CodeSignal Terms of Service

Welcome to CodeSignal

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Effective date: October 5th, 2016

Welcome to CodeSignal.com. Please read on to learn the rules and restrictions that govern your use of our website(s), products, and services (the “Services”). The Services are owned and operated by BrainFights, Inc. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at [email protected], or 720 Market, Suite 300 San Francisco CA 94102.

When we refer to “you” or “your”, we’re talking about you (including, if you are entering into these terms on behalf of third party, such third party). When we refer to “us”, “we”, “our”, or “BrainFights”, we’re talking about the Services and our company (including its officers, directors, investors, agents, representatives, and employees).

These Terms of Use (the “Terms”) are a binding contract between you and BrainFights. As further described in these Terms, the Services allow individuals (“Users”) to develop and test their coding skills, and may help companies find candidates for their engineering positions (“Employers”). If you use the Services as a User, then you have also agreed to follow all our Terms found in the USER TERMS. If you use the Services as an Employer, then you have also agreed to follow all our Terms found in the EMPLOYER TERMS. You must agree to and accept all of the applicable Terms, or you don’t have the right to use the Services. Depending on the context in which you are using our Services, you may be a User and an Employer, and your using the Services in any way means that you agree to the applicable Terms for that context, and those Terms will remain in effect while you use the Services in that manner. Each of the USER TERMS and the EMPLOYER TERMS also include the provisions of the Privacy Policy and Copyright Dispute Policy.

AGAIN, PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

How do the Services work?

Among other features and services, the Services provide an online coding platform that allows Users to engage in coding challenges. In addition, the Services may also connect Users with Employers like you by analyzing User Submissions (each as described in the USER TERMS) to determine whether Users may be a good fit for Employers looking to hire engineering talent.

Once you have provided us with information about yourself and the jobs you are looking to fill, we may identify individuals for these positions by screening Users through their use of the Services. We may refer screened Users to you (“Candidates”) by providing information about these Users to you (each, a “Referral”). Please note, however, that BrainFights does not have any obligation to provide any Referrals to you, and does not guarantee that it will refer any such Candidates to you or that you will find any suitable individuals to hire or engage through use of the Services. All hiring decisions remain in your sole discretion.

Fees

Except as provided below under “Independent Sourcing,” if you hire or engage a Candidate at your company (whether as a full-time employee, on a contractor or consultant basis, intern basis, or otherwise) (each of the foregoing, an “Offer”) within one (1) year after Referral of that Candidate, you will be charged an “Offer Fee,” which, when used in these Terms, shall mean and include both the Upfront Offer Fee and the Monthly Offer Fee. You must pay the Offer Fee in accordance with one of the following two options:
  • Upfront Offer Fee: Under this option, you agree to make a one-time payment (the “Upfront Offer Fee”) to BrainFights equal to fifteen percent (15%) of the Candidate’s Annual Salary (as defined below). The Upfront Offer Fee will be due and payable thirty (30) days after the Candidate’s start date at your company (“Start Date”), and must be submitted to BrainFights with written documentation of the Candidate’s Annual Salary.
  • Monthly Offer Fee: Under this option, you agree to make monthly payments (collectively, the “Monthly Offer Fee”) to BrainFights, with each payment equal to two percent (2%) of the Candidate’s Annual Salary (“Monthly Payment”) as further described in this paragraph. The first Monthly Payment will be due and payable on the Candidate’s Start Date, and must be submitted to BrainFights with written documentation of the Candidate’s Annual Salary. Each subsequent Monthly Payment will be due each month thereafter on the monthly anniversary of the Candidate’s Start Date until you have made ten (10) Monthly Payments to us (provided that if such Candidate’s employment or engagement with the Company is terminated prior to making the final Monthly Payment, then no further Monthly Payments shall be due for such Candidate following the date of such Candidate’s termination).If you choose the Monthly Offer Fee option for a particular Candidate, you must, prior to making the first payment hereunder, (i) complete and submit to BrainFights an Authorization Form (provided on request), which permits BrainFights to receive your Monthly Payments automatically through withdrawal or debit from your designated bank account(s), or by charging your designated credit card account(s), and (ii) submit to a credit check; for each Candidate, we reserve the right to require payment in the form of an Upfront Offer Fee in the event that you fail to comply with either of the foregoing. By submitting the Authorization Form and using the Services, you consent to our withdrawing or debiting your designated bank account(s), or charging your designated credit card account(s) when any Monthly Payments come due. If any of the payment information you provide to us changes (e.g., billing address, or other information provided in the Authorization Form), you agree to immediately provide us with updated information. With respect to each Offer, you must indicate your selection of either the Upfront Offer Fee option or the Monthly Offer Fee option with your first payment made to BrainFights under these Terms. All late payments will accrue interest at a rate of 2.5%, or the maximum percentage permitted by law (if lower).
  • If you initially choose the Monthly Offer Fee for a Candidate and would like to learn how to satisfy your payment obligations in full for such Candidate, please contact us at [email protected] Please note that we reserve the right to change the fees due for any Services at any time; we will alert you to these changes by posting the changes on the Services or emailing you directly.
  • If a Candidate is hired (i) on an intern basis, and is subsequently hired by you as a contractor, consultant or full-time employee, or (ii) on a contractor or consultant basis, and is subsequently hired by you as a full-time employee, then you shall pay to BrainFights an additional fee equal to 5% of the Candidate’s new Annual Salary (the “Conversion Fee”). Each Conversion Fee will be due and payable thirty (30) days after such Candidate’s start date in his or her new position, and must be submitted to BrainFights with written documentation of the Candidate’s new Annual Salary.
  • “Annual Salary” means the gross, base amount to be paid to the applicable Candidate in a one (1)-year period, as agreed between you and the Candidate as of the Candidate’s Start Date at your company. If the Candidate is hired on a part-time or hourly basis, or as an intern, the Annual Salary for such Candidate shall be the total amount of money (less any bonuses or overtime pay) expected to be paid to Candidate within the following twelve (12) months.

