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CEDX Systems · Legal

Terms of Service

Full replacement master agreement. Adds a DMCA agent and repeat-infringer section, an immediate-termination right that the AUP already assumed, renewal and price-change notice windows sized to the strictest state rule, a reworked liability clause that no longer contradicts the SLA, symmetric indemnity carve-

Last updated: 8 August 2026 · Version 1.0

These terms cover CEDX Corporation, a for-profit New York corporation that trades as CEDX Systems and operates cedxsystems.com and the CEDX platform. They do not cover CEDX (the 501(c)(3) research institution at cedx.org). That is a separate organisation with separate books, and it is not a party to this agreement.

The short version

This summary is here so you know what you are agreeing to. It is not the agreement — the numbered sections below are. If the summary and a numbered section disagree, the numbered section wins.

1. Who this agreement is with, and how you accept it

This agreement is between CEDX Corporation, a New York corporation doing business as CEDX Systems, with its registered office at 307 W 38th St, 16th Floor, New York, NY 10018 ("CEDX Corporation", "we", "us"), and the company or person that signs up for the service ("you", "Customer"). CEDX Corporation is the legal entity you contract with; CEDX Systems is the name it trades under and the name on cedxsystems.com, and the rest of this agreement uses it.

Filed. A Certificate of Assumed Name is on file with the New York Department of State for the trading names.

You accept these terms when you click to create an account, when you sign an order that references them, or when you use the service — whichever happens first. If you are accepting on behalf of a company, you are confirming that you have the authority to bind it, and "you" means that company. Clicking to accept is a signature: under New York law an electronic signature has the same validity and effect as one affixed by hand.

You must be at least 18 and legally able to enter a contract in order to accept these terms. Nobody under 16 may be given access to the Service as a User — we do not direct the Service to anyone under 16 and, as our Privacy Policy says, we do not knowingly collect personal information from anyone under 16.

We record which version of these terms you accepted, the date and time, and the account and email address that accepted them. From this version onwards, every version we publish stays available at a stable URL, listed in the change log at the end of this page, so the version you accepted can always be produced.

2. The words we define

Service — the CEDX platform and the CEDX apps you have bought or been given access to, including CEDX CRM, CEDX Desk, CEDX Invoicing and the other apps in the CEDX catalogue, plus the websites and APIs we provide to reach them.

Customer Data — everything you and your users put into the Service, or that the Service generates from it on your behalf: records, contacts, tickets, invoices, files, messages, events, configuration and AI inputs and outputs.

Users — the people you authorise to use the Service under your account, including your employees and contractors.

Plan — the products, seat count and entitlements shown on your order or plan page, and the fees for them.

Fees — the amounts payable for your Plan.

3. The Service, and your right to use it

We give you a non-exclusive, non-transferable and non-sublicensable right to access and use the Service for your own internal business purposes, for as long as this agreement is in force, limited by your Plan, your seat count and the entitlements shown at purchase. That right ends when this agreement ends, and may be suspended or cut short only as section 10 allows. We do not otherwise revoke it during a term you have paid for. There are no implied licences, and we keep all rights we have not expressly given you here.

The Service is software we operate and provide over the internet. We are not delivering you a copy of anything to install, and you get no rights to our source code.

Some features are labelled beta, preview or sandbox. Those are provided as they are, may change or disappear without notice, and are outside any service level commitment.

If you connect the Service to a third-party product, that product is between you and its provider. We are not responsible for it, and connecting it may mean your data flows to it at your instruction.

Support is provided by email at support@cedxsystems.com. Support hours and our target first-response times by severity are set out in the Service Level Agreement, which forms part of this agreement where one is published for your Plan.

4. Accounts, users and seats

You are responsible for your account: for what your Users do with it, for keeping credentials secure, and for telling us promptly if you think an account has been compromised. A seat is for one named person. Seats can be reassigned when someone leaves, but they cannot be shared by two people at once.

Your administrators can add and remove Users, set permissions, and export or delete Customer Data. Give administrator rights carefully — we act on instructions from an administrator as instructions from you.

