Terms and Conditions

Last Updated: June 1, 2023

Please read these Terms and Conditions carefully before using our website or services.

1. Introduction

These Terms and Conditions ("Terms") govern your use of the Codexa Labs website ("Website") and any services provided by Codexa Labs ("Services"). By accessing our Website or using our Services, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Website or use our Services.

2. Use of Website and Services

2.1 Eligibility

You must be at least 18 years of age or have the consent of a legal guardian to use our Website and Services. By using our Website and Services, you represent and warrant that you meet these eligibility requirements.

2.2 Account Registration

Some portions of our Website or Services may require you to create an account. You are responsible for maintaining the confidentiality of your account information, including your password, and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

2.3 Acceptable Use

You agree to use our Website and Services only for lawful purposes and in accordance with these Terms. You agree not to use our Website or Services:

  • In any way that violates any applicable federal, state, local, or international law or regulation
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation
  • To impersonate or attempt to impersonate Codexa Labs, a Codexa Labs employee, another user, or any other person or entity
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website or Services, or which may harm Codexa Labs or users of the Website or Services

3. Intellectual Property

3.1 Our Intellectual Property

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Codexa Labs, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

3.2 Limited License

We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use our Website and Services for your personal or internal business purposes. This license does not include any resale or commercial use of our Website or Services or their contents; any collection and use of any product listings, descriptions, or prices; any derivative use of our Website or Services or their contents; or any use of data mining, robots, or similar data gathering and extraction tools.

3.3 Your Content

By submitting, posting, or displaying content on or through our Website or Services, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute your content in any existing or future media. You represent and warrant that you own or control all rights in and to the content you provide, and that the content does not violate these Terms or any applicable law.

4. Payment Terms

4.1 Fees and Payment

You agree to pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All payment obligations are non-cancelable and fees paid are non-refundable unless otherwise expressly stated in these Terms.

4.2 Billing and Invoicing

We will send you an invoice for the Services provided. Payment terms are net 30 days from the date of invoice unless otherwise specified in the applicable statement of work or service agreement. Late payments may be subject to late fees at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

5. Limitation of Liability

In no event shall Codexa Labs, its directors, employees, partners, agents, suppliers, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, 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 Website or Services; (ii) any conduct or content of any third party on the Website or Services; (iii) any content obtained from the Website or 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.

6. Disclaimer of Warranties

Your use of the Website and Services is at your sole risk. The Website and Services are provided on an "AS IS" and "AS AVAILABLE" basis. The Website and Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

Codexa Labs, its subsidiaries, affiliates, and its licensors do not warrant that a) the Website or Services will function uninterrupted, secure, or available at any particular time or location; b) any errors or defects will be corrected; c) the Website or Services are free of viruses or other harmful components; or d) the results of using the Website or Services will meet your requirements.

7. Indemnification

You agree to defend, indemnify, and hold harmless Codexa Labs, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website or Services.

8. Termination

We may terminate or suspend your access to the Website or Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Website and Services will immediately cease.

9. Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

10. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Website or Services after those revisions become effective, you agree to be bound by the revised terms.

11. Contact Us

If you have any questions about these Terms, please contact us: