Terms & Conditions
Your rights, responsibilities, and our legal commitment clearly defined
CODYLEX INC. TERMS AND CONDITIONS Effective Date: April 15, 2025
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY CLICKING "ACCEPTED AND AGREED TO," YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS AND CONDITIONS.
These Terms and Conditions (the “Agreement”) are entered into by and between Codify Law Inc., a corporation headquartered in Toronto, Canada (“Codify Law”), and the State, Organization, company, LLC, partnership, sole proprietorship, or other legal entity executing this Agreement (“Customer”). Together, the parties are referred to as the “Parties.”
By accepting this Agreement, the Customer acknowledges that they have the authority to bind the legal entity to these Terms and Conditions. This Agreement governs the use of Codify Law's legal AI platform, the Codylex Platform, and any related websites (collectively, the “Platform”).
DEFINITIONS For clarity, the following terms shall have the meanings specified below:
• Administrator Account: A designated account provided to a Customer’s authorized representative ("Administrator User") to manage and create additional user accounts.
• Administrator Users: Employees of the Customer authorized to access and use the Services on the Customer’s behalf via an Administrator Account.
• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. "Control" means the power to direct the management and policies of an entity.
• Aggregated Data: Information derived from Customer data that has been aggregated and anonymized, ensuring that individual user details cannot be re-identified.
• Agreement: These Terms and Conditions, together with any Order Forms, attachments, and amendments, as may be updated from time to time.
• API: An application programming interface through which Customer may integrate third-party systems or services with the Platform.
• Codify Materials: Any data, reports, deliverables, or documentation provided by Codify in connection with the Services, excluding any data provided by the Customer.
• Codify Metadata: Metadata produced by the operation of the Services, excluding any Customer Confidential Information.
• Codify Products: Includes the Codylex Platform, the Codify Platform, any related software, tools, data, or modifications thereof provided by Codify.
• Codify Platform: The suite of products and services offered by Codify Law Inc., including software-as-a-service (SaaS) components, web interfaces, and any associated deliverables.
• Codylex Platform: Codify Law’s AI-powered software as a service (SaaS) application, accessible via the Codylex website, that provides legal document automation and other AI-driven legal services.
• Customer Data: Any information, records, or files submitted by the Customer or its authorized users (excluding Aggregated Data or Codify Metadata).
• Customer Property: Any inputs, data, or materials provided by the Customer for use with the Platform.
• Document Data: Documents, text, or contracts processed by the Platform as part of the Customer's use of the services.
• Order Form: A document or electronic agreement that outlines the specifics of your subscription, including details on the Services and any applicable fees.
• Output: The content generated by the Platform in response to Customer input, such as legal documents, summaries, or responses.
• Permitted Users: Authorized users designated by the Customer, including both Administrator Users and additional staff users.
• Personal Information: Data relating to an identified or identifiable individual as defined by applicable privacy laws.
• Platform: Codify Law’s AI-powered software as a service (SaaS) applications, including the Codylex Platform and the Codify Platform, and their associated websites, as described in the Order.
• Privacy Laws: Applicable global data protection and privacy laws, including GDPR or other relevant regulations governing the processing of Personal Data.
• Third-Party Services: External software, tools, or services integrated into the Platform that may be used by the Customer.
• Trial Period: A designated period during which the Platform is made available to the Customer for evaluation purposes, subject to the terms herein.
• User: Any individual who accesses and uses the Platform on behalf of the Customer.
• Website: Any website or online portal operated by Codify Law Inc., including the Codylex website, used to deliver the Codylex Platform, the Codify Platform, and related Services.
USE OF THE PLATFORM 2.1 License to Access and Use the Platform Codify Law grants the Customer a non-exclusive, non-transferable license to access and use the Platform, including the Codylex Platform and its associated website, during the term of this Agreement, subject to the limitations specified in any associated Order. This license is solely for the Customer’s internal business purposes. 2.2 Support and Updates Codify Law will provide ongoing support, updates, and maintenance to ensure the Platform’s availability and functionality, including the Codylex Platform. Updates may include fixes for bugs, security updates, and new features. These updates will be made available at no additional charge. 2.3 Documentation Codify Law provides necessary documentation and support materials to help the Customer and its Users effectively use the Platform, including the Codylex Platform. These may be reproduced by the Customer solely for internal use.