Independent Sourcing

If you had an Independent Relationship (as defined below) with a Candidate, as determined in our sole discretion, then you will not be obligated to pay the Offer Fee for such Candidate. The previous sentence is conditioned upon your notifying BrainFights in writing that such conditions are met within seven (7) days after receiving the Referral for that Candidate; if you do not so notify BrainFights within this seven (7)-day period, your obligation to pay the Offer Fee for such Candidate shall apply. “Independent Relationship” means that the Candidate has been in continuing contact with your company in a hiring context via phone or email within the three (3) month period prior to our Referral of that Candidate.

Guarantee

The following shall apply if a Candidate that you have hired is terminated for cause (e.g., for poor job performance), or voluntarily resigns from your company, in each case within the first ninety (90) days after his or her Start Date (the date of such termination or resignation, the “Candidate Termination Date,” and such terminated or resigned Candidate, the “Terminated Candidate”):
  • If you elected to pay the Upfront Offer Fee for such Terminated Candidate, we will provide a full refund of the Upfront Offer Fee, to the extent such Upfront Offer Fee was paid to us prior to the Candidate Termination Date.
  • If you elected to pay the Monthly Offer Fee for such Terminated Candidate, you will not be obligated to pay any Monthly Payments following the Candidate Termination Date. For clarity, no refunds will be owed to you if you elected to pay the Monthly Offer Fee for such Terminated Candidate.For clarity, a Candidate terminated by reason of merger, acquisition, company downsizing or layoffs, or financial cutbacks shall not be considered a Terminated Candidate for the purposes of this section entitled “Guarantee”. You must inform BrainFights of the Terminated Candidate’s termination or resignation within seven (7) days after the Candidate Termination Date; failure to provide such notice will void any of your rights or our obligations under this section. Except as explicitly set forth in this section, all Offer Fees are non-refundable.

Your responsibilities

In connection with the Services, you agree to the following:
  • You will conduct your own independent examination of any Candidate’s background and skill. You understand that you are ultimately responsible for determining whether any Candidate is suitable for employment or engagement by your company, and we will not be liable for any acts or omissions of any Candidate employed or engaged by you.
  • You will notify us in writing within five (5) business days once an offer of employment or engagement has been accepted by a Candidate, indicating the Candidate’s Start Date.
  • You will cooperate with us in connection with the performance of the EMPLOYER TERMS by making available such personnel and information as may reasonably be required, and taking other actions as we may reasonably request.

