License Agreement

Last Updated: April 25, 2024

Welcome to Codex Kit! These License Terms set forth the legal agreements between you, the author/licensor ("you" or "Licensor"), and Codex Kit, the platform operator ("we", "us", "CodexKit" or "Codex Kit"). By submitting your digital guidebook content to Codex Kit for publication on our platform, you agree to these License Terms. Please read them carefully as they govern your rights and obligations regarding the use of your content on our platform.

These terms outline how your content will be handled, the rights you are granting to Codex Kit, how revenues will be shared, and other important aspects of our relationship. Understanding and agreeing to these terms is essential for working together to provide high-quality, reliable digital guidebooks to our users.

These License Terms are designed to ensure a transparent, fair, and mutually beneficial partnership between you and Codex Kit. They provide the framework for your engagement with us, detail the licensing rights you grant, outline our obligations to you, and describe the legal protections in place.

By continuing to use our platform and submitting your content, you accept these License Terms in their entirety. If you disagree with any part of these terms, you should discontinue the use of our services and refrain from submitting your content. We appreciate your contributions and commitment to helping us provide valuable and informative content to the climbing and outdoor community.

1. Acceptance Of These License Terms

   1. By submitting content to Codex Kit, whether it's for creating or updating digital guidebooks, you, the author or licensor, explicitly agree to these License Terms. This acceptance indicates that you have thoroughly read, understood, and consent to be bound by each term and condition outlined herein.
   2. These License Terms form a legally binding agreement between you and Codex Kit, governing your use of our platform and services. If you do not agree with any of the provisions stated in these terms, you should not submit your content to Codex Kit. It is important that you review these terms carefully before agreeing to them, as they impact your legal rights and obligations.
   3. You represent that you are of sound mind, at least of 18 years in legal age, and otherwise competent to form a binding contract with us. If you are not of the age of majority, then you must have a valid consent of your parents / lawful guardian to submit your content. If you are using the services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind such entity to these Terms and that such entity agrees to be fully bound by these Terms. By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements.

2. Definitions

   1. "Author" or "Licensor": Refers to the individual or entity that provides content to Codex Kit for publication on the platform. The Author retains ownership of the content but grants Codex Kit certain rights under these License Terms.
   2. "Content": Includes but is not limited to text, images, videos, metadata, and GPS data submitted by the Author for inclusion in digital guidebooks on the platform. Content may relate to climbing routes, areas, or other relevant outdoor activities.
   3. "Codex Kit": Refers to the digital platform operated by Codex Kit, which allows Authors to create, manage, and distribute digital guidebooks.
   4. "Digital Guidebook": A compilation of Content that has been formatted and published digitally on Codex Kit. This may include guidebooks that are converted from physical format or newly created guidebooks.
   5. "Guidebook": Refers to both digital and physical form guidebooks containing information about climbing and outdoor activities.
   6. "License": The rights granted by the Author to Codex Kit to use the Content as specified under these License Terms.
   7. "Licensee":Refers to Codex Kit, having its office at 17 Pienza Way, Leopold, VIC 3224, Australia.
   8. "License Terms": This document, comprising the terms and conditions under which the Author grants Codex Kit the right to use the submitted Content.
   9. "Platform": The digital service and infrastructure provided by Codex Kit through which users can access, create, and manage Digital Guidebooks.
   10. "Revenue Sharing": The financial arrangement described in these License Terms by which revenues generated from subscriptions and other monetization methods are shared between Codex Kit and the Authors.
   11. "Subscriber": A user who has paid the subscription fee to access the Digital Guidebooks available on Codex Kit.
   12. "Terms of Service" (ToS): The general terms and conditions governing all users' use of the Codex Kit platform, which supplements these License Terms.
   13. "User": Any individual or entity who accesses or uses the Codex Kit platform, whether as a Subscriber or a non-paying visitor.