FEES AND PAYMENT 3.1 Subscription Fees The Customer agrees to pay the subscription fees as outlined in the Order for access to the Platform, including the Codylex Platform. These fees are due within 30 days of the invoice date. All payment obligations are non-refundable and non-cancelable. 3.2 Late Payments Late payments will incur an interest charge at the lesser of 2% per month or the highest rate permissible under applicable law. 3.3 Taxes The Customer is responsible for paying any sales taxes, duties, or other amounts attributable to their use of the Platform, including the Codylex Platform, except for taxes based on Codify Law’s income. 3.4 Suspension for Non-Payment Codify Law may suspend access to the Platform, including the Codylex Platform, if any fees are overdue by 30 days or more.
DATA AND PRIVACY 4.1 Customer Data Processing Codify Law will process Customer Data as required to deliver the Platform’s services, including the Codylex Platform. This includes sending documents to third-party services (where applicable) for processing. Codify Law will not share Customer Data with third parties, except as necessary to provide the services under this Agreement. 4.2 Data Ownership The Customer retains ownership of all Customer Data and Output generated by the Platform, including the Codylex Platform. Codify Law will treat this data as confidential and will not share it outside of the necessary processing functions outlined in this Agreement. 4.3 Security and Privacy Codify Law commits to implementing industry-standard technical, administrative, and physical measures to safeguard Customer Data processed by the Platform, including the Codylex Platform. This includes encryption and secure data transmission practices to ensure compliance with applicable privacy laws. 4.4 Personal Data Codify Law will process Personal Data only in accordance with applicable data protection laws. Codify Law will not use Customer’s Personal Data for training AI models or for any purposes beyond those required to provide the Platform’s services, including the Codylex Platform.
INTELLECTUAL PROPERTY 5.1 Platform Ownership Codify Law retains all rights, title, and interest in the Platform, including the Codylex Platform and its associated website, along with any modifications, updates, or enhancements made during the term of this Agreement. 5.2 License to Use Customer Data The Customer grants Codify Law a non-exclusive, royalty-free license to use Customer Data solely for the purpose of providing the Platform’s services, including the Codylex Platform, as agreed upon in the Order. 5.3 Customer Responsibility The Customer is responsible for ensuring that all data submitted to the Platform, including the Codylex Platform, complies with applicable laws and does not infringe on any third-party rights.
LIMITATION OF LIABILITY 6.1 Indemnification The Customer agrees to indemnify and hold Codify Law harmless from any claims, damages, or liabilities arising from the Customer’s use of the Platform, including the Codylex Platform, including but not limited to violations of third-party intellectual property rights or failure to comply with applicable laws. 6.2 Liability Cap Codify Law’s liability to the Customer under this Agreement shall not exceed the total fees paid by the Customer to Codify Law under this Agreement during the 12-month period immediately preceding the event giving rise to the claim.
TERM AND TERMINATION 7.1 Term of Agreement This Agreement will remain in effect until terminated by either Party as provided herein. 7.2 Termination for Convenience Either Party may terminate this Agreement for any reason with 30 days’ written notice. 7.3 Termination for Breach Either Party may terminate this Agreement if the other Party materially breaches any of the terms and fails to cure such breach within 30 days of receiving written notice. 7.4 Effect of Termination Upon termination, all rights to use the Platform, including the Codylex Platform, will immediately cease, and all outstanding fees will become immediately due.
GENERAL TERMS 8.1 Confidentiality Each Party agrees to keep confidential any proprietary or confidential information disclosed by the other Party during the term of this Agreement. 8.2 Governing Law This Agreement will be governed by and construed in accordance with the laws of Ontario, Canada, without regard to its conflicts of law principles. 8.3 Dispute Resolution Any disputes arising from or related to this Agreement will be resolved through binding arbitration offered by the Canadian Institute for International Law Expertise (CIFILE), unless the Parties mutually agree to resolve the dispute through alternative means. 8.4 Force Majeure Neither Party will be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, or failure of telecommunications or internet services.