User Information

You agree that you will only use the information we provide to you about Users, including any code, data or materials created by Users in connection with any coding challenge (all such code, data and materials are “Code”, and all of the foregoing, collectively, is “User Information”) in accordance with all applicable laws, rules and regulations, including employment discrimination, privacy and data protection laws, and you represent and warrant that your use of the Services is and will at all times be in compliance with all such laws, rules and regulations. You may not disclose or allow the disclosure of any User Information to any third party. You agree to take commercially reasonable physical, technical, and administrative measures to protect User Information from loss, misuse, unauthorized access, disclosure, alteration or destruction. User Information may not be used for any purpose other than evaluating and interacting with the applicable User in connection with potential employment or engagement. Without limiting the foregoing, you may not use such information in connection with any advertising of promotions, products, or services to any Users, or to make unsolicited phone calls or faxes or send unsolicited text, mail, email, or newsletters to Users.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the app.codesignal.com website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use any of the Services. If you use any of the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

BrainFights takes the privacy of its users very seriously. For the current BrainFights Privacy Policy, please click here.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal [at] codesignal [dot] com

What are the basics of using the Services?

In order to use the Services, you may be required to provide us with information about your company. You promise to provide us with accurate, complete, and updated information about your company. You may not provide us with a name or any other information that you don’t have the right to use, or another person’s or entity’s name with the intent to impersonate that person or entity. If you have an account with us, you may not transfer your account to anyone else without our prior written permission.

You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

If you have an account, you will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not (and will not permit or assist any third party to) contribute any Content (as defined below) or otherwise use the Services or interact with the Services in a manner that:

  • Infringes or violates any intellectual property rights or any other rights of anyone else (including BrainFights);
  • Violates any law or regulation, including any applicable export control laws;
  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable, or would otherwise expose BrainFights or its third party providers to unreasonable risk of legal liability, or otherwise injure BrainFights, its third party providers or any other third party;
  • Jeopardizes the security of your BrainFights account or anyone else’s (such as allowing someone else to log in to the Services as you);
  • Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  • Bypasses or violates the security of any computer network, or cracks any passwords or security encryption codes or potentially exposes any of the Services to software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment, or to otherwise damage or obtain unauthorized access to any system, data, password or other information of BrainFights or any of its third party providers;
  • Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  • “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
  • Copies or stores any significant portion of the Content;
  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services, except to the limited extent applicable laws specifically prohibit such restriction; or
  • Take any action that imposes or may impose (as determined by BrainFights in its sole discretion) an unreasonable or disproportionately large load on BrainFight’s (or its third party providers’) infrastructure.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including BrainFights’) rights.

You understand that BrainFights owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

Do I have to grant any licenses to BrainFights or to other users?

In the course of using the Services, you may provide information which may be used by BrainFights in connection with the Services. You understand that by providing any data, content, materials or information to BrainFights (collectively, “Employer Submissions”) in connection with the Services, you hereby grant and shall grant to BrainFights a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right to fully exploit such Employer Submissions (including all related intellectual property rights) in connection with the Services and BrainFights’ business. For example, you may provide BrainFights with your requested criteria for Candidates and a description of your company, and BrainFights may use this information to find potential Candidates for you and to provide information about your company to those potential Candidates. You understand that Company retains the right to reformat, modify, create derivative works of, excerpt, and translate any Employer Submissions submitted by you.

What if I see something on the Services that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like BrainFights, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to report potentially infringing content, contact us at [email protected] To learn more about the DMCA, click here.

Who is responsible for what I see and do on the Services?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use any Content or what actions you may take as a result of having been exposed to any Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any parties with whom you interact in using the Services and are not responsible for which parties gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it, and to grant all rights and licenses granted in these Terms with respect to such Content. You will only provide us with accurate and current information about yourself. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites or services that are not owned or controlled by BrainFights. When you access third party websites or use third party services, you accept that there are risks in doing so, and that BrainFights is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

BrainFights has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services, including any User and any User’s Code. In addition, BrainFights will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals with whom you may come into contact with on or through the Services (including any Candidate), including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that BrainFights shall have no obligation or responsibility with respect to, and shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or these participants and any third party, you agree that BrainFights is under no obligation to become involved. In the event that you have a dispute with one or more other participants (including any Candidate), you release BrainFights, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Will BrainFights ever change the Services?

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

What if I want to stop using the Services?

You’re free to do that at any time; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provided to us after you have stopped using our Services. BrainFights is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. BrainFights has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

What else do I need to know?