If you add seats or upgrade mid-term, we charge for the added capacity from the date of the change. If you remove seats or downgrade, the change takes effect at your next renewal.

5. Acceptable use

Your use of the Service is governed by our Acceptable Use Policy, which forms part of this agreement.

It covers: unlawful, infringing and harassing content; malware; scanning, load-testing and penetration-testing our systems without our written permission; working around rate limits, seat limits or entitlements; reselling access outside a reseller arrangement with us; scraping other customers' data; the rules on commercial email and messages sent through the Service, including list provenance, honest sender identification, working unsubscribe links and call-recording consent; the prohibition on putting special category personal data, criminal offence data or children's personal data into the Service without our written agreement; the prohibition on entering full payment card numbers into free-text fields; and the rules on AI features, including not building a competing model and not generating content targeting a real person. Read it in full — it is short, and breaching it is a breach of this agreement.

We may update the Acceptable Use Policy on its own schedule. If an update materially restricts how you already use the Service, section 15 applies to it.

We respond to notices of claimed copyright infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512.

Send notices to our designated agent: 307 W 38th St, 16th Floor, New York, NY 10018. The same agent is registered with the United States Copyright Office at dmca.copyright.gov.

A notice must contain everything § 512(c)(3) requires: your physical or electronic signature; identification of the work claimed to be infringed; identification of the material claimed to be infringing, with enough information for us to locate it; your contact details; a statement that you have a good-faith belief the use is not authorised by the owner, its agent or the law; and a statement, under penalty of perjury, that the information is accurate and that you are authorised to act for the owner. Knowingly misrepresenting that material is infringing, or that it was removed by mistake, carries liability for damages under § 512(f).

If we remove or disable material we will tell the affected customer, who may send a counter-notice meeting § 512(g)(3). Unless the complainant tells us it has filed a court action seeking to restrain the activity, we will restore the material between 10 and 14 business days after we receive the counter-notice.

Repeat infringers. We have adopted, and will reasonably implement, a policy of terminating in appropriate circumstances the accounts of customers and users who are repeat infringers. We keep a record of the notices we receive and of the action we took.

6. Customer Data — yours, not ours

You own all right, title and interest in Customer Data. Nothing in this agreement transfers any of it to us.

You give us one licence, and only one: a non-exclusive right to host, store, copy, transmit, process, display and back up Customer Data for the sole purpose of providing, securing and supporting the Service for you, and to do the same through the subprocessors listed in Annex 3 of the Data Processing Addendum. That licence ends when your account ends, subject to the deletion timetable in section 10.

We do not sell Customer Data. We do not use it for advertising. We do not use it to train AI models. We do not use it to build products for anyone else.

You are responsible for Customer Data being lawful, for having the right to put it into the Service, and for telling your own people and customers what you do with it.

Personal data. Where Customer Data includes personal data, our Data Processing Addendum applies and forms part of this agreement. In it, you are the controller (or business) and we are the processor (or service provider), and we act only on your documented instructions. Where you are established in the EEA, the UK or Switzerland, or you use the Service to process personal data of people located there, the Standard Contractual Clauses attached to the DPA apply to that processing. For personal data, the DPA prevails over these terms.

Customer Data is hosted with Customer data is hosted on dedicated virtual infrastructure provided by Hostinger International Limited, in a data centre in Vilnius, Lithuania. The servers run in UTC.. The current list of every third party that can touch Customer Data is Annex 3 of the Data Processing Addendum, and we give notice before adding one.

Feedback. If you send us ideas or suggestions about the Service, we can use them without owing you anything. That covers the suggestion itself, not Customer Data.

7. AI features

Some parts of the Service use an AI gateway that sends content to a third-party model provider and returns a generated result.

When it happens. Content is sent to a model provider only when you or a User invokes an AI feature. It does not happen in the background.

Inputs and outputs. Your inputs are Customer Data and stay yours. As between you and us, you own the outputs generated from your inputs, to the extent the law recognises ownership in them at all — machine-generated output is not protected by copyright everywhere, and we cannot promise otherwise.

