These Standard Terms and Conditions of Use (the “Terms”) constitute a legal agreement between you and Micro-Processor Services, LLC, d/b/a RecodeX (“RecodeX”, “we”, “us”, “our”). By visiting or using any RecodeX web site, portal or extranet, or the services provided on any RecodeX web site (“Website”), you agree to these Terms. By accessing or using any part of the Website, you represent that you are at least eighteen (18) years of age and you agree to these Terms. If you are not at least eighteen (18) years of age or if you do not agree to these Terms, do not use the Website. If you are a RecodeX customer, you are also bound by any other terms that apply to your service (“Service Terms”). If any provision of these Terms  conflicts with any term in the Service Terms, the Service Terms apply. If you are a RecodeX service provider, contractor, or an employee of any of these entities, your use of the Site may also be subject to your binding agreement with RecodeX, and if any provision of these Terms conflicts with any term in your agreement with RecodeX, the term in your agreement with RecodeX applies.

1. Arbitration – Arbitration is a consensual and neutral procedure in which a dispute is submitted, by the parties of an agreement, to an independent third party who makes a binding decision without going to court. The third party or parties acting as arbitrator(s) usually must be agreed upon by both sides.
2. Assignment – This term refers to the action by a person to transfer rights, benefits, or property to another person. The one who transfers his rights (or benefits or properties) is the “assignor” and the one who received them is the “assignee.”
3. Binding – This terms, as it pertains to arbitration, means that the decision of the arbitrator(s) is final and cannot be challenged, contested, or appealed by the parties.
4. Compliance – This term means the use of services and software in keeping with the service or software provider’s license agreement(s).
5. Damages – Damages are legal remedies for breach of contract that provide a non-breaching party with monetary awards. This compensation serves to restore the non-breaching party to the position they would have been in if the other party had performed as promised.  If another type of remedy is requested but cannot be or is not given by the court or arbitrator(s), then damages will generally be awarded instead.
6. Entire agreement – An entire agreement clause states that the contract that parties have signed constitutes the whole agreement between them. This clause seeks to prevent parties from relying on preceding agreements or negotiations that have not been outlines or set forth in the contract.
7. Force majeure – Force Majeure is French for “greater force” and refers to events that occur by an “act of God” or other uncontrollable, unforeseeable, unavoidable or catastrophic outside force for which neither party can be held responsible. This provision is included in contracts to remove liability for failure to perform and is sometimes used to excuse performance.
8. Governing law – Also known as a choice of law clause, this is a contractual provision that determines which laws may apply in the event of a dispute between the parties to a contract. The clause ensures certainty regarding the laws that will be applied to interpret and enforce the terms of the agreement.
9. Indemnification – Unless expressly limited by the contract, this provision may require one party (usually the service or software provider) to compensate the other party (generally the user) for any losses or damages that the user may suffer as a result of using the services or software. The specific terms of an indemnification clause will vary depending on the contract and the laws governing the agreement.
10. Jurisdiction – Jurisdiction refers to the power or authority to interpret and apply the law, as well as the limits (i.e. territory) within such authority may be exercised. Jurisdiction is established by the Constitution, federal, state law, and sometimes foreign.  It determines whether the court or tribunal has authority over the parties, the subject matter, and the relief sought.
11. Liability, Limitation of Liability – Liability in contracts refers to the legal responsibility that a party has to fulfill its objections and to pay damages or compensation in the event of a breach of contract. Liability in contracts can be limited or excluded by the terms of the agreement, but it’s important to note that some types of liability, such as liability for fraud or intentional misconduct, cannot be excluded by contract.  
12. License and Types – The right to use software and services and to install software on one or more computers or servers. The software license agreement determines how a licensee is entitled to use the software and services.  There are various types of licenses, such as exclusive or non-exclusive, concurrent, perpetual, and named-user.
13. Provision – A provision is a specific term or condition of a contract that sets out the rights and obligation of the parties involved. A provision may be a specific clause or section of the contract, or it may be implied by the terms of the contract or by the applicable laws. 
14. Remedies – A remedy in law refers to the means by which someone who has been wronged can seek justice and be compensated for the harm. Unless expressly excluded, remedies may include the right to monetary compensation, specific performance, injunction, and other equitable remedies.