3. Grant of License

   1. Grant of Rights: The Author hereby grants Codex Kit a perpetual, non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, publish, prepare derivative works of, display, and publicly perform the Content submitted to the platform in any media formats and through any media channels. This license is granted for the purpose of enabling Codex Kit to operate, promote, and improve the services offered on the platform and to develop new ones. This license is irrevocable and in perpetuity.
   2. Scope of Use: The license includes the right for Codex Kit to incorporate the Content into Digital Guidebooks and other related materials, which may be offered to Subscribers and Users of the platform. This includes (without limitation) the right to modify and adapt the Content as necessary to format it for inclusion in Digital Guidebooks or to enhance its compatibility with various devices.
   3. Rights to Sublicense: Codex Kit is permitted to sublicense the rights that have been granted in this section to third parties, including but not limited to, affiliates and service partners, solely for the purposes described herein and in alignment with the intended use of the platform.
   4. Promotional Use: The Author agrees that Codex Kit may use the Content for promotional purposes in connection with advertising the platform, showcasing the features available on Codex Kit, and promoting Digital Guidebooks. This includes the use of Content in marketing materials, demonstrations, and communications directly related to the promotion of the platform.
   5. Archival and Backup: Codex Kit has the right to store, archive, and make backup copies of the Content as necessary for the operation and preservation of the Digital Guidebooks on the platform. This includes maintaining the integrity and accessibility of the Content for future use and ensuring that it remains available on the platform.

4. Duration of License

   1. Perpetual License: The license granted by the Author to Codex Kit under these License Terms is irrevocable and perpetual. This means that once granted, the license will continue indefinitely. The perpetual nature of the license ensures that Codex Kit can continuously utilize the Content to support and enhance the platform, provide ongoing access to Digital Guidebooks, and fulfill the long-term objectives of the service.
   2. Continued Validity Post-Termination: Despite any termination of the Author's account or their disengagement from the platform, the rights and licenses granted to Codex Kit regarding the use of the Content will continue in perpetuity.
   3. Amendments to License Terms: While the license is granted perpetually, the specific terms under which it operates may be subject to change. Codex Kit reserves the right to amend these License Terms.

5. Revenue Sharing and Payments

   1. Distribution of Revenue: Authors will receive a portion of the monthly user fees collected by Codex Kit, which is directly attributable to the interaction users have with their specific Digital Guidebooks. Specifically, Authors will receive 15% of the monthly revenue generated per user per guidebook interaction. This revenue share is determined by tracking user engagement with the guidebooks, ensuring that authors are compensated based on the popularity and usage of their content.
   2. Method of Calculation: The revenue share for each Author is calculated based on the time users spend interacting with the Author's guidebook. An interaction is defined as a user spending at least 10 minutes accessing information from the guidebook within a calendar month. This metric ensures that payments are reflective of the value provided to users through the Author's content.
   3. Timing of Payments: Payments to Authors are distributed every three months. This quarterly payment system allows Codex Kit to accurately compile interaction data and calculate the due revenue share. The specific dates of payment distribution will be communicated to Authors via their registered email addresses or through their account dashboard on the Codex Kit platform.
   4. Donations to Non-Profits: In addition to payments made to Authors, Codex Kit allocates 5% of the monthly user fees to non-profit organizations. This contribution is part of Codex Kit's commitment to supporting wider community initiatives and is deducted before the revenue share calculation for Authors.
   5. Adjustment of Terms: Codex Kit reserves the right to modify the revenue sharing percentages and payment procedures. Any changes to these terms will be communicated to Authors at least 30 days in advance of taking effect.
   6. Handling Disputes: In the event of a dispute over payments, Authors are encouraged to contact Codex Kit's designated Grievance Officer. All payment disputes must be raised within 60 days of the payment date after which they are considered settled. The Grievance Officer's decision shall be final and binding.
   7. Tax Responsibility: Authors are responsible for all applicable taxes on payments received from Codex Kit. Authors should consult with a tax advisor to understand their tax responsibilities in their respective jurisdictions.

6. Content Submission and Approval

   1. Submission Process: Authors must follow the specified guidelines and procedures for submitting content to Codex Kit. This includes using designated formats and tools provided on the platform for uploading digital guidebooks and associated materials such as text, images, and GPS data. Authors are encouraged to ensure that their submissions are complete, accurate, and compliant with the provided content guidelines.
   2. Content Review: Upon submission, all content undergoes a review process by Codex Kit's editorial team. The review is based on criteria including but not limited to the accuracy of information, adherence to copyright laws, quality of presentation, and relevance to the platform's audience. This process ensures that all content on Codex Kit meets a high standard of quality and relevance.
   3. Feedback and Revisions: If content does not meet the approval criteria, Codex Kit will provide feedback to the Author, outlining the reasons for non-approval and suggestions for improvement. Authors will have the opportunity to revise their submissions in accordance with the feedback provided and resubmit for approval.
   4. Approval Notification: Authors will be notified of the approval or final rejection of their content via their registered email address associated with their Codex Kit account. Approved content will be scheduled for publication according to the platform's content calendar, and Authors will be informed of the publication date.
   5. License Commencement: The grant of license as detailed in Section 3 (Grant of License) becomes effective immediately upon the submission of content. This means Codex Kit has the right to use the submitted content in accordance with the granted license even before the content is officially approved and published.
   6. Responsibility for Content: Authors are solely responsible for ensuring that they have all the necessary rights to the content they submit. This includes obtaining and maintaining any permissions or licenses required to use third-party content incorporated within their submissions. Authors must ensure their content does not infringe on any third-party rights or violate any applicable laws.
   7. Content Updates and Maintenance: Authors are expected to maintain and update their content as necessary to ensure its continued accuracy and relevance. Codex Kit reserves the right to request updates from Authors to address emerging issues or changes in relevant information or to improve the overall quality of the guidebooks.

