Terms & Conditions

1.1.1 These terms and conditions (collectively, the “Terms”) govern your use or access to the web or mobile based platform available at www.coda.co (“Coda Platform”) and any related services, offered or managed by Coda Payments Pte. Ltd. (“Coda Singapore”) and/or its affiliates (collectively referred to as “Coda” and “we”, “us” or “our”).

1.1.2 Unless specified otherwise in these Terms, the Terms are hereby entered into and agreed upon between you and Coda Singapore.

By accessing the Coda Platform, you agree to be bound by these Terms. IF YOU DO NOT ACCEPT OR AGREE TO THE TERMS, YOU SHOULD IMMEDIATELY STOP USING AND/OR ACCESSING THE CODA PLATFORM OR SERVICES.

Coda reserves the right to make changes to these Terms at any time. Such changes will be effective immediately upon publication on the Coda Platform. It is your responsibility to regularly check the Coda Platform for the latest version of the Terms. Your continued access to the Coda Platform or any services following any changes to the Terms shall be deemed as continued acceptance of the revised Terms.

Coda may provide new features, upgrades, updates, patches, or any other modifications to the Coda Platform (collectively, the “Updates”). These Terms shall also apply to all such Updates and your continued access to the Coda Platform following such Updates would mean deemed acceptance by you of these Terms.

Coda reserves the right to suspend, restrict or terminate such right without prior notice to you, if it is found that your access to the Coda Platform violates these Terms.

Coda reserves the right to change, modify, suspend or discontinue any specific services in part or whole at any time, with or without notice to you. Any changes or modifications may be reflected in these Terms according to the section on Amendments.

3.1 You shall not carry out any of the following acts, nor access the Coda Platform to engage in the following acts:

3.1.1 Fraud and unlawful conduct

(i) Access the Coda Platform for any unlawful purpose or to violate any applicable law, ordinance, rule, code, directive, guideline, policy or regulation;

(ii) Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity or disguise your origin, place of residence or any identifiers, intentionally or otherwise, to get around any geographical restrictions or avoid terms that apply to a specific country, to purchase products and/or services not available or applicable in your country of residence, or for any other unlawful purpose;

(iii) Remove any proprietary notices from the Coda Platform; or

(iv) Access the Coda Platform for any commercial purpose or the benefit of any third-party or in any manner not permitted by the licenses granted herein.

3.1.2 Abuse, harassment, and interference with user experience

(i) Interfere with, manipulate, or disrupt the Coda Platform or servers or networks connected to the Coda Platform or any other users’ access of the Coda Platform;

(ii) Disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to engage in real-time exchanges; or

(iii) Upload post, email, transmit or otherwise make available any content or material that: (A) contains malicious code or programs, (B) constitutes unauthorised solicitation or self-promotion or (C) is unlawful, harmful, abusive, defamatory, obscene, hateful or objectionable.

3.1.3 Damage to Coda’s business, platforms, or services

(i) Attempt to harm, disrupt, or diminish the business or reputation of Coda and the capacity of the Coda Platform to serve other users, or hamper or interrupt the provision by Coda of the Coda Platform in any way;

(ii) Attempt to decompile, reverse engineer, disassemble, hack or circumvent any encryption technology or security measures of the Coda Platform and/or any data transmitted, processed or stored by Coda;

(iii) Use any automated or manual process to monitor, copy, scrape, compile or systemically retrieve any content from the Coda Platform or Coda’s services or any portion thereof;

(iv) Attempt to gain unauthorised access to any account, computers, or networks related to the Coda Platform; or

(v) Take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, interfere with, or impair the Coda Platform or the servers or networks connected to the Coda Platform.

3.2 You understand that the enumeration of acts above is not exhaustive, and that acts analogous to those enumerated above, or those that are unlawful, fraudulent, abusive, or damaging in a similar manner, shall also be prohibited.

4.1 Coda owns or holds all necessary licenses to all intellectual property rights (including all existing and future copyright, trademarks and patent rights) in all information, text, material, graphics, logos, icons, sound recordings, software and source code in relation to the Coda Platform, including the platforms through which Coda provides you any specific service (“Coda Materials”).

