Cloud Terms of Service

Codex United LLC

Version Date: December 20, 2024

1. General

These Cloud Terms of Service (this "Agreement") are entered into by and between Codex United LLC ("Codex United LLC") and the entity or person placing an order for or accessing the Cloud Services ("You" or "Customer"). This Agreement consists of these Cloud Terms of Service and any applicable Service Order Form(s) or other ordering documentation ("Service Order Form(s)"). This Agreement governs Customer's use of the Codex United LLC Cloud Services.

2. Definitions

"Cloud Services" means Codex United LLC's cloud computing infrastructure services that Codex United LLC agrees to provide to You, as specified in one or more Service Order Forms. Cloud Services do not include Third-Party Services.

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Content. Codex United LLC's Confidential Information includes the Cloud Services; and information regarding Codex United LLC's current and planned products and services.

"Your Content" means all electronic data, text, messages, or other materials, including personal data, that You provide to Codex United LLC in connection with Your use of the Cloud Services.

3. Provision of the Services

Subject to Your compliance with the terms and conditions of this Agreement (including payment of all applicable fees), Codex United LLC will provide the Cloud Services in accordance with this Agreement and the applicable Service Order Form(s).

4. Use of the Services

You are responsible for all activities that occur under Your account, regardless of whether the activities are undertaken by You, Your employees or a third party (including Your contractors or agents) and, except to the extent caused by Codex United LLC's breach of this Agreement, Codex United LLC and its affiliates are not responsible for unauthorized access to Your account.

You will use the Cloud Services only in accordance with this Agreement, the applicable Policies (see Sections 10 and 11), and all applicable laws and regulations, including export control laws and regulations.

You will not (and will not allow any third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Cloud Services; (b) modify, translate, or create derivative works based on the Cloud Services; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer Your rights to use the Cloud Services; (d) use the Cloud Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (e) remove or alter any proprietary notices or labels on the Cloud Services; (f) use the Cloud Services to store or transmit malicious code, viruses, or other harmful computer code; (g) interfere with or disrupt the integrity or performance of the Cloud Services; (h) attempt to gain unauthorized access to the Cloud Services or its related systems or networks; (i) use the Cloud Services to develop a competing product or service; or (j) use the Cloud Services in any way that violates this Agreement, the Policies, or any applicable law or regulation.

5. Your Content

You are solely responsible for Your Content and the consequences of its use, including, without limitation, ensuring that Your Content does not violate any applicable law, regulation, or third-party right. Codex United LLC does not own Your Content. You hereby grant to Codex United LLC a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, and display Your Content solely to the extent necessary to provide the Cloud Services to You.

You represent and warrant that You have all rights necessary to grant the licenses in this Section 5 and that Your Content does not infringe, misappropriate, or violate any third-party right, including intellectual property rights, privacy rights, and publicity rights.

6. Fees and Payment

You will pay all fees specified in the applicable Service Order Form(s). Except as otherwise specified in the Service Order Form(s), fees are based on Cloud Services purchased and not actual usage. Payment obligations are non-cancelable and fees paid are non-refundable, subject to the exceptions in our Codex Credits Use Policy and any non-waivable rights under applicable law. Our Codex Credits Use Policy is incorporated into this Agreement by reference.

Codex United LLC may increase fees at any time upon thirty (30) days prior written notice to You.

All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties. You will pay all such taxes and duties, except for taxes based on Codex United LLC's net income.

If You fail to pay any amount when due, Codex United LLC may suspend Your access to the Cloud Services until You pay all amounts due, plus interest at the rate of 1.5% per month or the highest rate allowed by law, whichever is less.

7. Term and Termination

This Agreement will commence on the Effective Date and will continue until terminated as set forth in this Section 7.

Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party if the other party breaches any material term of this Agreement and fails to cure such breach within the thirty (30) day notice period.

Codex United LLC may terminate this Agreement immediately upon written notice to You if You violate any applicable law or regulation or if Codex United LLC reasonably believes that Your use of the Cloud Services may create a risk of harm to Codex United LLC, its affiliates, or its other customers.

Upon termination of this Agreement for any reason, Your right to access and use the Cloud Services will immediately terminate. You will have thirty (30) days from the date of termination to retrieve Your Content from the Cloud Services. After such thirty (30) day period, Codex United LLC will have no obligation to maintain or provide Your Content and may thereafter delete or destroy all copies of Your Content in its possession or control, unless legally prohibited.

The following Sections will survive any termination of this Agreement: 2 (Definitions), 5 (Your Content), 6 (Fees and Payment), 7 (Term and Termination), 8 (Confidentiality), 9 (Warranties and Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), and 12 (General).

8. Confidentiality

The Receiving Party will: (a) protect the Disclosing Party's Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by law or court order, provided that the Receiving Party gives the Disclosing Party prior written notice of such required disclosure (to the extent legally permitted) and reasonably cooperates with the Disclosing Party, at the Disclosing Party's expense, in any effort to obtain a protective order or other confidential treatment.

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

9. Warranties and Disclaimers

Codex United LLC warrants that it will provide the Cloud Services in a professional and workmanlike manner in accordance with generally accepted industry standards.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, THE CLOUD SERVICES ARE PROVIDED "AS IS" AND Codex United LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Codex United LLC DOES NOT WARRANT THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Indemnification

You will defend, indemnify, and hold Codex United LLC and its affiliates harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your use of the Cloud Services; (b) Your Content; (c) Your violation of this Agreement, the Policies, or any applicable law or regulation; or (d) Your infringement, misappropriation, or violation of any third-party right, including intellectual property rights, privacy rights, and publicity rights.

11. Limitation of Liability

IN NO EVENT WILL Codex United LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CLOUD SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF Codex United LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL CODEX UNITED LLC'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CLOUD SERVICES EXCEED THE AMOUNT PAID BY YOU TO Codex United LLC UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

12. General

This Agreement constitutes the entire agreement between You and Codex United LLC concerning the Cloud Services and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between You and Codex United LLC with respect to the Cloud Services.

Codex United LLC may amend this Agreement at any time by posting the amended terms on its website. Your continued use of the Cloud Services after the effective date of the amended terms will constitute Your acceptance of the amended terms.