Previous Terms of Use

Kodex, Inc. (referred to as “Kodex”, “we”, “our”, or “us”) offers a proprietary web-based software-as-a-service application and other services (“Kodex Platform”) to registered users. These Terms of Use (referred to as “Terms of Use” or “Agreement”) govern your access and use of the Kodex website located at kodexglobal.com, kodex.us, and certain other sites operated by Kodex (together the “Site”) and your use of the Kodex Platform. Use of the Kodex Platform may also be subject to any Kodex Master Services Agreement (“MSA”) executed between Kodex and its subscribing customers. You and Kodex are each sometimes referred to herein as a “Party.”

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF JURY TRIAL APPLICABLE TO NON-GOVERNMENT PERSONS AND ENTITIES RESIDING OR LOCATED IN THE UNITED STATES. PLEASE READ IT CAREFULLY BEFORE AGREEING AND BEFORE USING OUR WEBSITE OR ANY MOBILE APPLICATIONS.

Your use of the Kodex Platform and/or the Site constitutes your acceptance of these Terms of Use. Kodex reserves the right to change, modify, add to, or remove portions of these Terms of Use in its sole discretion. Any modification shall be effective immediately upon the uploading of a modified Terms of Use as reflected in the “Last Updated” date contained above. Kodex will use best efforts to provide commercially reasonable notice of any material change to these Terms of Use. Your continued use of the Site after modified Terms of Use have been posted constitute your acceptance. If the modified Terms of Use are not acceptable to you, your sole recourse is to discontinue your use of the Site.

By using and/or visiting the Site or the Kodex Platform, you represent that you have read, understand, and agree to all the terms and conditions of this Agreement, and acknowledge our Privacy Policy (“Privacy Policy”)..

If a user of the Kodex Platform is a U.S. federal, U.S. state, or U.S. local government entity (“U.S. Government”), or a user accessing the Kodex Platform on behalf of a U.S. Government (“U.S. Government User”), the terms of the Government-Specific Terms section at the end of this document shall prevail in the event of any conflict with any other section in this Agreement.

Some parts of the Site and/or Kodex Platform are not available to the general public, and the Kodex Platform is available only to eligible registered users. We may impose and amend eligibility requirements and rules from time to time.

You are not eligible to use any Kodex Platform if doing so would violate any applicable law or regulation, including but not limited to U.S. export controls, sanctions, or other restrictions.

You must be over the age of 18 to register an account on the Site or use the Kodex Platform. By registering an account, you represent that you meet this minimum age requirement. In any case, you affirm that you are over the age of 13, as the Kodex Platform is not intended for use by children under 13.

If you are under 13 years of age, then please do not use the Site without the consent of your parent or guardian. Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources and your internet service provider.

Subject to the terms of this Agreement (and to any applicable MSA), we hereby grant you a limited, terminable, non-sublicensable, non-transferable, non-exclusive right to: (1) access and use the features of Site that is intended for public display; and/or (2) access and use the Kodex Platform as a registered user. Any rights not explicitly granted in this Agreement are strictly withheld and reserved by us. Any access or attempt to access or use the Kodex Platform for any unauthorized or illegal purpose is strictly prohibited.

You agree that (i) you will not copy or distribute any part of the Site or Kodex Platform in any medium without our prior written authorization; (ii) you will not alter or modify any part of the Kodex Platform other than as is necessary to use the Kodex Platform for their intended purposes; and (iii) you will otherwise comply with this Agreement.

We shall have no obligation to support your use of the Kodex Platform in the event that: (i) you modify the Kodex Platform (or any component thereof) without our prior written consent; (ii) you experience any error caused in whole or in part by persons other than us (including without limitation, your failure to properly enter, transmit or receive data); (iii) you experience any error caused in whole or in part by your use of the Kodex Platform in association with operating environments and platforms other than those that we support; or (iv) you use the Kodex Platform in a manner that violates applicable laws, regulations, directives, orders, and other legal requirements.

To the extent that the Kodex Platform incorporates any third-party products, then, in addition to the terms set forth herein, you must comply with any additional terms, restrictions or limitations applicable to such third-party products. We have the right to subcontract performance of hosting and other services, in which event the service levels provided by the applicable third-party providers will be incorporated herein by reference.

You shall procure, install and maintain all client-side equipment, data plans, internet connections and other hardware necessary for you to connect to and access the Kodex Platform. We are not responsible for equipment defects, lack of service, or other issues arising from third party services or equipment. You are responsible for all applicable data plan fees, subscription charges or other fees of any kind whatsoever that may be required by your carrier in order to access the Kodex Platform.