Warranty Disclaimer. BrainFights has no special relationship with or fiduciary duty to you. Neither BrainFights nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from BrainFights or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). BrainFights does not make any representations or warranties containing the accuracy, completeness, quality, integrity, appropriateness or legality of any Code or any other data or information provided with respect to any User, or the performance of any Candidate whom you may hire or engage, nor does BrainFights represent or warrant that it will provide Candidates that meet your qualifications, or make any other representation or warranty as to the results that may be obtained by you from use of the Services. BrainFights has no control over, and makes no representations regarding Users’ or Employers’ actions or services. THE SERVICES AND CONTENT ARE PROVIDED BY BRAINFIGHTS (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL BRAINFIGHTS (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO BRAINFIGHTS IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold BrainFights, its affiliates, and ours and their officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including your negligence or willful misconduct with respect to that use), and (b) your violation of these Terms.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without BrainFights’ prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations hereunder without consent.

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California.

Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND BRAINFIGHTS ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Territorial Restrictions. The Services are designed for the use by Users and Employers located in the United States. We make no representations that the Services are appropriate or available for use in other locations, and you may not use the Services in locations outside the United States or for employees or contractors outside of the United States without the express prior written permission of BrainFights, to be given by BrainFights at its sole discretion and on a case-by-case basis. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the BrainFights may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and BrainFights agree that these Terms are the complete and exclusive statement of the mutual understanding between you and BrainFights, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. Any use of the word “including” or “includes” in these Terms shall be deemed to be followed by the phrase “without limitation.” You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of BrainFights, and you do not have any authority of any kind to bind BrainFights in any respect whatsoever. You and BrainFights agree there are no third party beneficiaries intended under these Terms.

How do the Services work?

Among other features and services, the Services provide an online coding platform that allows Users to engage in coding challenges. In addition, the Services may also connect Users with Employers by analyzing User Submissions (as described more fully below) to determine whether a User may be a good fit for Employers looking to hire engineering talent. We may provide Users with the opportunity to submit their User Submissions to these Employers through the Services – if you opt in to this opportunity, you acknowledge that we may share your User Submissions with Employers in order for them to contact you and evaluate whether you would be a good fit at their companies, and you consent to all such sharing and contact. If you opt in, but then decide you do not want us to share these User Submissions with Employers, please contact us at [email protected]

Please note that, while the Services include a job placement function, BrainFights does not employ Users, and BrainFights does not have any obligation to share any of your User Submissions with Employers, and does not guarantee that you will be contacted by any Employers, or that you will be hired. It’s entirely up to Employers whether they want to contact you, or offer you a job.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the app.codesignal.com website, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use any of the Services. If you use any of the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

BrainFights takes the privacy of its users very seriously. For the current BrainFights Privacy Policy, please click here.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal [at] codesignal [dot] com.

What are the basics of using the Services?

You may be required to sign up for an account, and select a password and username (“BrainFights User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your BrainFights User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).

You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not (and will not permit or assist any third party to) contribute any Content or User Submission (each of those terms is defined below) or otherwise use (or allow any third party to) use the Services or interact with the Services in a manner that:

  • Infringes or violates any intellectual property rights or any other rights of anyone else (including BrainFights);
  • Violates any law or regulation, including any applicable export control laws;
  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable, or would otherwise expose BrainFights or its third party providers to unreasonable risk of legal liability, or otherwise injure BrainFights, its third party providers or any other third party;
  • Jeopardizes the security of your BrainFights account or anyone else’s (such as allowing someone else to log in to the Services as you);
  • Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  • Bypasses or violates the security of any computer network, or cracks any passwords or security encryption codes, or potentially exposes any of the Services to software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment, or to otherwise damage or obtain unauthorized access to any system, data, password or other information of BrainFights or any of its third party providers;
  • Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  • “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
  • Copies or stores any significant portion of the Content;
  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services, except to the limited extent applicable laws specifically prohibit such restriction; or
  • Take any action that imposes or may impose (as determined by BrainFights in its sole discretion) an unreasonable or disproportionately large load on BrainFight’s (or its third party providers’) infrastructure.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including BrainFights’) rights. You understand that BrainFights owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

What are my rights in the Services

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including BrainFights’) rights.

You understand that BrainFights owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

Do I have to grant any licenses to BrainFights or to other users?

Anything you post, upload, share, store, or otherwise provide through the Services (including, for example, any code solutions you provide (“Solutions”)) is your “User Submission.” Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that also contain any of your personally-identifiable information.