No exclusivity. Similar or identical outputs may be generated for other customers from similar inputs.

Accuracy. Outputs are generated by a statistical model. They can be wrong, incomplete or out of date, and they are not advice.

Training. CEDX Corporation does not use Customer Data — inputs or outputs — to train, fine-tune or improve any AI model. What the model provider may do with content we send it is governed by our contract with that provider: CEDX AI is CEDX Corporation's own assistant layer. It is not trained or fine-tuned on customer content. It calls third-party frontier models — Anthropic (Claude) and OpenAI — which process in the United States. Content you send to AI features reaches those providers, and what they may retain or train on is governed by their terms, which we name in Annex 3 rather than paraphrase.. We publish the current answer in Annex 3 of the Data Processing Addendum and give notice before changing provider.

Decisions about people. You must not use AI features as the sole basis for a decision about a person's legal rights, finances, employment, credit, housing, insurance, education, immigration status or medical care. A person must meaningfully review the output before the decision is made.

8. Fees, taxes and payment

You pay the Fees for your Plan in advance, by the payment method you give us, on the cadence shown at checkout. Payments are processed by JPMorgan Chase Bank, N.A., through Chase Payment Solutions; we do not store your full card number.

Taxes. Fees are exclusive of sales, use, value-added, goods-and-services and similar transaction taxes, and of any withholding. Those are yours to pay. Taxes on our own income, property and payroll are ours.

Sales tax. New York treats software you reach by remote access as a sale of prewritten computer software, which is taxable there, and a number of other states take the same view of subscription software. So we charge sales tax on your invoice wherever we are registered and have determined we are required to collect it, and we show it as a separate line. That determination turns on where your Users are — not on where we are and not on where our servers are — and it rests on rules that differ by state and change. It is a determination we make for our own collection duties. It is not tax advice to you, and we do not promise you any particular tax treatment.

Telling us where your Users are. You will tell us the jurisdictions your Users are located in, and keep it current. Where your Users are in more than one jurisdiction, we may apportion the Fees between them on the basis you give us, and we may ask you to support it. If you do not give us that information, we will calculate tax from your billing address on the whole invoice.

Exemptions. If you are exempt from sales tax, or you are buying to resell, send us a valid exemption or resale certificate before your invoice date — in New York that is Form ST-119.1 for an exempt organisation or Form ST-120 for resale. Until we have a valid certificate we will charge tax, and we cannot apply a certificate backwards to invoices already issued.

If it turns out we should have charged. If a tax authority later determines that tax was due on Fees we did not charge, you remain responsible for that tax and any interest on it. You are not responsible for penalties that are attributable to our own failure to register, collect or remit.

Card payments. We do not add a surcharge for paying by card, so the price you see is the price you pay.

Failed payment. If a payment fails, we will tell you and try again. If it is still unpaid 10 days after we notify you, we may suspend the Service under section 10.

Refunds. Fees are non-refundable except where these terms, a document incorporated into them, or the law says otherwise. The refund routes that exist across this agreement are: a pro-rata refund of prepaid, unused Fees if we terminate for convenience or discontinue a product you are paying for (sections 10 and 15); a pro-rata refund if you cancel because of a price increase (below); a refund of prepaid, unused Fees for an affected part of the Service we terminate under the intellectual property indemnity (section 14); a refund of prepaid, unused Fees if you reject a material change to these terms (section 15); a refund of prepaid fees for a Covered Service you terminate after repeated failures to meet the Availability Commitment (Service Level Agreement); and a refund of fees for the unused part of the term if you terminate an affected Service after objecting to a new subprocessor or rejecting a material change to the Data Processing Addendum.

Price changes and other material changes. We will notify you by email, in a form you can retain, before any increase in your Fees or any other material change to the renewal terms. The notice tells you what is changing, the new price, the date it applies, and how to cancel before then. We send it at least 30 days before the change takes effect, and we send a second notice not less than 10 and not more than 30 days before it takes effect, so that the notice lands inside the window every state that sets one requires. The increase takes effect at the start of your next renewal term, never mid-term.

