform’s help centre, e-mail or other communication channels agreed separately.
- KODEBIX will provide Users and Vendors with technical support provided they encounter any problems in relation to the functionality of the Account or the Platform.
Sale of Digital Content via the Platform may trigger an obligation for the Vendors to document such sale with respective bills (Transaction Documentation). As KODEBIX has the technical resources necessary to issue such Transaction Documentation, Vendors hereby authorize KODEBIX to issue such in the name and on behalf of the Vendor concerning its sales made via the Platform. Vendors may opt-out of such outsourcing by contacting KODEBIX directly.
Vendors agree to disclose and provide KODEBIX with all the information necessary for preparing such Transaction Documentation. Vendors confirm their understanding that such Transaction Documentation shall be made available to Users purchasing Digital Content from the Vendor.
While KODEBIX exercising due care when issuing such Transaction Documentation, KODEBIX does not in any way guarantee compliance with all laws and regulations of such Transaction Documentation. Vendors are advised that it remains the sole responsibility of each Vendor to ensure that any and all Transaction Documentation complies with applicable laws.
KODEBIX Transaction Documentation service shall be provided on “as is” basis and each Vendor confirms that KODEBIX does not make any representations or warranties whatsoever, express or implied, whether oral or written, with respect to the Transaction Documentation service, including but not limited to any implied warranties of accuracy or compliance.
Each Vendor shall defend, indemnify and hold harmless KODEBIX, its related companies, and its and their directors, officers, employees, agents and licensees, from and against any claims, allegations, suits, losses, damages, liabilities, costs, settlements and expenses (including reasonable attorneys’ fees) arising from or related to any third party claim, suit or proceeding resulting from an act or failure to act on the part of the Vendor or any of their officers or employees, that may occur during or which may arise out of the performance of the Transaction Documentation services. This defence and indemnification obligation set forth in this Section will survive termination of these Terms and Conditions.
The sole remedy of the Vendor for any error, defect or failure in the Transaction Documentation shall be the correction of such defect or error.
Each Vendor acknowledges that it may be obligated to issue an invoice to the User for the sale of Digital Content pursuant to applicable laws. The said invoice may be delivered by the Vendor to the User as a result of uploading it on the Platform.
Each Vendor acknowledges, agrees and confirms that it is aware that KODEBIX shall not be responsible for issuance and delivery of the invoice due to the sale of Digital Content in accordance with applicable law. Vendor hereby agrees to defend, indemnify and hold harmless KODEBIX, its related companies, and its and their directors, officers, employees, agents and licensees, from and against any claims, allegations, suits, losses, damages, liabilities, costs, settlements, and expenses (including reasonable attorneys’ fees) arising from or related to any third party claim, suit or proceeding resulting from an act or failure to act on the part of the Vendor or any of its officers or employees, that may occur during or which may arise out due to failure or improper performance of the obligation related to issuance and delivery of an invoice to the User. The defence and indemnification obligation set forth in this Section will survive termination of these Terms and Conditions.
- Obligations of Vendors
- By accepting these Terms and Conditions, and by placing any Digital Content for sale on the Platform, each Vendor warrants and acknowledges that:
- it has a full capacity and right to accept the Terms and Conditions any related documentation, to grant licences and authorizations and assume obligations described herein;
- such Digital Content is legally obtained and originates from legal sources, is free from any defects and any third-party rights and claims, and the Vendor possesses all the necessary licenses, rights, permits and consents to their use, distribution, posting, publication, sale, including the right to sale through the Internet, online system, as well as that the rights are not limited in any way;
- such Digital Content does not violate any third-party rights, including copyrights, trademarks, patent rights, trade secrets, privacy rights, image rights, nor any other ownership rights or intellectual property rights;
- it commits to use the Platform and Services in line with these Terms and Conditions, applicable laws and good practices;
- it will not engage in any activities that could be detrimental to KODEBIX brand or which may have negative effect on the Platform, or the Digital Content sold via the Platform;
- it will not use the Platform for any money laundering related activities nor for any actions that may in the view of KODEBIX raise the risk of being accused of using the Platform for money laundering purposes;
- it will not use the Platform to resell Digital Content acquired free of charge or with a discount related to a charity event or supporting such an event;
- will not use VPN connection during the use of Platform, unless expressly agreed otherwise on a case-by-case basis;
- will not list and will not sell on the Platform Digital Content which contains or may be used to receive, directly or indirectly, illegal contents and services.