15. Severability – This term refers to a type of boilerplate provision that states that each clause is independent of the others. It allows the contract to remain valid in case a court invalidates any of the clauses.
16. User – The person who uses or accesses a WebSite or who uses software or software as service by running the application on one or more computers.
17. Warranties – Warranties are promises made by the provider of the services or software regarding the quality and performance of the services and software. Such warranties usually have express limitations and qualifications. The specific terms of such warranties will vary depending on the contract and the laws governing the agreement.

1. Website and Content. The Website, and all information, text, images, data, audio files, links, logos, photos, digital downloads, software, or other material accessible through the Website (collectively, the “Content”) are and shall remain the exclusive property of RecodeX and/or its suppliers and licensors and are protected under U.S. and international intellectual property laws. You do not obtain any ownership interest in the Website or the Content. Subject to your compliance with these Terms, RecodeX grants you a limited license to access view the Website and the Content.
2. Registration and Accounts. To access certain features of the Website, you may be required to register an “Account” with RecodeX and provide certain personal information. Any personal information you provide in connection with such Account will be treated in accordance with our Privacy Policy, located at recodex.co/privacy, which is incorporated herein by this reference. You are responsible for providing and maintaining accurate information and maintaining the confidentiality of your Account login credentials. All activity conducted in connection with your Account will be your responsibility. You agree to notify RecodeX immediately of any unauthorized access or other breach of your Account. 
3. Payment. If you wish to license software tools or services on the Website, you may be required to agree to additional terms and conditions governing such products or services. Unless otherwise provided in the additional terms and conditions with respect to any given product or service, you may be required to register an Account and provide a valid credit card to license products or services on the Website. We accept payment via ACH electronic transfer and Zelle. We may also use a third-party payment processing company (“Payment Processor”) to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. RecodeX is not responsible for errors by the Payment Processor, but if you believe that you have been negatively affected by any such error(s), you may have recourse against the Payment Processor under the terms of your credit card or other method of payment, the FTC and other applicable laws and regulations. By licensing a product or service, you agree to pay us, via ACH electronic transfer, Zelle, or through the Payment Processor, all charges at the prices then in effect in accordance with the applicable payment terms and, if payment is via a credit card, you authorize us, through the Payment Processor, to charge your credit card. We reserve the right to correct any errors or mistakes that we or our Payment Processor makes even if we have already requested or received payment. Currently, Recodex’s Payment Processor for credit card charges is Truist Bank. By purchasing products or services on the Website, you agree to Truist's terms and conditions. Furthermore, to the extent applicable, we comply with FTC guidelines regarding payment terms and conditions.
4. License.  The standard terms and conditions herein apply to all Software Translation Service Tools Package (“Software Package”) orders: SOFTWARE PACKAGE refers to any RecodeX translation tool and/or custom translation and/or verification services listed on this order form and/or in RecodeX's printed or on-line catalogue, in any printed, machine-readable, or interpreted form, including all permitted reproductions made by the customer and any updates provided by RecodeX, its subroutines, optional application routines, text editor, compiler interpreter, utility routines, User's Guides, and supporting documentation. Unless otherwise indicated, RecodeX will make every effort to deliver the Software Package within four (4) weeks of receipt of the order form and licensing agreement and full payment of the licensing fee.
5. License Restrictions.
   1. Non-Exclusive License. Upon review of this licensing agreement, payment of the fee for the Software Package indicated on this order form, and receipt of the Software Package, RecodeX grants the customer a non-exclusive license to use the Software Package. The license of the Software Package includes the User's Guide. The Software Package will be provided via email or download unless otherwise specified. One User's Guide and one security lock or dongle will be supplied. No source will be provided. The customer may make unlimited copies of the Software Package for back-up, study, or archive purposes. Unless other arrangements are made, the User assumes responsibility for installation and training.
   2. RecodeX’s Property Rights. Because the Software Package is distributed with the understanding that it includes valuable RecodeX trade secrets and the transfer of know-how to the customer, the customer agrees not to reproduce, sell, give away, distribute, or disclose to another person, corporation, or entity any copy or portion thereof without the written consent of RecodeX. Without the prior written consent of RecodeX, the Software Package may not be sublicensed or included in the customer's product or derivative works or provided in any form to third parties except in cross-compiled or compressed form which is not extensible. The customer agrees to use its best efforts to prevent any violation of RecodeX's property rights. 
