Terms of Service

Terms and Conditions

Last Updated: 

June 4, 2020

CodeBreakers LLC (“CodeBreakers”) provides mentorship, 1-on-1 coaching, mock interviews, and a referral network with FAANG engineers to help prospective candidates secure high earning jobs in the field of software engineering (“Services”). 

These Terms and Conditions (hereinafter referred to as the “Terms”), describe how any customer, browser, or user (together referred to as “you”, “your” or “Customer(s)”) of CodeBreakers’ website https://codebreakersacademy.com/ (the “Website”) may access, register, subscribe, or use the Website including all information, tools, and resources available. Use of the Website or Services is conditioned upon your acceptance of all of the policies and notices stated herein. 

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MAY APPLY TO YOU. YOU SHOULD ALSO CAREFULLY REVIEW CODEBREAKERS PRIVACY POLICY BEFORE REGISTERING OR USING ANY SERVICES AVAILABLE THROUGH THIS WEBSITE. 

YOU MAY NOT USE THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS; OR (B) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS OR SERVICES BY APPLICABLE LAW. BY ACCESSING ANY PART OF THIS WEBSITE OR USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. 

Any new features or tools, which are added to the current Services, shall also be subject to the Terms outlined herein. You can review the most current version of the Terms at any time on this page. CodeBreakers reserves the right to update, change, or replace any part of these Terms at any time by posting updates and/or changes to its Website at its sole discretion. It is your responsibility to check this page periodically for changes. Your continued use of, or access to, the Website following the posting of any changes to these Terms constitutes acceptance of those changes.

  1. REGISTRATION

Customers may register for CodeBreakers’ Services by enrolling into its program as described on the Website (“Program”). The Program is for a period of 6 months unless extended by the Customer (the “Term“). 

CodeBreakers may request that Customers provide information such as their resume, career goals, job prospects, or any other information as part of the registration process. CodeBreakers will provide Customers with an Income Share Agreement (“ISA”) which will outline payments, obligations, and cancellation policies, pursuant to the terms and conditions stated herein. 

  1. PAYMENTS AND FEES
  1. Deposit. Customers shall pay an initial deposit of $997 which shall be paid immediately upon the execution of any ISA.
  2. Charges. Customers will choose its payment amount to CodeBreakers which will either be based on a percentage of income earned or an upfront fee which shall be agreed upon in a signed ISA. 
  1. GUARANTEES AND CANCELLATION
  1. 6-Month Guarantee. If the Customer does not obtain employment within 6 months from beginning the Program, CodeBreakers shall refund the entire Deposit to the Customer. 
  2. Earned Income Guarantee. Depending on the ISA entered into by the Customer, CodeBreakers will have a base salary that it shall guarantee the Customer will earn in any position secured through the Program. Only upon obtaining that base salary shall CodeBreakers be compensated by the Customer. 
  3. Cancellation. Customers may cancel their enrollment in the Program upon providing 30 days written notice to CodeBreakers for a full refund. Once Customer cancels, they can no longer regain access to the Program. 
  1. GENERAL TERMS

By agreeing to these Terms and using the Website, you represent that you are at least the age of majority in your state or province of residence. Minors may use the Website under the supervision of their parents or legal guardians who agree to be bound by these Terms on their behalf. If you are a parent or legal guardian agreeing to these Terms on behalf of a minor, then you are fully responsible for his or her use of the Website, Program, and Services, including all liabilities. In addition, all Customers must be in good standing and not an individual that has been previously barred from the Website, Program, or Services under the laws of any applicable jurisdiction. 

When you register for the Program, you represent and warrant that you are using the Website, Program, and Services for your own personal use only, and not for resale, export, publication, re-use or any other similarly unauthorized use. You shall be responsible for maintaining the secrecy and confidentiality of your password and for all activities that transpire on or with your account. It is your responsibility for any act or omission of any third party that accesses your account information that, if undertaken by you, would be deemed a violation of these Terms. It shall be your responsibility to notify CodeBreakers immediately if you notice any unauthorized access, use of your account or password, or any other breach of security. CodeBreakers shall not be held liable for any losses and/or damages arising from any failure to comply with this clause.