- Each Vendor agree and acknowledge that it:
- is the seller and supplier of the Digital Content and this will be clearly defined in their contractual arrangements with the Users, as well as the relevant invoices, bills or sales receipts;
- will set general terms and conditions of the sales made to the Users;
- will authorize the relevant charge to the Users and the delivery of Digital Content;
- is solely responsible for paying VAT, GST, Sales Tax or any similar tax liabilities in compliance with the applicable laws resulting from the sale of Digital Content to Users via the Platform (if any).
- In case the Vendor is a business representative of the legal entity, it warrants, represents and certifies that as such a representative they possess the necessary consents and authorizations from their principal to act as a sales representative and publish the contact details necessary for conducting business.
- Vendors are obliged to provide information or documents related to their business, company or Digital Content at first request of KODEBIX. Each Vendor represents, warrants, acknowledges and takes full responsibility that:
- the information and documents submitted during the registration process or further use of the Platform are true, accurate, valid and complete;
- it will immediately report all changes to the documents accordingly in order to keep them true, valid and complete.
- Each Vendor agrees to provide all necessary information, materials and permissions and all reasonable support and cooperation to KODEBIX, for the latter to provide its Services depending on whether or not the Vendor has violated the Terms and Conditions and/or a complaint against the Vendor has been filed. If failure to do so is caused by any delay, suspension or denial of access to any Service, KODEBIX will not be obliged to extend the term of such a service or held liable for any loss or damage caused by such a delay, suspension or denial.
- Each Vendor agrees and acknowledges that they are obliged to act in conformity with all the laws and regulations applicable to themselves, the transaction and the respective User.
- Unless expressly provided otherwise by KODEBIX, Vendors acknowledge and agree that they will only use Platform to sell products in a digital form, meaning that products will be available for download by Users to their hard drives and will not be delivered or stored on material media carriers.
- With regards to post-sale communication, each Vendor undertakes to:
- use functionality indicated in Section 7.8 to resolve all post-sale issues;
- not engage in unfair practice and resolve arising issues in good faith, i.e., to actively try to resolve Users’ issues and avoid delay in response beyond what is reasonably necessary to investigate and resolve such issues;
- not to post, promote or transmit any unlawful, harassing, libellous, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;
- not mislead the Users or post false information;
- not refer to KODEBIX as the party responsible for resolving post-sales issues, other than in the case of malfunction of the Services provided by the Platform.
- KODEBIX reserves the right to take actions against any Vendor that would be found in breach of terms set forth in Section 8.8 above, up to, and including restricting Services provided via the Platform. For the avoidance of doubt, KODEBIX acts only as an intermediary and is not responsible for the contents of the conversations between Users and Vendors.
- By accepting these Terms and Conditions, and by placing any Digital Content for sale on the Platform, each Vendor warrants and acknowledges that:
- KODEBIX liability is excluded in relation to:
- any adverse consequences resulting from access, use of or inability to use the Platform due to reasons beyond KODEBIX control;
- any actions taken by KODEBIX in relation to Users or Vendors related to infringement of these Terms and Conditions or applicable laws. Such include suspending or terminating Accounts or limiting functionality of the Platform;
- implications of any access to data and information being reached by third persons in an unauthorised way which was not possible to track in time, unless KODEBIX did not take reasonable actions as soon as possible to prevent the consequences, also where any adverse consequences to private data occur subject to actions and omissions of Users and Vendors;
- any adverse consequences due to viruses, trojan horses etc. which may be transferred to the Platform or through the Platform by third parties, except that KODEBIX shall ensure that all the reasonably available measures are taken to remove such threats;
- laws or any third-party rights infringed by Users and Vendors, in particular in relation to any damages caused to third parties by Users and Vendors as a result of violating copyrights, industrial property rights, etc., in particular for any demands in relation to the transmission, distribution, publication, offering, presentation of data to which the third persons have the claims or rights to the Digital Content;
- transaction of purchase being not completed because of the technical problems in one of the proposed payment methods on the Platform;
- purchased Digital Content not working in a way that it should be;
- KODEBIX cannot reasonably ensure that Users and Vendors have the full capacity to perform any Sale Contracts concluded on the Platform. Users and Vendors are solely responsible for the performance of their Sale Contracts.