You must not use any part of the content on our Site for commercial purposes without obtaining a license to do so from us. For registered users who are authorized to use the Kodex Platform pursuant to an MSA, the right to use the Kodex Platform for the commercial purpose of the business are set out in the MSA.

In connection with your use of the site or the Kodex Platform, you agree that you will not violate any law or regulation which may be applicable to you or to the data you request, provide, or receive.

You agree that you will not distribute, upload, make available or otherwise publish through Kodex Platform any Submissions (defined below) that: (i) are unlawful or encourage or induce another to engage in anything unlawful; (ii) contain a virus or any other similar malicious software that may damage the operation of our or another’s computers (iii) infringe upon any copyright, patent, trademark, trade secret, right of privacy, right of publicity or other right of any person or entity; (iv) are false, inaccurate, fraudulent or misleading; or (v) are libelous, defamatory, obscene, inappropriate, abusing, harassing, threatening or bullying.

You agree that you will not: (i) modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Kodex Platform or Site; (ii) interfere with or disrupt the operation of the Site or the Kodex Platform, including restricting or inhibiting any other person from using the same by means of hacking or defacing; (iii) transmit to or make available in connection with any Kodex Services any denial-of-service attack, virus, worm, Trojan horse or other harmful code or activity; (iv) attempt to probe, scan or test the vulnerability of the Kodex Platform or Site, or breach our security or authentication measures; (v) take any action that imposes an unreasonable or disproportionately large load on our infrastructure, as determined in our sole discretion; (vi) harvest or collect the email addresses or other personal data of other users of the Kodex Platform without written permission from Kodex; (vii) submit or post false, incomplete, or misleading information, or otherwise provide such information to us; or (viii) impersonate any other person, entity, business, or governmental entity.

You will not engage in text or data mining, or web scraping. This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us. You shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to our Site or the Kodex Platform. This includes using (or permitting, authorizing or attempting the use of): (i) any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website or any data, content, information or services accessed via the same; (ii) any automated analytical technique aimed at analyzing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations; and (iii) the provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

We reserve the right to review, edit, block, or remove Submissions. Exchanges between users of the Kodex Platform are not reviewed by us under ordinary circumstances, except that upon request and at the direction of a customer subject to an MSA, we may take commercially reasonable automated steps to screen Submissions for malicious code. Otherwise, we are not required and do not undertake to screen or monitor any or all Submissions to the Kodex Platform. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY SUCH SUBMISSIONS, AND YOUR RELIANCE ON ANY INFORMATION CONTAINED THEREIN IS AT YOUR OWN RISK.

You agree that you are not licensed or permitted to access any portion of the Site that we have not made public or the Kodex Platform that is not accessible to users (whether registered or not), and you may not attempt to override any security measures we have in place.

Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your access to the Kodex Platform shall not be limited to violations of this Restrictions section.

Any registration information, requests for information or data, or any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, graphics, text, information, links, profiles, personal information, name, likeness, audio, photos, software, music, sounds, video, comments, messages, posts, tags or similar materials you provide to Kodex as part of your use of the Kodex Platform (“Submissions”) are made voluntarily. You are under no obligation to submit anything to us, or to use Kodex Platform. We will not claim ownership of your Submissions. In order for us to provide the Kodex Platform to you, however, we require your permission to transmit, process, display, reproduce and otherwise use Submissions you make available to us. Therefore, if you choose to make any Submissions (including your name, email address or other Personal Data) to us, or otherwise make any Submissions available through the Kodex Platform, you hereby grant to us a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, transmit, translate and create derivative works from any such Submissions for purposes of providing, using, and improving the Kodex Platform. Please note that we make commercially reasonable efforts to transmit encrypted documents through the Kodex Platform, as designated by those users, and do not seek access to the contents of such documents as part of our normal operations. Please note further that certain recipients may request, as part of the Kodex Platform provided to them, automated screening of Submissions for malicious code.

Notwithstanding the foregoing grant, as further identified in the Privacy Policy, Personal Data that you upload or make available for the purpose of using the Kodex Platform will only be used by us as stated in the Privacy Policy.

By submitting any Submissions to us, you hereby agree, warrant and represent that: (a) your provision of the Submissions does not violate any third party’s rights (including without limitation, any target of any investigation); (b) you have the appropriate rights and authority under all applicable laws and regulations to provide the Submissions via the Kodex Platform; (c) all such Submissions are accurate and true; and (d) you are not entitled to compensation or attribution from us.