If you do not want the new price you can cancel at any time before it takes effect, and we will refund any prepaid Fees for the period after your cancellation takes effect. If we have already charged you at the increased price, you can still cancel within 14 days after that charge, and we will refund you the value of the remaining term.

Trials and introductory pricing. If we offer you a free trial, a gift subscription or an introductory discount that converts to a paid subscription, we will tell you before you give us billing details what you will be charged, when, and how to cancel. Where the free trial, gift subscription or introductory pricing runs for more than 31 days before the first full charge, we email you a reminder not less than 3 and not more than 21 days before the deadline for cancelling, stating the date the charge begins, the amount, and how to cancel. For shorter trials we send that reminder at least 3 days before the deadline.

9. Term, automatic renewal and cancellation

Your subscription runs for the term shown at checkout (monthly or annual) and renews automatically for successive terms of the same length at the then-current price, until you cancel.

Subscription rules differ by state — New York, California and several others each set their own windows for what a seller must show you, when it must remind you and how easy cancelling has to be, and federal law adds a floor under all of them. Rather than run different mechanics for different customers, we run one set, at the strictest window in any of them, for everyone. No card is taken to start a trial. Trials are activated after account setup with the CEDX team, so no payment details are collected before or during the trial, and no charge follows automatically when it ends.. Where any of these is not yet built, we will build it before charging a renewal, and this section will state the date it went live.

Before you pay. Before we take any billing details, and next to the button you click to agree, we show you in plain and conspicuous terms: what you are buying, the length of the term, that it renews automatically, how often you will be charged and how much, the deadline for cancelling before the next charge, and how to cancel. If the price you are paying now is a trial or an introductory rate, we tell you what it changes to and when.

Your consent. You consent to the automatic renewal as a separate, affirmative step from accepting these terms. We do not charge you for the first term until you have given it.

Your receipt. Straight after you buy, we send you an acknowledgement you can keep, repeating the renewal terms, the cancellation policy and the steps to cancel.

Renewal reminders. We email a renewal reminder to the address on your account, or to another channel you have chosen, containing the product, the amount of the charge, the renewal date, the deadline for cancelling and how to cancel, in a form you can retain. For any term of one year or longer, and for any term that renews for six months or longer, we send it not less than 15 and not more than 45 days before the deadline for cancelling — the deadline, not the renewal date, where the two differ. For shorter terms we send a reminder at least once every twelve months. The reminder windows for free trials, gift subscriptions and introductory pricing are in section 8.

Cancelling. Accounts are set up with the CEDX team, and cancellation is handled through the account portal or by writing to legal@cedxsystems.com.. Whichever it is, we commit that you can cancel in the same way you signed up — if you signed up online you can cancel online, in your account, without leaving it; that cancelling will never take more steps than signing up did; that we will not require a phone call or a conversation with a person or a bot; that we will not delay, obstruct or talk you out of it, and will not tell you anything untrue about what cancelling costs you or loses you; and that if we show you a retention offer during cancellation the button that cancels stays visible on the same screen throughout.

Cancellation takes effect at the end of your current billing period. You keep access until then, and we do not pro-rate partial periods unless the law requires it.

Business customers with terms longer than a month. New York General Obligations Law § 5-903 makes an automatic-renewal provision unenforceable against a business customer unless the supplier gives written notice, served personally or by certified mail, at least 15 and not more than 30 days before the customer's deadline to give notice that it does not want to renew. It does not apply where the renewal period is one month or less. Where your subscription has a renewal period longer than one month and that section applies to it, we will give you that notice in the manner the section requires, in addition to the email reminder above. If we do not, we will not treat your subscription as renewed.

10. Suspension, termination and what happens to your data

Suspension. We may suspend your account or a User's access if Fees are unpaid after the notice and cure period in section 8, if there is a security or legal risk that causes or is likely to cause significant harm to us, to you or to a third party, or if you breach the Acceptable Use Policy. We will tell you first wherever it is practicable to do so, keep the suspension no broader and no longer than the problem requires, and restore access as soon as the cause is fixed.