4.2 Unless provided otherwise in these Terms, all third-party content on the Coda Platform is owned by or licensed to Coda in accordance with the relevant laws and any required permissions or licences.

4.3 Except as expressly authorised by these Terms, you have no right, title, or interest in or to the Coda Materials. You may not, without our express written permission (or that of our suppliers or licensors, where applicable), in any form or by any means:

(a) adapt, reproduce, modify, display, perform, publish, distribute, disseminate, broadcast, circulate, or create derivative works from any of the Coda Materials (including, without limitation, the display and distribution of any of the Coda Materials via third-party websites or other networked computer environment);

(b) copy, reproduce, or otherwise redistribute the contents on the Coda Platform or Coda Materials. You should not copy, display, download, distribute, modify, reproduce, republish, or retransmit any information, text, or documents contained on the Coda Platform or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, texts or documents; or

(c) Commercialise any information, goods or services from or in connection with any of the Coda Materials.

Coda may access, collect, disclose, and/or process your personal data in the course of providing you with the services. You acknowledge, accept, and understand that such access, collection, disclosure, and/or processing shall be in accordance with Coda’s privacy policy available at: www.coda.co/privacy-policy/ (“Privacy Policy”).

In using the Services, you agree not to in any way:

(a) Harvest or collect any information about or regarding other users or persons, including without limitation any personal data or information; and

(b) Use the Coda Platform to collect or store personal data about other users or persons in connection with the prohibited conduct and activities set forth in the section on User Obligations.

You agree to indemnify, defend, and hold harmless, Coda and their respective officers, directors, employees, agents, licensors, representatives, and third-party providers, from and against any and all claims, actions, proceedings, losses, liabilities, expenses, damages, and costs, including but not limited to attorneys’ fees, arising out of or in connection with your access to the Coda Platform and/or any violation by you of these Terms or any applicable law.

6.2.1 To the maximum extent permitted by applicable law, Coda and its respective employees, directors, agents, and representatives will not be liable for any indirect, incidental, punitive, or consequential damages arising out of or in connection with your use of the Coda Platform (including the inability to access the Coda Platform or use the services).

6.2.2 To the extent permitted by applicable laws, in no event will the aggregate liability of Coda and its respective employees, directors, agents, and representatives arising out of or in connection with these Terms or the transactions contemplated herein, whether in contract, tort (including negligence, product liability, or other theory), warranty, or otherwise, exceed the amount of payment that you have made to Coda, in respect of the transaction giving rise to the claim for liability.

6.2.3 Coda shall in no event be liable to you for any failure or delay by Coda or its employees, agents, or representatives to perform its obligations under these Terms, regardless of whether the failure or delay is caused by an event or condition beyond its control. The laws of some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in these Terms. Coda’s liability is limited to the greatest extent permitted by law.

6.2.4 Notwithstanding any law, rule or regulation to the contrary, you agree that any claim you may have arising out of these Terms must be brought or filed before the relevant tribunal in the jurisdiction where you are located within one (1) year after such claim could be first filed. Any claims brought after such period shall be forever barred.

7.1 The Services are provided on an “as is” basis. We do not warrant or guarantee that the Coda Platform or any services will be uninterrupted, error-free, secure, or free from viruses or other harmful computer software.

7.2 To the fullest extent permitted by applicable law, Coda makes no representations or warranties of any kind, express or implied, regarding the Coda Platform or the related services, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third-party rights.

7.3 Coda has no control over the quality, fitness for purpose, safety, reliability, legality, or any other aspect of any good or service provided by a third-party that you purchase via the Coda Platform.

7.4 You agree and understand that the availability of the Coda Platform is dependent on the network and systems availability of our service providers.

7.5 Coda’s provision of any services or Coda Platform may from time to time be delayed, interrupted or disrupted for an indeterminate period of time. In the event of any of the abovementioned circumstances, Coda shall not be liable for any claims arising from or in connection with any such delays, interruptions, disruptions, limitations, suspensions or termination to such services and/or the Coda Platform.

Links to third-party sites provided through the Coda Platform may lead you to leave the Coda Platform. Please note that the linked sites may not be under the ownership or control of Coda in any manner whatsoever, and you therefore access them at your own risk. Coda is not responsible for the contents, terms of use, or privacy practices of any such linked site, or any link contained within a linked site, including any changes or updates to such sites. The inclusion of any third-party link does not in any way imply or express affiliation, endorsement, or sponsorship by Coda of any linked site and/or any of its content therein.