7. Use of Content

   1. Platform Integration: Codex Kit is authorized to integrate and display the content within its digital guidebooks and related offerings across the platform. This includes the right to adapt, modify, and create derivative works from the submitted content to ensure compatibility and enhance user experience on different devices and formats.
   2. Promotional Activities: Codex Kit may use the content for promotional purposes, including but not limited to, marketing campaigns, social media posts, and promotional materials both online and offline. This helps to increase the visibility and user engagement with the guidebooks and the platform as a whole.
   3. Subscription Access: Users who have subscribed to Codex Kit can access and interact with the content as part of their subscription. This includes viewing, downloading for personal use, and participating in interactive features provided by the platform, such as commenting or rating guidebooks.
   4. Educational and Informational Use: Content may be used by users for personal educational and informational purposes, which supports Codex Kit's mission to educate and inform the climbing community about various climbing areas and techniques.

8. Representation by the Author/Licensor

   1. Ownership Affirmation: The Author represents and warrants that they are the sole owner of the content submitted to Codex Kit or that they have all necessary licenses, rights, consents, and permissions to authorize Codex Kit to use the content as specified in these License Terms. This includes the assurance that the content is not encumbered by any restrictions, liens, or other limitations which might affect the rights granted to Codex Kit.
   2. No Infringement of Rights: The Author asserts that the content does not and will not infringe or violate the intellectual property rights or any other rights of any third party, including copyright, trademark, patent, trade secret, moral rights, or other proprietary rights of any party.
   3. Content Accuracy: The Author guarantees that all information provided in the content is accurate to the best of their knowledge and that the content complies with all applicable laws and regulations. The Author also ensures that the content is not misleading, libelous, defamatory, obscene, or otherwise objectionable.
   4. Necessary Permissions: The Author confirms that they have obtained all necessary permissions and releases from individuals or owners of certain rights that are necessary for the lawful use of the content within the platform and its related activities. This includes but is not limited to permissions from copyright holders, trademark owners, and individuals appearing in or contributing to the content.
   5. Legal Compliance: The Author affirms that the creation, distribution, and use of the content do not violate any laws, including but not limited to those related to privacy, data protection, and electronic communications.
   6. Notification of Existing Limitations: If there are any existing legal, contractual, or other restrictions that might impact the rights granted to Codex Kit, the Author is responsible for disclosing these limitations prior to or at the time of content submission. This ensures that Codex Kit is fully informed and can take necessary actions or precautions.
   7. Indemnity for Future Claims: The Author agrees to indemnify and hold harmless Codex Kit against any and all claims, damages, liabilities, costs, and expenses arising out of any breach of these representations and warranties. This includes any legal claims that might be brought against Codex Kit challenging the content's usage based on rights not properly secured by the Author.

9. Intellectual Property

   1. Author's Rights: The Author retains ownership of all intellectual property rights in the content they submit to Codex Kit. The submission of content does not transfer ownership of these rights to Codex Kit, except for the rights explicitly granted through the licensing agreement detailed in these License Terms.
   2. Scope of Licensed Rights: By submitting content to Codex Kit, the Author grants a non-exclusive, worldwide, royalty-free, irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content (in whole or in part) and to incorporate it in other works in any form, media, or technology now known or later developed. This license is provided for the purpose of facilitating the operation and promotion of the Codex Kit platform and its related services.
   3. Protection of Intellectual Property: Codex Kit commits to respecting the intellectual property rights of third parties. Authors must ensure that their content does not infringe on the rights of others and that they have secured all necessary permissions and rights before submitting content to the platform.
   4. Infringement Claims: If Codex Kit receives any claim or notice alleging that any content infringes or violates the rights of a third party, Codex Kit will take reasonable steps to investigate the claim and may, at its discretion, remove or disable access to the infringing content. Codex Kit will notify the Author of the claim and may request further documentation or proof of rights.