- KODEBIX declines all guarantees that consist of condition, suitability, quality or functioning warranties related to the services available on the Platform, as well as Digital Content sold by Vendors. KODEBIX is only liable for proper availability of using Services. Vendors shall be solely responsible for the Digital Content sold via the Platform. KODEBIX shall not bear any liability against any third parties related in particular to non-performance or improper performance by Vendors of their Sale Contracts entered into with Users, or to any delict committed by Vendors, any infringement by Vendors of the law in force or related to any false information, assurances or statements submitted by Vendors. If any claims, complaints, petitions, pretensions, etc. be directed by third parties to KODEBIX, related to any Vendor’s behaviour indicated in this Section above, such Vendor shall be obliged to take full responsibility against these entities and the Vendor shall bear all and any costs related thereto and borne by KODEBIX . Moreover, where third parties would file any claims against KODEBIX related to any violations on part of any Vendor, in particular violation of copyrights, such Vendor shall replace KODEBIX in such proceedings or shall act as a third-party respondent.
- To the fullest extent permitted by law, all services provided by KODEBIX on or via the Platform are made available on an AS IS, IF AVAILABLE, and WITH ALL DEFECTS basis, and KODEBIX hereby expressly declines all warranties, including but not limited to any warranty of condition, quality, durability, functioning, reliability, merchantability or suitability for any specific purpose of the Digital Content sold by Vendors, unless consumers rights protection laws provide otherwise.
- The total liability of KODEBIX against Vendors is limited to the amount of USD 200. The foregoing sentence does not waive the need to prove and document the respective damage alleged to be sustained by the Vendor. Vendors must prove suffered damage in order to acquire the right to require the amount of damage from KODEBIX. Any claims to KODEBIX must be raised within 20 (twenty) days after the date on which a problem occurs. In countries where limitation of liability against consumers is possible, the terms of the first and second sentence of this Section shall apply accordingly.
- Each Vendor shall fully indemnify, hold harmless and defend (for the purposes of this Section 9, indemnify and indemnification) KODEBIX and its directors, officers, employees, agents, stockholders and affiliates (for the purposes of this Section 9, Indemnified Parties) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), which arise out of or relate to (i) any breach of any representation or warranty of the Vendor contained in these Terms and Conditions, (ii) any breach or violation of any covenant or other obligation or duty of the Vendor under these Terms and Conditions or under applicable law, (iii) any alleged breach or violation by the Vendor of third party rights, including intellectual property rights, (v) any claim related to the auction or transaction listed by the Vendor or listed by KODEBIX on behalf of the Vendor in each case whether or not caused by the negligence of KODEBIX or any other Indemnified Party and whether or not the relevant claim has merit.
- Each Vendor shall inform KODEBIX in writing of any claim, demand or suit and shall fully cooperate in the defence thereof. No Vendor will agree to the settlement of any such claim, demand or suit prior to the final judgment thereon without the consent of KODEBIX whose consent may be withheld at KODEBIX sole and entire discretion.
- Unless the applicable law provides otherwise, KODEBIX is entitled to make, at its absolute discretion, any set-off from funds accumulated by any Vendor.
- Each Vendor acknowledges and agrees that during the validity of these Terms and Conditions and after their termination or expiration for any reason whatsoever, Vendor shall continue to bear liability for all indemnification obligations pursuant to these Terms and Conditions and all other amounts due or which may become due under these Terms and Conditions. This liability is not subject to any limitation of liability that may be expressed elsewhere in these Terms and Conditions.