PRIVACY AND ELECTRONIC COMMUNICATIONS 9.1 Privacy Please review our Privacy Policy, which governs your use of the Platform, including the Codylex Platform, and outlines how we handle your information. By using the Platform, you consent to the practices described in our Privacy Policy. 9.2 Electronic Communications When you visit the Platform, including the Codylex website, or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices within the Platform. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing.
COPYRIGHT AND TRADEMARKS 10.1 Copyright All content provided on the Platform, including the Codylex Platform and its associated website, is owned by or licensed to Codify Law Inc. and/or its affiliates (the "Codify Law Content") and is protected by international copyright laws. Codify Law and its licensors retain all proprietary rights to the Codify Law Content. The Codify Law Content may not be reproduced, transmitted, or distributed without the prior written consent of Codify Law. 10.2 Trademarks Codify Law’s name, the Codylex name, logo, and other trademarks are the property of Codify Law Inc. and its affiliates. Any unauthorized use of these trademarks is prohibited. 10.3 License and Site Access Codify Law grants you a limited license to access and make personal use of the Platform, including the Codylex website, subject to these Terms and Conditions. You may not reproduce, duplicate, copy, sell, or exploit any portion of the Platform for commercial purposes without the express written consent of Codify Law.
FORWARD-LOOKING STATEMENTS AND DISCLAIMER OF WARRANTIES 11.1 Forward-Looking Statements Certain statements included in the Platform, including the Codylex Platform, or related communications are forward-looking. These statements reflect Codify Law’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Codify Law does not guarantee that any forward-looking statements will materialize. 11.2 Disclaimer of Warranties The Platform, including the Codylex Platform, is provided "As Is" and "As Available." Codify Law makes no representations or warranties of any kind, express or implied, as to the operation of the Platform or the accuracy of the content. You expressly agree that your use of the Platform is at your sole risk.
By using the Platform, including the Codylex website, communicating by email or other ways to Codify Law Inc., or by clicking “ACCEPTED AND AGREED TO,” you acknowledge that you have read, understand, and agree to these Terms and Conditions.
These Terms and Conditions (the “Agreement”) are entered into by and between Codify Law Inc., a corporation headquartered in Toronto, Canada (“Codify Law”), and the State, Organization, company, LLC, partnership, sole proprietorship, or other legal entity executing this Agreement (“Customer”). Together, the parties are referred to as the “Parties.”
By accepting this Agreement, the Customer acknowledges that they have the authority to bind the legal entity to these Terms and Conditions. This Agreement governs the use of Codify Law's legal AI platform, the Codylex Platform, and any related websites (collectively, the “Platform”).
DEFINITIONS For clarity, the following terms shall have the meanings specified below:
• Administrator Account: A designated account provided to a Customer’s authorized representative ("Administrator User") to manage and create additional user accounts.
• Administrator Users: Employees of the Customer authorized to access and use the Services on the Customer’s behalf via an Administrator Account.
• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. "Control" means the power to direct the management and policies of an entity.
• Aggregated Data: Information derived from Customer data that has been aggregated and anonymized, ensuring that individual user details cannot be re-identified.
• Agreement: These Terms and Conditions, together with any Order Forms, attachments, and amendments, as may be updated from time to time.
• API: An application programming interface through which Customer may integrate third-party systems or services with the Platform.
• Codify Materials: Any data, reports, deliverables, or documentation provided by Codify in connection with the Services, excluding any data provided by the Customer.
• Codify Metadata: Metadata produced by the operation of the Services, excluding any Customer Confidential Information.
• Codify Products: Includes the Codylex Platform, the Codify Platform, any related software, tools, data, or modifications thereof provided by Codify.
• Codify Platform: The suite of products and services offered by Codify Law Inc., including software-as-a-service (SaaS) components, web interfaces, and any associated deliverables.
• Codylex Platform: Codify Law’s AI-powered software as a service (SaaS) application, accessible via the Codylex website, that provides legal document automation and other AI-driven legal services.