For all User Submissions, you hereby grant BrainFights a license to use, translate, modify (for technical purposes, for example making sure your content is viewable on your device or computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. Further, if you have opted in to sharing your User Submissions with Employers, you hereby grant BrainFights and the Employers a license to use such User Submissions in connection with our recruiting and job placement Services (including, without limitation, in order contact you and evaluate whether you would be a good fit for the engineering positions that the Employers are looking to fill). The licenses set forth in this paragraph are, collectively, the “User Submission Rights.” This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own personal BrainFights account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant BrainFights the User Submission Rights with respect to such submissions, as well as a license to display, perform, and distribute your Personal User Submission for the purpose of making that Personal User Submission accessible to you and otherwise providing the Services.

If you share a User Submission in a manner that more than just you can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant BrainFights the User Submission Rights with respect to such submissions, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all BrainFights users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with BrainFights’ business for any purpose. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, transferable and worldwide. You also understand that when you delete your BrainFights account or your account is terminated, your User Submissions will no longer be accessible through your account, but those User Submissions may persist and appear within the Services (for example, if your Solutions have been approved and are being used within the Services).

Finally, you understand and agree that BrainFights, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

What if I see something on the Services that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like BrainFights, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to report potentially infringing content, contact us at [email protected] To learn more about the DMCA, click here.

Who is responsible for what I see and do on the Services?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use any Content or what actions you may take as a result of having been exposed to any Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites or services that are not owned or controlled by BrainFights. When you access third party websites or use third party services, you accept that there are risks in doing so, and that BrainFights is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

BrainFights has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services (including any Employers). In addition, BrainFights will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals with whom you may come into contact on or through the Services (including any Employers), including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that BrainFights shall have no obligation or responsibility with respect to, and not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between participants and any third party, you agree that BrainFights is under no obligation to become involved. In the event that you have a dispute with one or more other users (including any Employer), you release BrainFights, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Will BrainFights ever change the Services?

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

The BrainFights Services are currently free for Users, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

What if I want to stop using the Services?

You’re free to do that at any time. To delete your account, please go to your Account Page while logged in and click the “Delete Profile” button located at the bottom of the page.

Please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provided to us after you have stopped using our Services.

BrainFights is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. BrainFights has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of BrainFights.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

What else do I need to know

Warranty Disclaimer. BrainFights has no special relationship with or fiduciary duty to you. Neither BrainFights nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from BrainFights or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific service product). BrainFights has no control over, and makes no representations regarding Users’ or Employers’ actions or services. BrainFights does not represent or warrant that it will share your User Submissions with any Employers, that Employers will contact you, or that you will be hired, nor does it make any representation or warranty as to the results that may be obtained by you from use of the Services. THE SERVICES AND CONTENT ARE PROVIDED BY BRAINFIGHTS (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL BRAINFIGHTS (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO BRAINFIGHTS IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold BrainFights, its affiliates, and ours and their officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without BrainFights’ prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations hereunder without consent.

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Territorial Restrictions. The Services are designed for the use by Users and Employers located in the United States. We make no representations that the Services are appropriate or available for use in other locations, and you may not use the Services in locations outside the United States or for employees outside of the United States without the express prior written permission of BrainFights, to be given by BrainFights at its sole discretion and on a case-by-case basis. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the BrainFights may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and BrainFights agree that these Terms are the complete and exclusive statement of the mutual understanding between you and BrainFights, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. Any use of the word “including” or “includes” in these Terms shall be deemed to be followed by the phrase “without limitation.” You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of BrainFights, and you do not have any authority of any kind to bind BrainFights in any respect whatsoever. You and BrainFights agree there are no third party beneficiaries intended under these Terms.

How do the Services work?

Among other features and services, the Services provide an online coding platform that allows Users to engage in coding challenges. In addition, the Services may also connect Users with Employers by analyzing User Submissions (as described more fully below) to determine whether a User may be a good fit for Employers looking to hire engineering talent. We may provide Users with the opportunity to submit their User Submissions to these Employers through the Services – if you opt in to this opportunity, you acknowledge that we may share your User Submissions with Employers in order for them to contact you and evaluate whether you would be a good fit at their companies, and you consent to all such sharing and contact. If you opt in, but then decide you do not want us to share these User Submissions with Employers, please contact us at talent [at] codesignal [dot] com.

Please note that, while the Services include a job placement function, BrainFights does not employ Users, and BrainFights does not have any obligation to share any of your User Submissions with Employers, and does not guarantee that you will be contacted by any Employers, or that you will be hired. It’s entirely up to Employers whether they want to contact you, or offer you a job.

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