Exchanges between users within our Portal are not reviewed by us under ordinary circumstances, except that upon request and at the direction of specific users, we may take commercially reasonable automated steps to screen such Submissions for malicious code. Otherwise, we are not required and do not undertake to screen or monitor any or all Submissions to the Kodex Platform. The content, products, resources, and/or services made available through the Site are not intended to provide legal advice and should NOT be construed as offering such advice. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY SUCH SUBMISSIONS, AND YOUR RELIANCE ON ANY INFORMATION CONTAINED THEREIN IS AT YOUR OWN RISK.

You understand that by sharing information with us or with others via the Kodex Portal, and by requesting information to be sent through the Kodex Portal, you may be revealing information about yourself, your business, your governmental affiliation, or the target of law enforcement or investigative activities, all of which you may include or that may be generated by the Kodex Platform in connection with your Submission. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials, and you agree that we are not responsible or liable in any way in connection with such sharing.

For your convenience, the Kodex Platform may contain links to the websites of third parties from which you may be able to obtain information or use services. Except as otherwise noted, such third-party websites, and such information and services are provided by organizations that are independent of us. We do not make any representations or warranties concerning such websites. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, we cannot censor or edit the content of any third-party site. Therefore, we make no representation as to the accuracy or any other aspect of the information contained in or on such websites, sources or servers. Any linking to or from any such off-site pages or other websites by you is at your own risk. By using the Kodex Platform and the Site, you expressly relieve us from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Kodex Platform, and to read the agreements and privacy policy of each other website that you visit.

‍Government Services Terms

Certain features of the Kodex Platform may be available only for use on behalf of a police department, government administrative or investigative body, legislative or parliamentary body, including authorized government contractors acting in their official capacity, or other agency of a national, regional, state/provincial, or municipal authority or body (the “Government Services”). All U.S. Governments and U.S. Government Users accessing Government Services are subject to the Government-Specific Terms at the end of this Agreement.

(a) Registered users accessing the Government Services will be required to register an account with us, and we will ask you to provide us with certain credentials or other login information (“Credentials”). In doing so, you agree that you will provide accurate and complete information.

(b) We may refuse to process your Credentials or any documents or transactions you seek to transmit or receive through the Kodex Platform if we believe that you may be: (i) impersonating another person or falsely claiming association with a government agency; (ii) violating the intellectual property or other rights of any entity; (iii) violating the rights of any person or entity through unauthorized Submissions or other use of the Kodex Platform; (iv) providing any information that we may otherwise believe to be false; or (v) for any or no reason in our sole discretion.

(c) You are under no obligation to provide Credentials to us, however, if you do, you represent and warrant that you are authorized to provide these Credentials for use with the Kodex Platform, and that the Credentials are and will be true and accurate throughout the Term of this Agreement. By providing your Credentials, you agree that we may store and use the Credentials in accordance with our Privacy Policy.

(d) Once you are a registered user of the Kodex Platform, you agree to keep your user name and password and/or any other Credentials needed to login to the Kodex Platform confidential and secure. You are solely responsible for controlling the access to and use of your account. You understand and agree that we assume that instructions we receive from your account are authoritative, and that we should act upon such instructions. We are not responsible for any unauthorized access to your account or profile or the ramifications of such access, and we are not required to take action to disable any account. You agree that you will not bring any action against us arising out of or related to any claimed unauthorized access using your account Credentials.

(e) Notwithstanding the foregoing, if we believe that there has been an unauthorized access to your Kodex account, we may take reasonable actions to disable or lock your account, or otherwise address your situation. You will not be able to access information sent to you by other registered users if you lose access to your account for any reason whatsoever.

UNLESS OTHERWISE STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. KODEX DOES NOT REPRESENT OR WARRANT THAT THE SITE (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE. EXCEPT WHERE PROHIBITED BY LAW, KODEX EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS OR BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE KODEX PLATFORM OR THE SITE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WE SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE KODEX PLATFORM, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT A COURT SHALL FIND THAT ANY OF THE ABOVE DISCLAIMERS ARE NOT ENFORCEABLE, THEN YOU AGREE THAT NEITHER WE NOR ANY OF OUR SUBSIDIARIES, AFFILIATED COMPANIES, EMPLOYEES, MEMBERS, SHAREHOLDERS, OR DIRECTORS SHALL BE LIABLE FOR (I) ANY DAMAGES IN EXCESS OF THE GREATER OF THE AMOUNTS YOU HAVE PAID TO US DURING THE MOST RECENT TWELVE (12) MONTH PERIOD OR $100.00, OR (II) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, LOST REVENUE, LOST PROFITS OR DATA TO YOU OR ANY THIRD PARTY FROM YOUR USE OF THE KODEX PLATFORM OR THE SITE. THIS LIMITATION SHALL APPLY REGARDLESS OF THE BASIS OF YOUR CLAIM OR WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.