6. Website Restrictions.
   1. Use Restrictions. You will not modify, publish, transmit, transfer, sell, resell, reproduce, create derivative works from, distribute, perform, display, incorporate into another website or application, or in any way exploit the Content or the Website without the express written permission of RecodeX.
   2. Legal Restrictions. You will not use the Website or the Content (a) for any unlawful purpose; (b) to solicit others to participate in any unlawful activity; (c) to violate any international, federal, state, or local laws, regulations, or rules; (d) to infringe upon or violate our intellectual property rights or the those of others; (e) to harass, abuse, stalk, spam, insult, harm, defame, slander, disparage, intimidate, threaten, or discriminate based on gender, sexual orientation, ethnicity, race, religion, age, national origin, or disability; (f) to upload fraudulent, false or misleading information; (g) to upload or transmit viruses or other malicious code into the Website; (h) to collect or track the personal information of others; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Website.
7. Third Party Content. Links on the Website may lead to third party websites and/or services that are not owned or operated by RecodeX. RecodeX has no control of and makes no representation or warranty and takes no responsibility with respect to such third-party websites or services. A link or reference to a third-party website or service is not an endorsement of that website or service. Likewise, if our Website is linked or referenced in a third-party website or social media, we are not liable for any information provided on or through such website or social media. Any use you make of the information provided on the Website, or any website linked to by the Website, is at your own risk.
8. User Contributions. While we welcome general comments and feedback regarding our Website and Content, we ask that you do not send us any creative ideas, suggestions, notes, drawings, concepts or other information (collectively, the “User Contributions”) to avoid any misunderstandings regarding the ownership of such User Contributions. If, despite our request that you not do so, you send us any type of User Contributions, such User Contributions shall be deemed the irrevocable, royalty-free transfer of ownership rights in the property to RecodeX and shall not be subject to any obligation of confidentiality or restriction on use. To the extent permitted by law, RecodeX will not be liable to you or owe you any compensation for such User Contributions. Notwithstanding the foregoing, if you submit a User Contribution to us that you want to retrieve or remove, you must submit the request in writing within ten (10) business days of the submission and if the User Contribution has not been posted to our Website and Content or otherwise acted upon or used, RecodeX will make a good faith effort to remove or return the User Contribution to you without any or further liability on the part of RecodeX. The provisions of this Section shall survive the termination of this Agreement.
9. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, AND TO THE FULLEST EXTENT PETMITTED BY APPLICABLE LAW, THE WEBSITE AND CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, DURABILITY, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, RECODEX DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF VIRUSES, OR ERROR-FREE, NOR THAT THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE WILL BE ACCURATE, RELIABLE, OR MEET ANY SPECIFIC USER NEEDS.
10. Warranty. RecodeX warrants the Software Package to operate according to its specifications for sixty (60) days after receipt by the customer. During this period RecodeX agrees to assist the customer if the Software Package fails to meet the specifications. Such assistance shall be limited to RecodeX responding to the customer's software problem reports according to RecodeX's standard assistance practices. This warranty is given to the customer only and not to any third parties. RECODEX DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.  The provisions of this Section shall survive the termination of this Agreement.
11. Limitation of Liability.
    1. Refund or Correction. All licenses are final. Provided notice of any defects is given in writing to RecodeX during the warranty period, RecodeX's liability is strictly limited, in RecodeX's sole discretion, to either refunding the licensing fee for the Software Package or to correction of the defects. To the extent applicable, we comply with FTC guidelines regarding refunds.