Termination for cause. Either of us may terminate this agreement if the other materially breaches it and has not fixed the breach within 30 days of written notice. Either of us may terminate immediately if the other stops trading or enters insolvency proceedings.

Immediate termination. We may terminate this agreement immediately, without a cure period, where you or a User uses the Service to store or distribute child sexual abuse material or other content that is unlawful on its face, where the law compels us to terminate, or where continuing to provide the Service would expose us or a third party to serious and immediate legal or safety risk. We will tell you what we did and why as soon as we reasonably can, and our reporting and evidence-preservation obligations — including reports to the National Center for Missing & Exploited Children and the preservation period that follows them — are unaffected by this agreement.

Termination by you. Cancel as described in section 9. Termination takes effect at the end of the current term.

Termination by us for convenience. If we terminate without cause, or we discontinue a product you are paying for, we give you notice and refund prepaid, unused Fees pro rata.

Your data afterwards. Administrators can export account data and request deletion through the account portal. Where an app has no self-service export, we produce one on written request within 10 business days.. Where an app has no self-service export, ask us and we will produce one for you within Within 10 business days of a written request.. That route stays available while your subscription is active and for 30 days from the end of the subscription, during which you can export your data through the account portal or ask us to produce an export. after it ends.

When that window closes, we delete Customer Data from live systems within Within 30 days of the end of the export window, so no later than 60 days after termination.. Backups are not deleted on demand — they age out on our normal rotation, so a copy can persist in a backup for up to 30 days, after which backups are deleted automatically. from the date that backup was taken, and nothing is restored from a backup except to recover the whole system. After that we have no obligation to retain anything, and we will not be able to recover it. If you want us to return the data rather than only make it exportable, ask us during the export window. These are the same windows as the DPA; if they ever differ, the DPA governs personal data.

We may keep records we need for tax, accounting or legal reasons, and aggregated statistics that do not identify you or any person.

11. Confidentiality

Each of us may learn confidential information about the other. Each of us will use the other's confidential information only to perform this agreement, will not disclose it to anyone except employees, contractors and advisers who need it and are under confidentiality obligations at least as protective as these, and will protect it with at least reasonable care.

This does not apply to information that is already public, becomes public without our fault, was already known to the receiver without a duty of confidence, is independently developed without using the other's confidential information, or is rightfully received from a third party.

If either of us is legally compelled to disclose the other's confidential information, we will give notice first where the law allows, so the other can seek protection.

These obligations last for three years after this agreement ends, except for trade secrets, which stay protected for as long as they remain trade secrets. Customer Data is your confidential information and is protected for as long as we hold it.

12. Warranties, and what we do not warrant

We warrant that we will provide the Service with reasonable skill and care, and that we have the right to enter this agreement.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT ANY AI-GENERATED OUTPUT WILL BE ACCURATE.

We make no commitment about availability, uptime or support response times other than what is written in the Service Level Agreement published for your Plan. We do not claim any security certification or audit report we do not hold; what we do and do not have is set out plainly at /security.

Nothing here excludes a warranty that cannot be excluded under a law that applies to you.

13. Limitation of liability

Neither of us is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue or lost goodwill, or for the cost of procuring substitute services, even if we were told those losses were possible. This paragraph does not exclude liability for the loss, corruption or unauthorised disclosure of Customer Data caused by a party's breach of this agreement; that liability is direct damage and is subject only to the cap in the next paragraph.

Each party's total liability arising out of or relating to this agreement is limited to the Fees you paid or owe us for the twelve months immediately before the event that gave rise to the claim.

Nothing in this section limits or excludes either party's liability for gross negligence, for wilful misconduct, for fraud or fraudulent misrepresentation, for the indemnities in section 14, for either party's breach of section 11 (confidentiality), for your obligation to pay Fees, or for anything else that the law does not allow to be limited. New York law does not permit a party to insulate itself from the consequences of grossly negligent conduct or of conduct that smacks of intentional wrongdoing, and we do not try to. Subject to that, these limits apply whatever the legal theory, and they survive the failure of any limited remedy. Some jurisdictions do not allow some of these exclusions or limits, and in those places the limits apply to the maximum extent the law permits.