(a) The term “Confidential Information” means the Kodex Platform, associated documentation, our pricing, and all other information we disclose to you that is designated as confidential or that by its nature would reasonably be expected to be kept confidential.

(b) Notwithstanding the previous paragraph, our Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of yours; (ii) was in your lawful possession prior to the disclosure and had not been obtained by you either directly or indirectly from us; (iii) is lawfully disclosed to you by a third party not bound by a duty of non-disclosure; or (iv) is independently developed by you without access to or use of our Confidential Information.

(c) You agree to hold all Confidential Information in confidence. You agree not to make the Confidential Information available in any form to any third party or to use the Confidential Information for any purpose other than performing your obligations or enjoying your rights under this Agreement. You agree to use the same degree of care in protecting the Confidential Information that you use to protect confidential information of your own of a similar nature and value, but in no event less than a reasonable standard of care to ensure that Confidential Information is not disclosed or distributed by your employees or agents in violation of the provisions of this Agreement. You represent that you have, with each of your employees who may have access to any Confidential Information, an appropriate agreement sufficient to enable you to comply with all of the confidentiality terms hereof.

(d) Notwithstanding the foregoing, you may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that you provide us with prior written notice of such disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from public disclosure.

(e) After termination or expiration of this Agreement, you shall return any Confidential Information in your possession or control to us.

‍Acceptable Use Policy

You shall comply with Kodex’s Acceptable Use Policy, including its requirements to comply with all applicable laws and prohibitions on automated or manual copying or scraping of the Site and/or their content.

You shall indemnify, defend, and hold harmless Kodex and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, attorneys, and each of their respective successors and assigns (the “Kodex Indemnified Parties”) from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with your breach of these Terms of Use. Notwithstanding the foregoing, the indemnity obligations in this paragraph are hereby subject to the Government-Specific Terms at the end of this Agreement for any U.S Government or U.S. Government User accessing the Government Services.

Personal Information collected in connection with your use of the Site shall be processed in accordance with the disclosures set forth in the Kodex’s Privacy Policy and Cookie Policy.

We consider any suggestions, ideas, proposals, content or other material or information submitted by you, whether solicited or unsolicited, (collectively, the “Feedback”) to be non-confidential and non-proprietary. We shall not be liable for the disclosure, use or exploitation of such Feedback. You hereby grant to Kodex a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and license to incorporate, use, publish and exploit the Feedback for any purpose whatsoever, commercial or otherwise, without compensation or accounting.

Kodex has and shall retain all right, title and interest in and to the Site, and all content made available through the Site, including, but not limited to, all logos, trademarks, design, text, graphics, images, audio, visual or audiovisual combinations, page headers, buttons, scripts, code, software and other files, and the selection arrangement and organization thereof (collectively “Kodex Intellectual Property”). Except for the limited right to access the Site for informational purposes, nothing in these Terms of Use or your use of the Site grants you a right or license to use any of Kodex Intellectual Property. © 2025 Kodex, Inc. All Rights Reserved.

Our graphics, logos, names, designs, page headers, button icons, scripts and service names are our trademarks, trade names and/or trade dress. The “look and feel” of the Kodex Platform and Site (including color combinations, button shapes, layout, design and all other graphical elements) are protected by international copyright and trademark laws. All product names, services names, trademarks and service marks within the Kodex Platform (“Marks”) are either our property or the property of their respective owners, as indicated. You may not use the Marks for any purpose whatsoever other than as permitted by this Agreement.

You acknowledge that (i) the software used to provide the Kodex Platform, and all enhancements, updates, upgrades, corrections and modifications to such software (the “Software”), (ii) all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Software (or any enhancements, corrections or modifications) and (iii) all documentation therefor, are the sole and exclusive property of us and/or our licensors. This Agreement does not convey title or ownership to you, but instead gives you only the limited use rights set forth herein. To the extent that you gain access to or receive any copies of the Software, you agree that you will delete such copies of the Software upon any termination of this Agreement, termination of your use of the Kodex Platform, or at our request.

