Terms of Service

Last Updated June 18, 2018

Welcome, and thank you for visiting the Codex Protocol website (the “Site”). Codex Labs, Inc (“Codex”, “we”, “us” or “our”) provides the Site, the CODX Tokens (the “Tokens”) and all related products and services (together with the Site and the Tokens, the “Codex Products”) to you subject to the following terms of service (“Terms”). The Codex Products are offered to you conditioned on your acceptance, without modification, of these Terms; if you do not agree to these Terms, you may not use any of the Codex Products. Your use of the Codex Products constitutes your agreement to all of these Terms. Please read these Terms carefully, keep a copy of them for your reference, and if you have any questions about these Terms please contact us prior to using any of the Codex Products.

We are frequently modifying, updating, expanding, and improving the Codex Products. We reserve the right, subject to applicable law, to make changes, modify, or add or remove portions of these Terms, our Privacy Policy and other incorporated terms and policies at any time, in our sole discretion. Nonetheless, we encourage you to check this Site frequently to see the then current Terms in effect and any changes that may have been made to them. If we make material changes to these Terms, we will post the revised Terms and the revised effective date on this Site. Your continued use of any of the Codex Products after the date of any such changes become effective constitutes your acceptance of the new Terms. No one at Codex is authorized to modify these Terms with you or otherwise enter into an agreement with you that conflicts with these Terms, except by means of a written agreement signed by an authorized agent of Codex or as described above in these Terms, and any other purported modifications or alterations or conflicting terms will be null and void.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL BE PERMITTED TO PURSUE CLAIMS AGAINST CODEX ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.

Terms of Token Sale

If you purchased Tokens in our initial token sale, you will continue to be subject to the Terms of Token Sale. In the case of any conflict between these Terms and the Terms of Token Sale, the provisions of the Terms of Token Sale will control.

Electronic Communications

Visiting this Site or using any of the Codex Products, or sending emails to Codex, constitutes electronic communications. By visiting this Site, using any of the Codex Products, or sending emails to Codex, you consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email or on this Site, satisfy any legal requirement that such communications be in writing.

Your Account

If you use this Site, you are responsible for maintaining the confidentiality of your account and password, and are fully responsible for any and all activities that occur under your password or account. You are responsible for restricting access to your computer or other electronic devices through which you use this Site, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Codex is not responsible for third party access to your account that results from theft or misappropriation of your account or password. Codex and its associates reserve the right, in our sole discretion, to refuse, cancel or suspend service, terminate accounts, and/or to remove or edit content. Our decision to employ any of these rights is not exclusive and will not affect our rights to take other action(s) at any time. We may employ any of these rights in combination with one or more other rights and/or remedies available to us under these Terms, any other agreement we have with you, applicable law or in equity. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing this Site. We will not be liable for any loss or damage arising from your failure to comply with this Section.

Codex does not knowingly collect, either online or offline, personal information from persons under the age of eighteen (18). If you are under eighteen (18), you may not use this Site.

You acknowledge that we may establish general practices and limits concerning use of the Codex Products, including without limitation the maximum period of time that data or other content will be retained by this Site and the maximum storage space that will be allotted on Codex’s servers on your behalf. You agree that we have no responsibility or liability for the deletion, security of, or failure to store any data or other content maintained or uploaded by any Codex Product. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

Mobile Services

The Codex Products include certain services that are available via a mobile device, including (i) the ability to upload content to this Site via a mobile device, (ii) the ability to browse this Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access this Site through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Codex and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. If you change or deactivate your mobile telephone number, you agree to promptly update your Codex account information to ensure that your messages are not sent to the person that acquires your old number or that such person does not acquire or possess any means to access your Codex account.