• Customer Data: Any information, records, or files submitted by the Customer or its authorized users (excluding Aggregated Data or Codify Metadata).
• Customer Property: Any inputs, data, or materials provided by the Customer for use with the Platform.
• Document Data: Documents, text, or contracts processed by the Platform as part of the Customer's use of the services.
• Order Form: A document or electronic agreement that outlines the specifics of your subscription, including details on the Services and any applicable fees.
• Output: The content generated by the Platform in response to Customer input, such as legal documents, summaries, or responses.
• Permitted Users: Authorized users designated by the Customer, including both Administrator Users and additional staff users.
• Personal Information: Data relating to an identified or identifiable individual as defined by applicable privacy laws.
• Platform: Codify Law’s AI-powered software as a service (SaaS) applications, including the Codylex Platform and the Codify Platform, and their associated websites, as described in the Order.
• Privacy Laws: Applicable global data protection and privacy laws, including GDPR or other relevant regulations governing the processing of Personal Data.
• Third-Party Services: External software, tools, or services integrated into the Platform that may be used by the Customer.
• Trial Period: A designated period during which the Platform is made available to the Customer for evaluation purposes, subject to the terms herein.
• User: Any individual who accesses and uses the Platform on behalf of the Customer.
• Website: Any website or online portal operated by Codify Law Inc., including the Codylex website, used to deliver the Codylex Platform, the Codify Platform, and related Services.
USE OF THE PLATFORM 2.1 License to Access and Use the Platform Codify Law grants the Customer a non-exclusive, non-transferable license to access and use the Platform, including the Codylex Platform and its associated website, during the term of this Agreement, subject to the limitations specified in any associated Order. This license is solely for the Customer’s internal business purposes. 2.2 Support and Updates Codify Law will provide ongoing support, updates, and maintenance to ensure the Platform’s availability and functionality, including the Codylex Platform. Updates may include fixes for bugs, security updates, and new features. These updates will be made available at no additional charge. 2.3 Documentation Codify Law provides necessary documentation and support materials to help the Customer and its Users effectively use the Platform, including the Codylex Platform. These may be reproduced by the Customer solely for internal use.
FEES AND PAYMENT 3.1 Subscription Fees The Customer agrees to pay the subscription fees as outlined in the Order for access to the Platform, including the Codylex Platform. These fees are due within 30 days of the invoice date. All payment obligations are non-refundable and non-cancelable. 3.2 Late Payments Late payments will incur an interest charge at the lesser of 2% per month or the highest rate permissible under applicable law. 3.3 Taxes The Customer is responsible for paying any sales taxes, duties, or other amounts attributable to their use of the Platform, including the Codylex Platform, except for taxes based on Codify Law’s income. 3.4 Suspension for Non-Payment Codify Law may suspend access to the Platform, including the Codylex Platform, if any fees are overdue by 30 days or more.
DATA AND PRIVACY 4.1 Customer Data Processing Codify Law will process Customer Data as required to deliver the Platform’s services, including the Codylex Platform. This includes sending documents to third-party services (where applicable) for processing. Codify Law will not share Customer Data with third parties, except as necessary to provide the services under this Agreement. 4.2 Data Ownership The Customer retains ownership of all Customer Data and Output generated by the Platform, including the Codylex Platform. Codify Law will treat this data as confidential and will not share it outside of the necessary processing functions outlined in this Agreement. 4.3 Security and Privacy Codify Law commits to implementing industry-standard technical, administrative, and physical measures to safeguard Customer Data processed by the Platform, including the Codylex Platform. This includes encryption and secure data transmission practices to ensure compliance with applicable privacy laws. 4.4 Personal Data Codify Law will process Personal Data only in accordance with applicable data protection laws. Codify Law will not use Customer’s Personal Data for training AI models or for any purposes beyond those required to provide the Platform’s services, including the Codylex Platform.