You acknowledge our proprietary rights in the Kodex Platform and associated documentation and materials, and shall protect the proprietary nature thereof. If you suggest any new features, functionality or performance for the Kodex Platform that we subsequently incorporate into the Kodex Platform (or any other software or service), you hereby acknowledge that (i) we shall own, and have all rights to use such suggestions and the Kodex Platform incorporating such new features, functionality or performance; and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon us. You shall not sell, lease, or otherwise transfer or distribute the Kodex Platform or associated documentation, in whole or in part, without prior authorization in writing from us. In the event of any breach of this paragraph, you agree that we will suffer irreparable harm and shall therefore be entitled to obtain injunctive relief against you.

This section is subject to the Government-Specific Terms at the end of this Agreement for any U.S. Government or U.S. Government User accessing Government Services.

The laws of the state of Delaware shall govern this Agreement. Any legal proceeding or arbitration shall be held in Wilmington, Delaware (the “Dispute Resolution Location ”). To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Kodex Platform, the Site, or us, may only be brought by you in a state or federal court located in the Dispute Resolution Location. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN THE DISPUTE RESOLUTION LOCATION.

You agree that any claim or dispute arising out of or relating in any way to your use of the Site will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. YOU UNDERSTAND AND AGREE TO SUBMIT TO ARBITRATION PROCEEDINGS TO SETTLE ANY DISPUTES HEREUNDER, THAT SUCH ARBITRATION WILL BE IN LIEU OF LITIGATION, AND EACH PARTY HEREBY WAIVES THE RIGHT TO SUE IN COURT IN FAVOR OF THE ARBITRATION PROCEEDING EXCEPT AS PERMITTED UNDER THIS AGREEMENT.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, may award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our address specified in the General section, below. You consent to our delivery to you of any communications or notices we send to any email address you have registered with us or, at our discretion, to whatever mailing address we have been provided by you.

Arbitration under this Agreement will be conducted by the American Arbitration Association (“AAA ”) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we both agree that we have each waived any right to a jury trial.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

Any dispute or alleged claim you may have with respect to your access or use of the Kodex Platform or the Site must be commenced within one (1) year after the occurrence of the events leading to the dispute or alleged claim.

Nothing in the foregoing shall exclude or restrict rights you have under local law that cannot be excluded or restricted. If you are a consumer, you may be entitled under law to bring claims against Kodex in the courts and pursuant to the governing law of your residence.

(a) Relationship Between The Parties. This Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar legal relationship between the Parties; nor will either Party hold itself out as an agent, partner, or joint venture party of the other Party.

(b) Other Agreements. If the terms of this Agreement conflict with the terms of an MSA or any similar agreement which has been duly executed by us and which governs the relationship between us and you, the terms of such specific agreement shall prevail to the extent of such conflict.

(c) Compliance With Law. Each Party shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement.

(d) Waiver. No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by both Parties.

(e) Severability. If any provision of this Agreement is held to be invalid, void or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remaining provisions of this Agreement shall remain in full force and effect.

(f) Assignment. Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent, not to be unreasonably withheld; except, however, either Party may assign this Agreement in its entirety, without the other Party’s consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the restrictions in this Section, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns. Any other attempt to transfer or assign is void. If a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of a direct competitor of the other Party, then the other Party may terminate this Agreement upon written notice.

(g) Force Majeure. We shall not be in default or otherwise liable for any delay in or failure of our performance under this Agreement where such delay or failure arises by reason of any Act of God, or any government or any governmental body, war, insurrection, acts of terrorism, the elements, strikes or labor disputes, or other similar or dissimilar causes beyond our control. You acknowledge that the performance of certain of our obligations may require the cooperation of third parties designated by you and outside our control. In the event such third parties fail to cooperate with us in a manner that reasonably permits us to perform our obligations, such failures shall be considered as causes beyond our reasonable control for the purposes of this paragraph, and shall not be the basis for a determination that we are in breach of any of our obligations under this Agreement or are otherwise liable.

(h) Survival. Any provision of this Agreement that may reasonably be interpreted as being intended by the Parties to survive termination or expiration of the Agreement, shall survive any such termination or expiration.

(i) Notices and Contact. All legal notices given by you or required under this Agreement shall be in writing and addressed to: Kodex Inc. 68 Harrison Ave Ste 605 PMB 52241 Boston, Massachusetts 02111-1929, USA, and by email to info@kodexglobal.com.