    2. Restocking Fee. Unless prohibited by law, there is a 15% restocking charge for all authorized refunds.
    3. Strict Limits on Liability. RecodeX is not liable for damages of any kind including but not limited to special, indirect, incidental, or consequential damages, loss of profits, loss of use, or interruption of business arising out of or in combination with the use or performance of the Software Package. FURTHERMORE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER RECODEX NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES SHALL BE LIABLE TO YOU OR ANY USER OF THE WEBSITE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ASSOCIATED WITH THE SPECIFIC RISKS OF USING SOFTWARE PRODUCTS AND SERVICES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FROM LOSS OF PROFITS, INCOMPATABILITY ISSUES, OPERATIONAL FAILURES, DATA LOSS, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) AND/OR DAMAGES ARISING OUT OF THESE TERMS OR YOUR ACCESS OR USE OF THE WEBSITE AND CONTENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF RECODEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. UNLESS PROHIBITED BY APPLICABLE LAWS, YOU FURTHER AGREE THAT RECODEX'S AGGREGATE CUMULATIVE LIABILITY IN CONNECTION WITH ANY OF THE FOREGOING DAMAGES AND LOSSES SHALL NOT EXCEED $50. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
12. Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by events beyond its reasonable control (or the reasonable control of its employees, subcontractors, or agents), including but not limited to acts of God, natural disasters, wars, riots, government actions, strikes, cyberattacks, or widespread technical failures. The Party experiencing such a force majeure event must promptly notify the other Party and take reasonable steps to mitigate the impact of the event and resume performance of its obligations hereunder.
13. Indemnification. You agree to indemnify, defend and hold harmless RecodeX and our officers, directors, employees, licensors, and suppliers, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) your use of the Website or Content, (ii) your breach of these Terms, or (iii) your violation of any applicable law or the rights of a third party.
14. Dispute, Applicable Law, Jurisdiction, Mandatory Arbitration, Injunctive Relief.
    1. Choice of Law, Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of law, and no doctrine of choice of law shall be used to apply any law other than that of the State of Florida. All Users hereby irrevocably consent and submit to the exclusive jurisdiction of the Circuit Court of Palm Beach County, Florida, for all purposes under this Agreement, and waive any defense to the assertion of such jurisdiction based on inconvenient forum or lack of personal jurisdiction.
    2. Waiver of Jury Trials, Class Actions. All Users also agree to waive any right to a jury trial and to waive the right to participate in class actions.
    3. Arbitration. Any dispute relating in any way to your use of the Website or Content shall be submitted to confidential, binding arbitration in Palm Beach County, Florida, Arbitration under these Terms shall be conducted under the rules then prevailing of the American Arbitration Association in Palm Beach County, Florida. All arbitration costs will be split between the parties. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the extent applicable, we comply with FTC guidelines regarding dispute resolution.
    4. Injunctive Relief. However, notwithstanding the foregoing, if you have violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Florida, and you consent to exclusive jurisdiction and venue in such court. The provisions of this Section shall survive the termination of this Agreement.
15. Public Records Laws, Protection of User’s Confidential Information, Data Retention Post-Termination.
    1. Florida Public Records Laws. RecodeX is subject to Florida public records laws, including Chapter 119, Florida Statutes (collectively, “Florida’s Public Records Laws”). Therefore, any data and information provided to RecodeX in connection with this Agreement may be subject to disclosure to third parties.
    2. Exemptions from Disclosure. However, Section 627.351(6)(x)1.e., Florida Statutes, provides that proprietary information submitted to RecodeX under a contract providing for the confidentiality of such information is confidential and exempt from the disclosure requirements of Florida’s Public Records Law. Other Florida Statutes allow for various protection of User’s trade secrets and financial information. In order to protect any information provided to RecodeX that User considers to be protected from disclosure under Florida law (“User’s Confidential Information”), User should clearly label and mark each page or section containing such information “Confidential”, “Trade Secret” or other similar designation. To the extent permitted by law, RecodeX shall not produce User’s Confidential Information unless authorized by User, or by order of a court of competent jurisdiction. User agrees to reimburse RecodeX for any attorneys’ fees, costs, and expenses incurred by RecodeX or awarded against RecodeX in any legal proceeding in which the issue is a third party’s challenge to User’s assertion of an exemption under Florida’s Public Records Laws.