INTELLECTUAL PROPERTY 5.1 Platform Ownership Codify Law retains all rights, title, and interest in the Platform, including the Codylex Platform and its associated website, along with any modifications, updates, or enhancements made during the term of this Agreement. 5.2 License to Use Customer Data The Customer grants Codify Law a non-exclusive, royalty-free license to use Customer Data solely for the purpose of providing the Platform’s services, including the Codylex Platform, as agreed upon in the Order. 5.3 Customer Responsibility The Customer is responsible for ensuring that all data submitted to the Platform, including the Codylex Platform, complies with applicable laws and does not infringe on any third-party rights.
LIMITATION OF LIABILITY 6.1 Indemnification The Customer agrees to indemnify and hold Codify Law harmless from any claims, damages, or liabilities arising from the Customer’s use of the Platform, including the Codylex Platform, including but not limited to violations of third-party intellectual property rights or failure to comply with applicable laws. 6.2 Liability Cap Codify Law’s liability to the Customer under this Agreement shall not exceed the total fees paid by the Customer to Codify Law under this Agreement during the 12-month period immediately preceding the event giving rise to the claim.
TERM AND TERMINATION 7.1 Term of Agreement This Agreement will remain in effect until terminated by either Party as provided herein. 7.2 Termination for Convenience Either Party may terminate this Agreement for any reason with 30 days’ written notice. 7.3 Termination for Breach Either Party may terminate this Agreement if the other Party materially breaches any of the terms and fails to cure such breach within 30 days of receiving written notice. 7.4 Effect of Termination Upon termination, all rights to use the Platform, including the Codylex Platform, will immediately cease, and all outstanding fees will become immediately due.
GENERAL TERMS 8.1 Confidentiality Each Party agrees to keep confidential any proprietary or confidential information disclosed by the other Party during the term of this Agreement. 8.2 Governing Law This Agreement will be governed by and construed in accordance with the laws of Ontario, Canada, without regard to its conflicts of law principles. 8.3 Dispute Resolution Any disputes arising from or related to this Agreement will be resolved through binding arbitration offered by the Canadian Institute for International Law Expertise (CIFILE), unless the Parties mutually agree to resolve the dispute through alternative means. 8.4 Force Majeure Neither Party will be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, or failure of telecommunications or internet services.
PRIVACY AND ELECTRONIC COMMUNICATIONS 9.1 Privacy Please review our Privacy Policy, which governs your use of the Platform, including the Codylex Platform, and outlines how we handle your information. By using the Platform, you consent to the practices described in our Privacy Policy. 9.2 Electronic Communications When you visit the Platform, including the Codylex website, or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices within the Platform. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing.
COPYRIGHT AND TRADEMARKS 10.1 Copyright All content provided on the Platform, including the Codylex Platform and its associated website, is owned by or licensed to Codify Law Inc. and/or its affiliates (the "Codify Law Content") and is protected by international copyright laws. Codify Law and its licensors retain all proprietary rights to the Codify Law Content. The Codify Law Content may not be reproduced, transmitted, or distributed without the prior written consent of Codify Law. 10.2 Trademarks Codify Law’s name, the Codylex name, logo, and other trademarks are the property of Codify Law Inc. and its affiliates. Any unauthorized use of these trademarks is prohibited. 10.3 License and Site Access Codify Law grants you a limited license to access and make personal use of the Platform, including the Codylex website, subject to these Terms and Conditions. You may not reproduce, duplicate, copy, sell, or exploit any portion of the Platform for commercial purposes without the express written consent of Codify Law.
FORWARD-LOOKING STATEMENTS AND DISCLAIMER OF WARRANTIES 11.1 Forward-Looking Statements Certain statements included in the Platform, including the Codylex Platform, or related communications are forward-looking. These statements reflect Codify Law’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Codify Law does not guarantee that any forward-looking statements will materialize. 11.2 Disclaimer of Warranties The Platform, including the Codylex Platform, is provided "As Is" and "As Available." Codify Law makes no representations or warranties of any kind, express or implied, as to the operation of the Platform or the accuracy of the content. You expressly agree that your use of the Platform is at your sole risk.
By using the Platform, including the Codylex website, communicating by email or other ways to Codify Law Inc., or by clicking “ACCEPTED AND AGREED TO,” you acknowledge that you have read, understand, and agree to these Terms and Conditions.