14. Indemnities

We defend you. We will defend you against a third-party claim that the Service, as we provide it, infringes that third party's patent, copyright, trademark or trade secret, and we will pay the damages finally awarded or the settlement we agree to. If the Service becomes, or we think it may become, the subject of such a claim, we may at our option obtain the right for you to keep using it, modify it so it is no longer infringing, or terminate the affected part of the Service and refund prepaid, unused Fees for it. This does not cover a claim arising from Customer Data, from your use of the Service in breach of this agreement, or from a combination of the Service with something we did not supply.

You defend us. You will defend us against a third-party claim arising from Customer Data, from your or your Users' use of the Service in breach of this agreement or the Acceptable Use Policy, and you will pay the damages finally awarded or the settlement you agree to.

Both ways. The party seeking indemnity must give prompt written notice of the claim, let the other party control the defence and settlement (no settlement that admits liability or imposes an obligation on the indemnified party without its consent), and give reasonable cooperation at the indemnifying party's expense.

15. Changes to the Service, and to these terms

The Service. We add, change and remove features as the product develops. We will not materially reduce the core functionality of your Plan during a term you have already paid for. If we discontinue a product you are paying for, we will give you notice and refund prepaid, unused Fees for it pro rata.

These terms. We may change these terms, the Acceptable Use Policy, the DPA or the SLA. For any change that materially affects your rights or obligations, we will email the notice to your account's billing and administrator addresses at least 30 days before it takes effect, and for paid subscriptions the change will not apply before the start of your next renewal term. Continued use after the notice period, or renewal after the notice, is how you accept the change. If you do not want to accept it, cancel before it takes effect and we will refund prepaid, unused Fees for the period after cancellation.

Non-material changes — fixing a typo, clarifying a sentence, adding a subprocessor already covered by the DPA's notice process — take effect when we post them, with the date recorded in the change log.

We will not change these terms retroactively. The Standard Contractual Clauses in the DPA cannot be varied by this section; they change only as they themselves permit.

16. Governing law, venue and disputes

This agreement is governed by the internal laws of the State of New York, without regard to its conflict-of-laws rules. We are a New York corporation, which is why New York law applies; where New York General Obligations Law § 5-1401 applies to this agreement, our choice of New York law is also made under it. The United Nations Convention on Contracts for the International Sale of Goods does not apply, and neither does the Uniform Computer Information Transactions Act in any state that has enacted it.

The state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute arising out of or relating to this agreement. Those courts are the Supreme Court of the State of New York, New York County, and the United States District Court for the Southern District of New York — the federal court only where it has subject-matter jurisdiction over the dispute, and where it does not, the state court hears it. Each of us consents to personal jurisdiction and venue there and will not argue that those courts are an inconvenient forum. Where New York General Obligations Law § 5-1402 applies, each of us also submits to that jurisdiction under it.

This does not apply to any dispute governed by the Standard Contractual Clauses or the UK International Data Transfer Addendum attached to our Data Processing Addendum: those are governed by the law and heard in the courts that those instruments themselves specify, and nothing in this section limits a data subject's right to bring proceedings where those instruments allow. Either of us may still seek an injunction in any court with jurisdiction to protect intellectual property or confidential information.

To the extent permitted by applicable law, each of us waives the right to a jury trial. This waiver is knowing and voluntary, it is governed by New York law, and it is intended to be given effect by the New York courts named above, which enforce a clear pre-dispute contractual jury waiver. If a court of competent jurisdiction holds that a mandatory rule of your home jurisdiction prevents this waiver from being enforced against you — the rule in California, following Grafton Partners v. Superior Court, is the usual example — then it does not apply to you, and the rest of this section stays in force.