    3. If RecodeX receives a Public Records Request or a request from any regulatory or legislative entity regarding User’s Confidential Information, it shall promptly notify User in writing. If User received a Public Records Request that is in any way related to this Agreement, User agrees to immediately notify RecodeX in writing to: [email protected]
    4. Data Retention Post-Termination. Upon termination of this Agreement, User agrees to transfer at no cost to RecodeX all public records in User’s possession or, alternatively, User may keep and maintain all records required by RecodeX to perform Services under the Agreement. If User keeps and maintains public records upon completion of this Agreement, User shall meet all applicable requirements for retaining public records. User will hold RecodeX harmless from any actions resulting from User’s non-compliance with Florida’s Public Records Laws. Without limiting Recodex’s other rights of termination as further described in this Agreement, RecodeX may unilaterally terminate this Agreement for refusal by User to comply with this Section unless the records are exempt from Section 24(a) of Article 1 of the State Constitution and Section 119.07(1), Florida Statutes. The provisions of this Section shall survive termination of this Agreement.
16. Compliance with Other Laws, User Responsibility. Notwithstanding the foregoing, if you are a User outside the State of Florida and in another state or jurisdiction that has specific laws governing data protection and privacy, we make all reasonable efforts to comply with those other laws, such as the GDPR (EU, UK) and the CCPA/CPRA (California), as outlined in our Privacy Policy, which may be found at recodex.co/privacy, which is incorporated herein by this reference. This Privacy Policy provides some guidance on User rights under these other laws, such as lawful, fair and transparent processing; limitation of purpose, data and storage; data accuracy impact assessment; privacy by design; controller-processor contracts; data subject rights; the right to access, delete, or correct data; sharing personal information; reselling personal information; third party data sharing (including whether any third party service providers process User data and under what conditions), and contact information for the data protection officer. If you are a User that requires more detailed information on tthe requirements for compliance with local laws, you should consult with local legal counsel.
17. Updates, Modifications and Notifications.We will notify Users of updates and modifications to these Terms via a banner on our Website and via emails to registered Users. We may revise these Terms at any time without notice to you. You are responsible for reviewing these Terms on a regular basis, and your continued use of the Website following any modifications, changes and/or alterations constitutes your acceptance of such modifications, changes or alterations.
18. Termination, Appeals.
    1. Termination. RecodeX may, in our sole discretion and without prior notice, immediately terminate these Terms, the Website, and/or your Account. Cause for such termination may include: (a) breach or violation of any of these Terms, including any other incorporated agreements or guidelines; (b) request by any law enforcement or government agency; (c) extended period of inactivity; (d) your engagement in fraudulent or illegal activity; (e) nonpayment of any fees owed by you in connection with the Website or any product or service, and/or RecodeX’s decision, which RecodeX may make in its sole discretion, to discontinue the Website, including any Content and/or features. Upon termination of your Account, you will have no access to the Website and your password and related information, files and materials will be deleted. You agree that RecodeX will not be liable to you or any third party for any termination of your Account, any associated email address, or access to the Website
    2. Appeals. Notwithstanding the foregoing, if your Account is suspended or terminated, you may immediately appeal the suspension or termination by submitting the reasons and grounds for any objections to: [email protected] Upon receipt of your submission, RecodeX will respond to the appeal with a decision within thirty (30) business days.
19. Copyright Contact. RecodeX does not represent or warrant that the Website will not infringe the rights of third parties.  If you believe your copyright, trademark, or other property rights have been infringed by a posting of any Content on the Website, you will send notification to RecodeX immediately. Such notification should provide sufficient information and details, such as description of the work, location of infringing material, contact person, and signature) to allow us to investigate and take steps to resolve the matter. Pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. Sec. 512(c), our Designated Agent for notice of claims of copyright infringement can be reached as indicated below. The services of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

    Designated Agent for Claimed Infringement: [email protected]

20. No Modifications or Assignment. The licensing agreement may not be modified, assigned, sublicensed, or transferred without RecodeX's prior written consent. 
21. Severability, Miscellaneous.If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect. You are responsible for complying with the laws of the jurisdiction from which you are accessing the Website and you agree that you will not access or use the Website in violation of such laws. These Terms constitute the entire agreement between you and RecodeX relating to the subject matter herein and may only be modified in a writing signed by both RecodeX and the customer.
22. Accessibility. In compliance with the ADA, we are committed to making sure that these Terms and Condition and our Privacy Policy (at recodex.co/privacy) are accessible to individuals with disabilities.  If you have problems accessing these Terms and Conditions and our Privacy Policy, please contact us, or have someone contact us on your behalf, at: [email protected]

To ask questions or comment about these Terms, contact us at: [email protected]