CodeBreakers reserves the right to refuse Services to anyone, for any reason, at any time at its own discretion. CodeBreakers reserves the right, but does not have an obligation, to pre-screen, refuse and/or delete any content or Customer account. In addition, CodeBreakers reserves the right to remove and/or delete any such content that would violate these Terms or which would otherwise be considered offensive to other Customers. 

You will provide true, accurate, and current information if you register with CodeBreakers. Our Services may include a social network. Your activities with our Services may be shared with others in accordance with the Privacy Policy.

You consent to receiving communications from CodeBreakers, including but not limited to, e-mails, text messages, or calls regarding updates to its Website, marketing, advertisement, and any other relevant information.

You may not use the Website for any illegal or unauthorized purpose, nor may you violate any laws, rules, or regulations in your jurisdiction. You agree not to make use of the Services for the purpose of any harmful or deceitful conduct, including, but not limited to: i) causing harm to minors in any manner whatsoever; or ii) impersonating any individual or entity, or otherwise misrepresenting any affiliation with an individual or entity.

  1. WIRELESS AND LOCATION-BASED FEATURES; SOCIAL MEDIA PLUG-INS

Data Sharing. By using the Website, you affirmatively consent that CodeBreakers may use and share your video and image viewing data with third parties until consent is withdrawn. CodeBreakers may track your viewing for its research, analytics, or ad serving purposes. It may share the above information with companies that display ads to you, collect and analyze information, or to social networks.  

Wireless Features. CodeBreakers’ Website may offer certain features that are available to you via your wireless device. These features may include the ability to access our Website, upload content, receive messages, and download applications to your wireless device (collectively, “Wireless Features”). Your carrier may prohibit or restrict certain Wireless Features, and certain Wireless Features may be incompatible with your carrier or wireless device. In addition, your carrier may charge you for standard messaging, data, and other fees to participate in Wireless Features. CodeBreakers has no responsibility or liability for any fees or charges you incur when using Wireless Features. 

Terms of Wireless Features. If you register for any Wireless Features, then you agree that in connection with those Wireless Features, CodeBreakers may send communications to your wireless device regarding itself or other parties. Further, CodeBreakers may collect information related to your use of the Wireless Features in accordance with our Privacy Policy. If you have registered via the Website for Wireless Features, then you agree to notify CodeBreakers of any changes to your wireless contact information (including phone number) and update your accounts on our Website to reflect any changes.

Location-Based Features. When you use one of CodeBreakers location-enabled features, CodeBreakers may collect and process information about your actual location. If you have enabled GPS, geo-location or other location-based features on a device, you acknowledge that your device location may be tracked and may be shared with others consistent with the Privacy Policy

In addition, where the Website collects precise information about the location of your device, it may be used to provide requested location services, and it may be used, amongst other uses, to allow tagging or to check-in.

Your browser features should allow for you to disable the location-based features or manage preferences related to them. The location-based services offered in connection with CodeBreakers’ Website is for individual use only and should not be used or relied on as an emergency locator system, used while driving or operating vehicles, or used in connection with any hazardous environments requiring fail-safe performance, or any other situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or severe physical or property damage. The location-based services are not suited or intended for family finding purposes, fleet tracking, or any other type of business or enterprise use.

Social Media Plug-Ins. Social media plug-ins of social networks such as Facebook, Twitter and Google Plus (among others) may be integrated on CodeBreakers’ Website. If you choose to click on one of these buttons or links on the Website, your browser may connect directly to the servers of the relevant social network. The social network directly transmits the content of the plugin to your browser. If you are registered on the relevant social network and logged into your respective account, the social network receives the information that the Website was used by you. If you are not registered with the social network or you are logged out before you use the Website, there is the possibility that at least your IP address will be submitted to and stored by the social network. If you interact with CodeBreakers through a social media Website, plug-in, etc., then you may be enabling CodeBreakers to have ongoing access to certain information from your social network profile (such as your name, social networking id page, e-mail address, photo, gender, location, the people and websites you follow, etc.).