Third Party Services

This Site may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Codex and Codex is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Codex is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Codex of the Linked Site or any association with its operators. You agree that you must evaluate, and bear all risks associated with, the use of any content (including any reliance on the accuracy, completeness, or usefulness of such content) and the use and security of any information you share with any such Linked Site. Certain products, services or functionality made available to you via the Codex Products are delivered by third party sites and organizations. By using any such product, service or functionality originating from this Site, you acknowledge and consent that Codex may share such information and data with such third party sites and organizations to the extent necessary to facilitate the provision to you of the requested product, service or functionality.

Prohibited Uses and Intellectual Property

All content included in or on the Codex Products (such as text, graphics, logos, images, as well as the compilation thereof) and any software (including in both object code and source code form) or other proprietary data or information used in connection with any of the Codex Products (collectively, “Content”), is the property of Codex or its suppliers or licensors and is protected by copyright, trademark and other laws, restrictions, regulations and rules that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Codex Products, including any Content, in whole or in part. The Codex Products and the Content are not for resale. Your use of any of the Codex Products does not entitle you to make any unauthorized use of any Content, and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You will use Content solely for your personal use, and will make no other use of Content without the express written permission of Codex and the owner of such copyright, trademark or other intellectual property. You agree that you do not acquire any ownership rights in any Content. We do not grant you any licenses, express or implied, to the intellectual property of Codex or our suppliers or licensors except as expressly authorized by these Terms. If you are blocked by us from accessing any of the Codex Products (including, without limitation, by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).

Communication Services

The Codex Products may, but need not, contain bulletin board services, chat areas, newsgroups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper, legal, related to the particular Communication Service and consistent with these Terms.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: (i) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (ii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; (iii) upload files that contain software or other material protected by intellectual property laws, restrictions, regulations and rules (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; (iv) upload any content that infringes any intellectual property or other proprietary rights of any party; (v) upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; (vi) upload any content that creates or poses a privacy or security risk to any person; (vii) upload any content that constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (viii) upload any content that is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (ix) advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; (x) conduct or forward surveys, contests, pyramid schemes or chain letters; (xi) download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; (xii) interfere with or disrupt any of the Codex Products or the servers or networks connected to this Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Communications Services; (xiii) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (xiv) solicit personal information from anyone under the age of eighteen (18); (xv) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; (xvi) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; (xvii) violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; (xviii) harvest or otherwise collect information about others, including e-mail addresses, without their consent; or (xix) violate any applicable laws, restrictions, regulations and rules.

Codex has no obligation to monitor the Communication Services. However, Codex reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion without notice. Codex reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Codex reserves the right at all times (a) to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental, and (b) to edit, refuse to post or to remove any information or materials, in whole or in part, in Codex’s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Codex does not monitor, control or endorse the content, messages or information found in any Communication Service and, therefore, Codex specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.

Third Party Accounts

We may permit you, from time to time, to connect your Codex account to third party accounts or sites. By connecting your Codex account to a third party account or site, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party accounts or sites). If you do not want information about you to be shared in this manner, do not use this feature.

Indemnification

You agree to indemnify, defend and hold harmless Codex, its officers, directors, employees, agents, consultants, subsidiaries, affiliates and other related parties (each an “Indemnified Party”), harmless from and against all demands losses, costs, liabilities claims, actions and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use any of the Codex Products, your violation of these Terms or your violation of any rights of a third party, or your violation of any applicable laws, restrictions, regulations and rules. Codex reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Codex in asserting any available defenses in Codex’s discretion. Notwithstanding the foregoing, you will have no obligation to indemnify, defend or hold harmless any Indemnified Party from or against any liability, damages or costs incurred solely as a result of the gross negligence or willful misconduct of such Indemnified Party.

IF YOU ARE A USER FROM NEW JERSEY USA, THE FOREGOING SECTION ENTITLED “INDEMNIFICATION” IS INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY USA. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY USA, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTION.

