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CodexCentral

Terms & Conditions

Last updated: 06/16/2025

This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement between Codex Central LLC, a limited liability company registered in the State of New Mexico (“Codex Central”), and you, the client, whether personally or on behalf of an entity (“Client”), governing your access to and use of Codex Central's website: https://www.codexcentral.com (“Website”), and any associated services, applications, or platforms. By using the Website or engaging with Codex Central's subscription services, you accept and agree to be bound by the terms outlined herein. If you do not agree to these Terms, you must immediately discontinue use of the Website and services.

1. Intellectual Property Rights

Unless otherwise indicated, all content on the Website, including source code, software, designs, text, images, graphics, and logos (“Content”), and all trademarks and service marks (“Marks”), are the property of Codex Central and are protected by applicable intellectual property laws. Except as explicitly authorized, no part of the Website or Content may be copied, modified, distributed, or exploited for commercial purposes without Codex Central’s prior written consent. All rights not expressly granted are reserved.

2. Ownership of Work

All original source files and deliverables created by Codex Central on behalf of the Client (“Projects”) become the sole and exclusive property of the Client upon delivery. If any applicable law would otherwise vest ownership in Codex Central, we hereby assign all such rights to the Client. The Client affirms that any materials supplied to Codex Central for use in Projects are owned by the Client and do not infringe upon any third-party rights. Unless otherwise agreed (see Section 19), Codex Central reserves the right to showcase completed work for portfolio and promotional purposes.

3. Client Responsibilities

By using the Website and services, the Client represents and warrants that they:

  • Have legal authority to enter into this Agreement;
  • Are not a minor under the laws of their jurisdiction;
  • Will not use the Website for unlawful or unauthorized purposes;
  • Will not access the Website using bots or automated tools;
  • Will comply with all applicable laws and regulations.

4. Prohibited Activities

Clients agree not to:

  • Reproduce, modify, or distribute Website content without permission;
  • Use the Website to collect or compile data for commercial use;
  • Circumvent security features or attempt to disrupt the Website's operations;
  • Engage in harassment or harm toward Codex Central staff or clients;
  • Upload malware, tracking software, or any malicious code;
  • Violate any applicable laws while using the Website or services.

5. Client Feedback

Client feedback, suggestions, or other communications (“Submissions”) submitted to Codex Central become the company’s property and may be used without restriction or compensation, unless otherwise protected under Section 2. The Client warrants that Submissions do not infringe on any third-party rights.

6. Monitoring and Enforcement

Codex Central reserves the right to monitor Website use, enforce these Terms, and take legal action in response to violations. Access to the Website may be restricted or terminated without notice.

7. Privacy Policy

By using the Website, the Client agrees to the Privacy Policy posted on the Website, which is incorporated into these Terms. The Website is operated in the United States, and by using it, the Client consents to the collection, transfer, and processing of data in accordance with U.S. laws. Codex Central does not solicit or accept information from minors. If information from individuals under 18 years of age is received, Codex Central will delete it promptly.

8. Refunds

All payments made to Codex Central LLC are non-refundable. By subscribing to our services, the Client acknowledges and agrees that no refunds will be issued under any circumstances, including but not limited to early termination, lack of use, project dissatisfaction, or changes in business needs. Due to the allocation of time and resources upon activation of each subscription period, all payments are final. Codex Central may, at its sole discretion, make exceptions only in the case of clear billing errors.

9. Pausing Subscriptions

Codex Central offers Clients the ability to pause their subscription directly through their account dashboard via a dedicated Pause Subscription button. This feature will be available until five (5) business days before the start of the next billing cycle. After that window, the pause option will be temporarily disabled for the upcoming cycle.

During a paused period:

  • No new requests will be accepted or processed.
  • Billing is suspended, and no charges will occur until the subscription is reactivated.
  • All project data will be securely retained for future use.

Clients may resume their subscription at any time by clicking Resume Subscription from their dashboard.

10. Modification of Terms

Codex Central may modify the Website, services, or these Terms at any time. Continued use of the Website or services constitutes acceptance of any modifications.

11. Service Interruptions

Codex Central does not guarantee uninterrupted access to the Website or services and shall not be held liable for temporary outages or disruptions beyond its control.

12. Governing Law

This Agreement is governed by the laws of the State of New Mexico, without regard to conflict of laws principles.

13. Dispute Resolution

Any disputes shall be resolved in the state or federal courts located in New Mexico, and the parties consent to jurisdiction in those courts. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

14. Disclaimers

The Website and services are provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client's sole risk. Codex Central disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Codex Central is not responsible for errors, interruptions, data loss, or damages resulting from the use of the Website.

15. Limitation of Liability and Indemnity

Codex Central and its affiliates shall not be liable for any indirect or consequential damages, including loss of data or profits. Client agrees to defend, indemnify and hold harmless, Codex Central and its affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of Client's representations and warranties set forth herein; (4) Client's violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Codex Central reserves the right, at Client's expense, to assume control and defense of any matter for which Client shall be required to indemnify Codex Central hereunder. Client agrees to cooperate with the defense of such claims.

16. Data Responsibility

The Client is solely responsible for the accuracy and security of their data. Codex Central is not liable for any data loss or corruption and Client hereby waives any right of action against Codex Central from any data loss or corruption.

17. Electronic Communication

The Client consents to receive electronic communications from Codex Central and agrees that electronic agreements and signatures are legally binding and satisfy any legal requirement for written communication.

18. Licensing Responsibility

The Client is responsible for ensuring all fonts, images, or content used in their applications are properly licensed. Codex Central's licenses are not transferable unless explicitly stated.

19. Showcasing Client Work

Codex Central may display Client work for promotional purposes unless otherwise prohibited by a mutually signed NDA.

20. Entire Agreement

These Terms, along with the Privacy Policy and any service agreements, constitute the full agreement between the parties. If any provision is deemed invalid, the remaining sections remain in effect. No agency, partnership, or employment relationship is formed through these Terms.

22. Contact

For questions, concerns, or legal notices, please contact Codex Central at: hello@codexcentral.com.

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