The services may include services, content, documents, and information owned by, licensed to, or otherwise made available by a third party (“Third Party Services”). You understand and acknowledge that Third Party Services are the responsibility of the respective third-party that renders such Third Party Services. You further acknowledge that your use of such Third-Party Services is solely at your own risk. We make no representations and disclaim all warranties and liabilities arising out of or pertaining to such Third-Party Services including their accuracy or completeness. Should you avail any Third-Party Service, you shall be governed and bound by the terms and conditions of the respective third party providing the Third-Party Service.

We may make any notices that we may be required by law to make in electronic format (such as but not limited to when you visit the Coda Platform, via forms or emails, when Coda posts notices or updates to these Terms, or when Coda communicates with you via your email or mobile phone number). You consent to receive communications from us in electronic form and agree that all terms and conditions, notices, rules, disclosures, policies, and other communications from Coda provided electronically to you shall be deemed to satisfy any legal requirement relating to communications in writing and shall be deemed to be given on the date of the electronic communication.

Coda’s failure or delay in enforcing any right or provision under these Terms shall not be construed as a waiver or limitation of its right to subsequently enforce these Terms and compel strict compliance therewith.

References to goods, services, and/or businesses on any of the Coda Platform do not constitute or imply an endorsement, approval or recommendation by Coda of those goods, services and/or businesses.

In the event of termination of your access to the Coda Platform, the provisions of the section on Indemnification and Liability shall survive.

Coda takes all reasonable steps to preserve the security of the information that you provide to it. Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst Coda strives to protect all data transmissions over the Internet (including your information) and has adopted substantial measures to mitigate security risks, Coda does not warrant and cannot ensure the absolute security of any information which you transmit to Coda. As such, any information which you transmit to Coda is transmitted at your own risk.

Nothing in these Terms is intended to or creates any type of joint venture, employee-employer, creditor-debtor, escrow, partnership, or any fiduciary relationship between you and Coda.

You may not assign any of your rights or obligations under these Terms, or any part of it, to any other party without our prior written approval. Any attempt by you to do so without our prior written approval shall be deemed null and void. We are, however, entitled to assign these Terms and/or any of our obligations, in whole or in part, at any time, to any Coda affiliate or any third party, with or without notice to you.

These Terms were prepared in English. To the extent that any translated localised version of the Terms conflict with the English version, the terms of the English version prevail.

These Terms constitute the entire agreement between you and Coda, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings relating to the subject matter of these Terms. No modification or amendment of these Terms will be binding on Coda unless agreed to by Coda in writing, and published in the same manner as previously binding versions.

If any of the provisions of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Unless otherwise stated in any other additional terms by Coda,

8.12.1 These Terms shall be governed by and construed according to the laws of Singapore without regard to its conflicts-of-law provisions.

8.12.2 You and Coda shall endeavour to amicably resolve any disputes that arise out of or in connection with these Terms (including any question regarding its existence, validity or termination), but in the event that such efforts shall fail, such dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference into this section on Governing Law. The seat of arbitration shall be Singapore, and the Tribunal shall consist of one (1) arbitrator. All arbitration proceedings shall be conducted in English. The decision of the arbitrator shall be final and binding.

The Coda Platform is not directed to persons under the age of majority in your country (a “minor”). Subject to specific age restrictions imposed in your country, and unless otherwise set forth in these Terms, permission and consent from a parent or legal guardian to use the Services is required for minors. By proceeding to access the Coda Platform, such parent or legal guardian will be deemed to have agreed to these Terms on the minor’s behalf and will be responsible for the access to the Coda Platform. As such, purchases cannot be cancelled on the ground that they were made without the permission, consent, and/or supervision of the parent or guardian.

You will access the Platform for lawful purposes only and in accordance with these Terms and all applicable laws, rules, codes, directives, guidelines, policies and regulations.

You warrant that you are accessing the Platform on a machine or device over which you have ownership, or whose use by you has been authorised by the owner of such machine or device.

For any requests or questions in connection with these Terms, you may contact us by clicking here.