Disclaimers

YOUR USE OF ANY OF THE CODEX PRODUCTS IS AT YOUR SOLE RISK. THE CODEX PRODUCTS AND THE INFORMATION AND SOFTWARE INCLUDED IN OR AVAILABLE THROUGH THE CODEX PRODUCTS MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE CODEX PRODUCTS AND THE SOFTWARE AND INFORMATION CONTAINED THEREIN. CODEX AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CODEX PRODUCTS AND SUCH SOFTWARE AND INFORMATION AT ANY TIME.

CODEX AND/OR ITS SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY AND ACCURACY OF ANY OF THE CODEX PRODUCTS, INCLUDING THE INFORMATION, SOFTWARE AND RELATED GRAPHICS CONTAINED THEREIN, FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CODEX PRODUCTS AND ALL RELATED INFORMATION, SOFTWARE AND GRAPHICS CONTAINED THEREIN ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. CODEX AND/OR ITS SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS WITH REGARD TO THE CODEX PRODUCTS AND SUCH RELATED INFORMATION, SOFTWARE AND GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CODEX CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THIS SITE OR ANY OF THE OTHER CODEX PRODUCTS WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES, AND, IN PARTICULAR AND WITHOUT LIMITATION, YOU ACCEPT ALL RISK AND LIABILITY IN CONNECTION WITH YOUR PARTICIPATION IN THE THREAT ANALYSIS PORTION OF THE CODEX PRODUCTS.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTION ENTITLED “DISCLAIMERS” IS INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY USA. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY USA, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTION.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CODEX AND/OR ITS SUPPLIERS AND LICENSORS BE LIABLE FOR (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER NON-DIRECT DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (1) THE USE OR PERFORMANCE OF ANY OF THE CODEX PRODUCTS, (2) THE DELAY OR INABILITY TO USE ANY OF THE CODEX PRODUCTS, (3) THE PROVISION OF OR FAILURE TO PROVIDE ANY CODEX PRODUCTS, OR (4) ANY INFORMATION, SOFTWARE OR GRAPHICS OBTAINED BY YOU THROUGH ANY OF THE CODEX PRODUCTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CODEX OR ANY OF ITS SUPPLIERS OR LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES; OR (B) ANY AMOUNT, WHETHER INDIVIDUALLY OR IN THE AGGREGATE, EXCEEDING US$25. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE CODEX PRODUCTS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CODEX PRODUCTS.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTION ENTITLED “LIMITATION OF LIABILITY” IS INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY USA. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY USA, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTION.

USE OF THIS SITE IS UNAUTHORIZED IN ANY JURISDICTION THAT DOES NOT GIVE EFFECT TO ALL PROVISIONS OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, THIS SECTION.

Termination

Codex reserves the right, in its sole discretion, to terminate your access to the Codex Products or any portion thereof at any time and for any reason, without notice.

Reviews and Comments

We may, from time to time, permit you or other visitors to post reviews, comments and other content; and to submit suggestions, ideas, comments, questions, or other information, so long as such reviews, comments, content, suggestions, ideas, questions and other information is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Codex reserves the right (but not the obligation) to remove or edit such reviews, comments, content, suggestions, ideas, questions and other information, but does not regularly monitor or review posted content.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with any of the Codex Products and Codex will have no liability or responsibility with respect thereto. We reserve the right, but has no obligation, to become involved in any way with disputes between you and any other user of this Site or any Codex Product.

General

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Codex as a result of these Terms or your use of any of the Codex Products. Codex’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Codex’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of any of the Codex Products or information provided to or gathered by Codex with respect to such use.

Unless otherwise specified herein, these Terms constitute the entire agreement between the user and Codex with respect to the Codex Products and these Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Codex with respect to the Codex Products, except for any Terms of Token Sale into which you have entered with Codex. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that these Terms and all related documents be written in English.

Your Privacy

At Codex, we respect the privacy of our users. For details please see our Privacy Policy. By using any of the Codex Products, you consent to our collection, use, storage and retention of personal data as outlined therein.

Contact Us

Codex welcomes your questions or comments regarding these Terms via email to contact@codexprotocol.com.