If you do not want a social network to collect the information about you as described above, or to share it with us and other third parties, please review the privacy policy of the relevant social network and/or log out of the relevant social network before you use the Website. As with other websites, you may be able to delete any existing cookies placed on your computer by the social network via your browser. 

  1. TERMINATION OR SUSPENSION

You agree that CodeBreakers may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account and access to its Website at its sole discretion, for any reason, including but not limited to:

  1. Any breach or violation of these Terms or any incorporated ISA, regulation or guideline;
  1. By way of request from law enforcement or any other governmental agencies;
  1. The discontinuance, alteration and/or material modification to the Website, Program and/or Services, or any part thereof;
  1. Any engagement by you in any fraudulent or illegal activities; and/or
  1. The non-payment of any associated fees that may be owed by you in connection with your account. Furthermore, you hereby agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at CodeBreakers sole discretion and that it shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to the Website or Services. 
  1. ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

CodeBreakers shall not be held responsible if information made available on its Website is not accurate, complete, or current. For clarity, you are relying on any information found on the Website at your own risk. CodeBreakers reserves the right to modify the contents of this Website at any time, but has no obligation to update any information on the Website. You agree that it is your responsibility to monitor the Website for any changes that may occur. CodeBreakers strives to display accurate price information, however it may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. CodeBreakers reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. 

  1. INTELLECTUAL PROPERTY & PROPRIETARY RIGHTS

As between you and CodeBreakers, CodeBreakers owns, solely and exclusively, all right, title, and interest in and to the Website; all content, software code, data, the look, feel, design and organization of the Website; and the compilation of the content, code, data, and materials on the Website, including but not limited to any intellectual property and/or proprietary rights. CodeBreakers reserves all rights in and to the Website not granted expressly in these Terms. You acknowledge and agree that you will not sell, distribute, transmit, broadcast, publicly perform and/or create any plagiaristic works which are based on CodeBreakers’ Website, in whole or in part. 

For clarity, CodeBreakers has granted you a personal, non-transferable, non-exclusive right and license to make use of the Website, Program, and Services as long as you do not, and shall not, allow any third party to duplicate, create or plagiarize work from, reverse engineer, or otherwise make an attempt to sublicense, sell, assign, grant a security interest in and/or otherwise transfer any such right in the Website. 

If you post, upload, or make available any information, data, text, files, communications, or other materials regarding the Website and your use of the Services on any other website, blog, article, or social media platform (“Your Content”), you hereby grant CodeBreakers a perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable, transferable (in whole or part), worldwide license to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform, or otherwise exploit Your Content including your name, image, voice, likeness and/or other biographical information or material in connection with Your Content, in whole or in part, in all media formats and distribution methods now known or hereafter devised in connection with the Website, including but not limited to advertising, promoting, and marketing the Website, Program, or Services, all without further notice to you, with or without attribution, without limitation as to frequency, and without the requirement of any permission from or payment to you or to any other person or entity. You waive any right to inspect or approve Your Content or any use of Your Content. You waive all moral rights to Your Content, which may be available to you in any part of the world and confirm that no such rights have been asserted. None of Your Content will be subject to any obligation on our part, whether of confidentiality, attribution or otherwise, and we will not be liable for any use or disclosure of any Your Content. 

  1. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE USE OF THE WEBSITE, PROGRAM, AND SERVICES ARE AT YOUR SOLE RISK. ALL SERVICES OFFERED ON THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY: (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESSED OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. 

IN NO EVENT SHALL CODEBREAKERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CODEBREAKERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

CODEBREAKERS SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGES WHATSOEVER, SHALL BE LIMITED TO THE COST PAID BY THE CUSTOMER FOR ANY PROGRAM AS STATED IN ANY SIGNED ISA. 

