Terms of Service

1. Scope

These Terms apply to:

• your use of the Site and its content;
• information you submit through the Site, including the contact form; and
• professional services you purchase or receive from CEDX.

If you enter into a separate master services agreement, statement of work, order form, proposal, or similar written agreement with CEDX (each, an "Engagement Agreement"), that agreement controls to the extent it conflicts with these Terms.

2. Eligibility and Authority

By using the Site or engaging our services, you represent and warrant that:

• you are at least 18 years old;
• you have the legal capacity to enter into these Terms; and
• if you are acting for a company, fund, firm, or other organization, you have authority to bind that organization.

3. Website Use

4. Professional Services

5. Fees and Payment

Fees, expenses, invoicing, taxes, payment terms, and any late-payment remedies are governed by the applicable Engagement Agreement. If no different payment term is stated in writing, invoices are due within fifteen (15) days from the invoice date.

6. Intellectual Property

7. Confidentiality

Each party may receive non-public information from the other party that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will:

• use Confidential Information only for purposes of performing or receiving the services;
• protect it with at least reasonable care; and
• not disclose it except to personnel, contractors, advisors, or service providers who have a need to know and are bound by appropriate confidentiality obligations.

Confidential Information does not include information that:

• is or becomes public without breach of these Terms;
• was already lawfully known to the receiving party without restriction;
• is independently developed without use of the Confidential Information; or
• is lawfully received from a third party without confidentiality restrictions.

If disclosure is legally required, the receiving party may disclose the minimum required information after giving prior notice where legally permitted.

8. Privacy, Data Protection, and Security

Our handling of personal information is described in the Privacy Policy, which is incorporated into these Terms by reference.

For client engagements:

• CEDX may process personal information or business data on behalf of a client solely as needed to perform the services;
• the client remains responsible for determining whether it has the legal right to provide data or system access to CEDX; and
• where required by applicable law, the parties will enter into a separate data processing agreement or similar addendum.

CEDX will maintain commercially reasonable safeguards appropriate to the nature of the information we handle, but no system can be guaranteed to be completely secure or uninterrupted.

9. Warranties and Disclaimers

10. Limitation of Liability

To the maximum extent permitted by law:

• CEDX will not be liable for indirect, incidental, special, exemplary, consequential, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunity; and
• CEDX's total aggregate liability arising out of or relating to the Site, these Terms, or any engagement will not exceed the greater of (a) the fees paid to CEDX under the applicable Engagement Agreement during the twelve (12) months before the claim arose or (b) one hundred U.S. dollars (US $100) if the claim relates only to use of the Site.

These limits do not apply to liability that cannot be limited under applicable law.

11. Indemnification

You agree to indemnify and hold harmless CEDX and its officers, managers, employees, and contractors from third-party claims, losses, liabilities, damages, and reasonable costs (including attorneys' fees) arising out of or related to:

• your unlawful use of the Site;
• your violation of these Terms;
• your infringement or misappropriation of another party's rights; or
• content, data, instructions, or materials you provide in violation of law or third-party rights.

Any engagement-specific indemnity obligations must be stated in the applicable Engagement Agreement.

12. Suspension and Termination

We may suspend or terminate Site access immediately if we reasonably believe you have violated these Terms, created security risk, or exposed CEDX or others to liability.

Termination or expiration of an engagement will be governed by the applicable Engagement Agreement. Unless otherwise stated there, termination does not affect accrued payment obligations or provisions that by their nature should survive, including confidentiality, intellectual property, limitations of liability, dispute provisions, and payment obligations.

13. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

Any dispute arising out of or relating to these Terms, the Site, or the services will be brought exclusively in the state or federal courts located in Delaware, and each party consents to that venue and personal jurisdiction, except that either party may seek temporary or injunctive relief to protect Confidential Information or intellectual property rights.

14. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will update the "Last Updated" date and post the revised Terms on the Site. Your continued use of the Site after the revised Terms become effective means you accept the updated Terms.

15. Contact

Questions about these Terms may be sent to:

CEDX INC

Email: support@cedxsystems.com

Website: https://cedxsystems.com

These Terms do not require CEDX to provide a public phone number or mailing address unless otherwise required by law or stated in a separate written agreement.