Terms of Use

Effective Date: April 28th, 2025

These Terms of Service govern your access and use of the Kodex website located at kodexglobal.com, kodex.us, and certain other sites operated by Kodex, Inc. (the “Sites”) and your use of the services Kodex offers to registered users (the “Platform”). Use of the Platform will also be subject to any Kodex Master Services Agreement executed between Kodex, Inc. and its subscribing customers.

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.

Acceptance of Terms

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

Submissions

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 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) all such Submissions are accurate and true; and (c) 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.

Information Shared through the Kodex Portal

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 Plaform 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.

Links to Third Party Sites

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 Sites, 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, or other agency of a national, regional, state/provincial, or municipal authority or body (the “Government Services”).

(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.

Disclaimer of Warranties

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.

Limitation of Liability

NEITHER KODEX NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, SECURITY BREACH, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SITE, EVEN IF KODEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Confidentiality

(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; or (ii) was in your lawful possession prior to the disclosure and had not been obtained by you either directly or indirectly from us; or (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 Sites and/or their content.

Indemnification

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 your breach of these Terms of Service.

Privacy and Feedback License

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.

Intellectual Property – Reservation of Rights

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 Service 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.

Confidentiality

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

Disputes, Governing Law, and Jurisdiction

The laws of the Commonwealth of Massachusetts shall govern this Agreement. Any legal proceeding or arbitration shall be held in Boston, Massachusetts (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, Sites, 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 Sites 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 as registered with us or via 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 Sites 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 country of residence.

General

(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 a statement of work 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. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement or delegate any of your rights, interest or obligations hereunder, without our prior written consent. Any unauthorized assignment shall be null and void. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

(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 Section, 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) Entire Agreement. This Agreement shall constitute the complete agreement between the Parties and supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof.

(i) 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.

(j) 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.

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Complaints – California Residents

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.