- KODEBIX liability is excluded in relation to:
- Events Outside KODEBIX Control
- KODEBIX will not be liable or responsible for any failure to perform, or delay in performance of, any of KODEBIX obligations under these Terms and Conditions that is caused by an Event Outside KODEBIX Control. An Event Outside KODEBIX Control is defined below in Section 10.2.
- An Event Outside KODEBIX Control means any act or event beyond KODEBIX reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- If an Event Outside KODEBIX Control takes place that affects the performance of KODEBIX obligations under these Terms and Conditions:
- KODEBIX will contact the affected Users and Vendors as soon as reasonably possible to notify such; and
- KODEBIX obligations under these Terms and Conditions will be suspended and the time for performance of KODEBIX obligations will be extended for the duration of the Event Outside KODEBIX Control.
- In case the User has complaints about the Digital Content purchased subject to the provisions of Section 7.8 they may file a complaint to the Vendor within the help centre functionality available on the Platform. In such cases KODEBIX only helps in initiating the complaint procedure and facilitates communication between disputing parties but does not resolve the complaint.
- If the User purchased the Digital Content and has not reviewed such on KODEBIX platform, they may return such Digital Content provided that the Vendor grants the User a right to return purchased Digital Content. Vendors shall unequivocally determine and indicate in its terms of sale whether they grant such right with regard to a given Digital Content or a given User.
- Users are entitled to submit complaints regarding services supplied by KODEBIX to State Consumer Rights Protection Authority (Cra. 53 #104B-35, Bogotá, email firstname.lastname@example.org tel. +571 321 4968189).
- Users and Vendors can terminate the agreement with KODEBIX by removing their Account from the Platform. It can be done by submitting the request at their Account’s system. KODEBIX deletes the Account within 7 (seven) days after the day the request was submitted. During this period, the respective User or Vendor has the right to cancel the removal of the Account.
- During the period of agreement termination, the User or Vendor cannot create another Account on the Platform.
- KODEBIX may temporarily restrict or suspend access to User’s or Vendor’s Account if its security is compromised in any way or if significant violations of this agreement or the law (by the Users or Vendors) are discovered (if KODEBIX does not terminate the agreement because of this). Execution of decisions provided in this Section 12 cannot violate consumer rights.
- Final Provisions
- Without the permission of KODEBIX, Users have no right to transfer their obligations, claims or rights to third persons. Users agree that KODEBIX shall have the right to transfer its rights and obligations arising from the agreements to third persons. KODEBIX will inform of such transfer on the Platform.
- If any provision of these Terms and Conditions is held to be illegal, invalid or unenforceable by a court or arbitral tribunal, the other provisions of these Terms and Conditions will remain in full force and effect. Any provision of these Terms and Conditions held to be illegal, invalid or unenforceable only in part, or to a certain degree, will remain in full force and effect to the extent that it is not held illegal, invalid or unenforceable.
- These Terms and Conditions and the relations between KODEBIX and Users in respect to these Terms and Conditions (including the execution, validity, invalidity, implementation and termination of these Terms and Conditions) are governed by and interpreted in accordance with the laws of the Republic of Colombia unless the domestic law applicable to the User being a consumer provides otherwise. Any dispute, controversy or claim, arising out of or relating to these Terms and Conditions, their breach, termination or validity shall be finally settled in the respective court of the Republic of Colombia subject to the rules of jurisdiction, unless the domestic law applicable to the User being a consumer provides otherwise.
- Except otherwise provided in these Terms and Conditions, no delay of KODEBIX or User to exercise any right or to perform an obligation under these Terms and Conditions shall be considered as a waiver of such right or excuse from the performance of such obligation and separate or partial performance of any obligation. Separate or partial exercise of any right shall not mean that this obligation need not be performed, or this right may not be exercised in the future.
- All the data and information stored on the Platform can be used by KODEBIX on purpose to its functioning.
- Communication with KODEBIX support proceeds through the e-mail address email@example.com.
- Different countries’ laws may cause unavailability for some Users or Vendors to use respective services of the Platform.
- In the event Terms and Conditions are translated into other languages and if there are differences between the English version and such translation, the English version shall prevail, unless provided otherwise or unless such apparent inconsistency arises out of a difference in legal requirements in a specific jurisdiction