10. Termination of License

    1. Breach of Terms: Codex Kit reserves the right to terminate the license granted under these License Terms if the Author breaches any of the terms and conditions stated herein, including but not limited to, infringement of intellectual property rights, submission of false or misleading content, or failure to comply with content submission guidelines. Upon termination, Codex Kit may cease all use of the affected content at its sole discretion.
    2. Operational Changes: Codex Kit may also terminate the license if it is necessary due to changes in its business strategy, legal requirements, or for operational reasons that necessitate such termination.
    3. Withdrawal of Content: Authors have the right to terminate their license agreement and withdraw their content from the Codex Kit platform. To do so, Authors must provide written notice to Codex Kit specifying their intention to terminate the license and remove their content. Upon receipt of such notice, Codex Kit will remove the content from public access and cease further use of the content within a reasonable period, subject to any ongoing rights or uses permitted by these License Terms.
    4. Removal of Content: Following the termination of the license, Codex Kit will take reasonable steps to remove the content from the platform and cease its active use. However, any copies of the content that were made for backup or archival purposes may be retained but will not be publicly accessible or used commercially.
    5. Settlement of Accounts: Upon termination, any outstanding earnings accrued to the Author under the revenue sharing arrangements will be calculated and paid out during the next scheduled payment cycle.

11. Limitation of Liability

    Codex Kit does not warrant that the access to the platform will be continuous or uninterrupted, or that the information provided will always be accurate. Users acknowledge that the platform and its services are provided "as is" and "as available" without any warranties of accuracy, reliability, or the availability of the platform. Codex Kit shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the services; (iii) any content obtained from the services; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose. Nothing in these License Terms shall exclude or limit Codex Kit’s liability for damages that may not be lawfully excluded or limited by applicable law. Accordingly, some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

12. Indemnification

    The Author agrees to indemnify, defend, and hold harmless Codex Kit, its affiliates, officers, agents, employees, and licensors from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected with the Author's content, use of the platform, breach of these License Terms, or infringement by the Author or any third party using their account, of any intellectual property or other rights of any person or entity. This indemnification obligation will survive the termination or expiration of these License Terms and the Author's use of the Codex Kit services. This comprehensive indemnity is designed to protect Codex Kit against potential legal and financial liabilities that may arise from the Author’s actions or content, ensuring that Codex Kit can operate its platform without facing undue risks associated with the content it hosts.

13. Grievance Officer/Designated Representative

    In the event you have any grievance regarding anything related to these License Terms or License Agreement, or Privacy Policy, or with any content or service of Codex Kit, in that case you may freely write your concerns to the Grievance Officer/Designated Officer at below:

    • Name: Stuart Martin
    • Contact: Via contact form
    • Postal:
      Codex Kit
      PO Box 99192, Vancouver RPO Davie,
      BC, V6G 0B7, Canada

14. Termination of License

    1. Governing Law: These License Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the state of British Columbia (Canada).
    2. Dispute Resolution: In the event of any dispute or disagreement between the Licensor and the Licensee arising from or in connection with these License Terms, both parties shall make reasonable efforts to resolve the dispute through negotiation and good-faith discussions.
    3. Jurisdiction: Any legal action or proceeding arising from or related to these License Terms shall be filed in the courts located in Vancouver, Canada., and both parties consent to the personal jurisdiction of such courts.
    4. Language: These License Terms are drafted in English. In the event of any discrepancy or inconsistency between the English version and any translation, the English version shall prevail.

15. General Provisions

    1. Waiver: The failure of either party to enforce any provision of these License Terms shall not be deemed a waiver of that provision or the right to enforce it later. Any waiver of a provision must be in writing and signed by the party granting the waiver.
    2. Entire Agreement: These License Terms, along with the Terms of Service (ToS), and Privacy Policy posted on the website, constitute the entire agreement between the Licensor and the Licensee and supersede all prior agreements or understandings, whether oral or written, related to the subject matter herein.
    3. Headings: The headings or titles used in these License Terms are provided for convenience and clarity and do not affect the interpretation or construction of the terms herein.
    4. Amendments or Updates: These License Terms may be updated, amended, or modified by the Licensee, at any time, at their sole discretion. Any such updates or amendments shall become effective immediately upon posting on the website or through other means of communication. It is the responsibility of the Licensor to review these terms periodically for any changes. Continued use of the platform after such updates constitutes the Licensee's acceptance of the revised terms. The Licensor is encouraged to check for updates regularly to ensure compliance with the most current version of the License Terms.

16. Feedback and Information

    We welcome your questions or comments regarding the License Terms. You can contact us at any time