Time limit for claims. Any claim arising out of or relating to this agreement must be brought within one year after it accrues, or it is permanently waived. This does not shorten any period that the law does not allow us to shorten, and it does not apply to either party's obligation to pay amounts owed.

There is no mandatory arbitration and no class-action waiver in this agreement.

If a mandatory consumer-protection law of your home jurisdiction gives you a protection that cannot be waived by contract, this section does not take it away from you.

Before filing anything, please email us at CEDX Corporation, Attn: Legal, 307 W 38th St, 16th Floor, New York, NY 10018, or legal@cedxsystems.com. Most disputes end faster that way.

17. General

The documents in force, and which one wins. This agreement consists of these terms plus: your order or plan page, the Data Processing Addendum, the Acceptable Use Policy, and any Service Level Agreement published for your Plan. If they conflict, they rank in that order — order or plan page first, then the DPA, then the AUP, then the SLA, then these terms — except that the DPA prevails over everything for the processing of personal data, and the Standard Contractual Clauses prevail over the DPA.

Entire agreement. Those documents are the whole agreement between us about the Service, and they replace any earlier proposal, quote or discussion. Nothing said in a sales conversation, a demo or a marketing page adds to them.

Assignment. You may not assign this agreement without our written consent, which we will not unreasonably withhold. Either of us may assign it to a successor in a merger, acquisition or sale of substantially all assets, on notice to the other.

Notices. Legal notices to us go to CEDX Corporation, Attn: Legal, 307 W 38th St, 16th Floor, New York, NY 10018, or legal@cedxsystems.com, with a copy by post to our registered office. Legal process may also be served on CEDX Corporation through the New York Secretary of State, who is our statutory agent for service and forwards process to the address in our certificate of incorporation. Notices to you go to the billing and administrator email addresses on your account — keep them current. Operational notices (renewals, price changes, changes to these terms, incidents) are sent by email and are effective when sent.

Changes in writing. Apart from the changes we make under section 15, no change to this agreement, and no waiver of any part of it, is effective unless it is in writing and signed by both of us. Under New York law that requirement binds us both, and a signed written change, waiver or release is binding even without new consideration.

Publicity. We will name you or use your logo as a customer reference only with your prior written consent. You can withdraw that consent at any time.

Severability and waiver. If any part of this agreement is unenforceable, the rest stays in force. If either of us does not enforce a right straight away, that is not a waiver of it.

No third-party beneficiaries. This agreement is between you and us. Nobody else gets rights under it — including CEDX (the 501(c)(3) research institution at cedx.org), which is a separate organisation and is not a party. This does not affect the rights that data subjects have as third-party beneficiaries under Clause 3 of the Standard Contractual Clauses attached to the Data Processing Addendum, or any equivalent right under the UK International Data Transfer Addendum. Those rights apply by their own terms, are enforceable against us directly, and are not limited by this section.

Force majeure. Neither of us is liable for a delay or failure caused by something outside our reasonable control — natural disaster, war, civil unrest, labour action, government act, internet or power failure, or a large-scale attack on infrastructure we depend on. This does not excuse your obligation to pay Fees.

Export and sanctions. Each of us will comply with applicable export control and economic sanctions laws. You confirm you are not located in, and not owned or controlled by anyone located in, a country or on a list subject to US embargo or restriction, and that you will not give access to the Service to anyone who is.

Independent contractors. We are independent contractors. This agreement creates no partnership, joint venture, agency or employment relationship.

Survival. Sections 5A (records of copyright notices), 6 (Customer Data ownership), 8 (Fees already owed), 10 (data after termination), 11, 12, 13, 14, 16 and 17 survive termination.

Change log

Effective Version What changed
8 August 2026 1.0 First publication of terms written for CEDX Corporation. Replaces the previous terms page in full.

We keep every published version at a stable URL from this version onwards and list it here. This is version 1.0, so there is nothing yet to link to.

Questions about these terms: CEDX Corporation, Attn: Legal, 307 W 38th St, 16th Floor, New York, NY 10018, or legal@cedxsystems.com. Questions about the product: support@cedxsystems.com.