The limitation of liability set forth above shall: (i) only apply to the extent permitted by law; and (ii) not apply to: (a) liability resulting from CodeBreakers gross negligence or willful misconduct, or (b) death or bodily injury resulting from CodeBreakers acts or omissions.

  1. DISPUTE RESOLUTION

If a controversy or claim should arise, the parties will first attempt in good faith to resolve such controversy or claim by negotiation. If the matter has not been resolved within thirty (30) days by negotiation, the parties will attempt in good faith to resolve the controversy or claim in accordance with mediation, with mutually agreeable rules. If the matter has not been resolved by mediation within sixty (60) days of the commencement of mediation, or if either party will not participate in mediation, then the controversy shall be settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and supplementary procedures for consumer related disputes of the American Arbitration Association (the “AAA”), excluding rules or procedures governing or permitting class actions. The written decision of the arbitrator shall be binding and conclusive on the parties. The parties agree that there shall be no pre-arbitration discovery and the arbitrator shall not award punitive damages to either of the parties. Judgment may be entered in any court having jurisdiction. 

  1. CLASS ACTION WAIVER

Any arbitration shall be conducted in each Customers’ individual capacity only, and not as a class action or other representative action. You expressly waive your right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class action basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

  1. NOTICES

CodeBreakers may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provided; or (ii) by posting it to the Website. Notices sent by e-mail will be effective on the date the e-mail is sent, and notices that are posted on the Website will be effective upon posting. It is your responsibility to keep your e-mail address current and review any new notices on the Website.

 

To give us notice under these Terms, you must contact us by e-mail, personal delivery, overnight courier, or by certified mail. Notice provided by e-mail shall be effective upon being sent. Notice provided by personal delivery shall be effective immediately. Notice provided by overnight courier shall be effective one business day after it is sent. Notice provided by certified mail shall be effective three business days after it is sent.

  1. MISCELLANEOUS

Third Party Content. The Website may contain links and references to other third party service providers (“Third Party Content”). This Third Party Content is provided as additional information. CodeBreakers is not responsible for any Third Party Content or the actions of those that provide such content. Any information regarding a Third Party found on the Website does not imply that CodeBreakers endorses or accepts any responsibility or liability for the Third Party, or vice versa. 

Indemnification. By using the Website, Program, or Services, you agree to indemnify, defend, and hold harmless CodeBreakers (and its parent, subsidiary, associated and affiliated companies, including each of their respective officers, directors, agents and employees) from and against all damages, costs, reasonable attorney’s fees and expenses based upon, arising out of or in connection with: (i) any breach or alleged breach of any representation or warranty by CodeBreakers; (ii) any unauthorized use of your information; or (iii) any other actual or alleged unauthorized action by CodeBreakers, including without limitation, a breach of any term in this Agreement. The obligation for indemnification shall survive termination of the Agreement.

Privacy Policy. CodeBreakers respects your privacy and is committed to protecting it. To learn more, please visit our Privacy Policy, which governs the processing of all personal data collected from you in connection with your use of the Website. You acknowledge and consent to the collection and use of your personal information by CodeBreakers for the purpose of using the Website.

Governing Law and Jurisdiction. This Website is operated from the United States of America. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. The governing jurisdiction for any dispute shall be the State of New York. 

Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

Waiver. The failure by CodeBreakers to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of CodeBreakers. 

Force Majeure. CodeBreakers will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in performance under these Terms when and to the extent that such failure or delay is caused by or results from acts or circumstances beyond reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

These Terms and the Website’s Privacy Policy will be deemed the final and integrated agreement between you and CodeBreakers on the matters contained in these Terms. You acknowledge and agree that these Terms are binding and shall govern the relationship between CodeBreakers and you in connection to the use of the Website and the Services as defined herein.

Notice to California Users. Under California Civil Code Section 1789.3, California users of the Website are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action against CodeBreakers arising out of or related to the use of the Website, Program, or Service or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

If you have any questions, please feel free to contact CodeBreakers directly through the Website.

E-mail: darek@codebreakersacademy.com

 

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