If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.

These terms apply to U.S. Governments and U.S. Government Users accessing the Government Services, and shall prevail in the event of any conflict with this Agreement.

1. Commercial Items: The Kodex Platform, including all Software, Documentation, and related technical data, are “commercial items” as defined at 48 C.F.R. § 2.101. For the U.S. federal government or a U.S. Government User accessing the Kodex Platform on behalf of the U.S. federal government (“U.S. Government User”), the Kodex Platform is "commercial computer software" and the Documentation is "commercial computer software documentation" pursuant to 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, the Kodex Platform is provided to the U.S. federal government and U.S. Government User with only those rights as are granted to the general public as set forth in this Agreement. If applicable, technical data is licensed to the U.S. federal government consistent with 48 C.F.R. § 252.227-7015.

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1. Liability and Disputes: Claims and liabilities will be determined under the Contract Disputes Act, the Federal Tort Claims Act, or equivalent governing state or local legal authority. Federal or state statute of limitations provisions apply to any breach or claim, notwithstanding any shorter period stated in this Agreement. Any provisions regarding choice of law, venue, and jurisdiction in this Agreement are waived to the extent they are prohibited by the laws applicable to the applicable entity of the U.S. Government. In the absence of applicable law, the laws of the state of Delaware shall apply.
   
   
2. Indemnification and Injunctions: The “Indemnification” section and any provisions entitling Kodex to equitable relief or injunctions apply to U.S. Government only to the extent authorized by applicable law (e.g., the Anti-Deficiency Act or equivalent state/local statutes). The Parties agree that any liability for infringement or unauthorized use of Intellectual Property by the U.S. Government shall be governed by 28 U.S.C. § 1498 or applicable governing U.S. state or local law, otherwise the Intellectual Property provisions in the body of this Agreement shall apply.
   
   
3. No Endorsement; Professional Sharing: The U.S. Government does not endorse or recommend specific commercial products, nothing in this Agreement shall restrict U.S. Government Users from sharing their professional experiences with the Kodex Platform to other governmental or law enforcement agencies. Any use of Kodex logos or trademarks in formal public-facing advertisements requires prior written consent.
   
   
4. Severability: If any term of this Agreement is prohibited by law, such term will be deemed modified only to the extent necessary to conform to such law, and the remainder of the Agreement shall remain in full force and effect.
   
   
5. Governmental Authority and Conduct: U.S. Government Users are responsible for ensuring that their use of the Kodex Platform, including the sharing or requesting of any information or Submissions, is conducted in compliance with all applicable federal, state, and local laws, regulations, and internal agency policies or Standard Operating Procedures (SOPs). Kodex provides the platform as a tool for the transmission of data, and the U.S. Government Users acknowledges that the U.S. Government maintains sole responsibility for determining the lawfulness and appropriateness of any data shared or requested by U.S. Government Users.
   
   
6. Security of Government Environments, Connections, and Accounts: The U.S. Government remains responsible for the security of the hardware, local networks, user accounts, and internet connections used to access the Kodex Platform. This includes maintaining up-to-date security patches, firewall configurations, and endpoint protection on any government-furnished equipment. While Kodex is responsible for the security of the Kodex Platform itself, it is not liable for breaches or data loss resulting from vulnerabilities within the U.S. Government’s own technical environment, compromised government connections, or the unauthorized use of valid Credentials.
   
   
7. Data Retention, Retrieval, and Independent Logging: The U.S. Government and U.S. Government User acknowledges that the Kodex Platform is intended to facilitate the secure transmission and management of legal process, and unless expressly agreed in writing, is not the U.S. Government’s official system of record, or long-term archival repository. Accordingly:
   
   • Government Recordkeeping: The U.S. Government is solely responsible for exporting, retaining and maintaining records as necessary to satisfy its own evidentiary and record-keeping obligations.
   • Customer-Controlled Content: Content submitted by Kodex customers may be modified or removed in accordance with Kodex customer instructions and applicable agreements. Kodex is not responsible for customer-directed removals, provided that nothing herein is intended to limit the U.S. Government’s ability to meet applicable preservation or retention requirements. Kodex shall have no liability for the loss of access to data resulting from customer directed modifications or removal of content, nor any obligation to recover or recreate data once removed.
   • Logs and Audit Trails. Kodex may make available certain transmission logs or audit features for administrative convenience; however, the U.S. Government remains responsible for maintaining its own internal procedures and records to satisfy applicable legal and compliance obligations.

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