Terms of Service

1. Acceptance of Terms

By accessing or using Codalyx services, you agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree to these terms, you may not use our services.

These Terms of Service constitute a legally binding agreement between you (or the organization you represent) and Codalyx. By accepting an invitation and creating an account, you acknowledge that you have read, understood, and agree to be bound by these terms. If you are entering into these terms on behalf of an organization, you represent that you have the authority to bind that organization to these terms.

These terms govern your purchase of hardware infrastructure, your use of our proxy services, and your relationship with Codalyx. Please read them carefully, as they contain important information about your rights, obligations, and limitations of liability.

2. Service Description

Codalyx provides enterprise-grade proxy infrastructure services through a unique hardware ownership model. Unlike traditional proxy services where you pay for access, Codalyx operates on a hardware acquisition model where you purchase and own the physical infrastructure.

2.1 Hardware Ownership Model

When you become a Codalyx member, you acquire ownership of dedicated proxy infrastructure hardware. This hardware is yours—you own it, and it's deployed in our tier-1 data centers for your exclusive use. The annual membership fee covers:

• Hardware acquisition and deployment
• Data center hosting and power
• Network connectivity and bandwidth
• Infrastructure management and maintenance
• Software updates and security patches
• 24/7 monitoring and support

2.2 Service Availability

Our services are available exclusively by invitation through our network referral program. We do not accept public applications or unsolicited contact. Access is granted only to organizations referred by existing Codalyx network members and approved through our vetting process.

2.3 Service Scope

Codalyx provides enterprise-grade residential proxy infrastructure with unlimited bandwidth, 100M+ IPs across 150+ countries, city-level geo-targeting, ASN filtering, and custom rotation strategies. All services are intended for legitimate business purposes only and must comply with applicable laws and these Terms of Service.

3. Account Registration

Account registration with Codalyx is an exclusive, invitation-only process. You cannot create an account without being invited through our network referral program.

3.1 Invitation and Approval Process

To use our services, you must:

• Receive an Invitation: Be referred by an existing Codalyx network member and receive a formal invitation from us
• Complete Verification: Provide accurate and complete business information, including business registration documents, proof of identity, and verification of your authority to represent the organization
• Pass Vetting: Successfully complete our approval process, which includes business verification, use case review, and compliance checks
• Accept Terms: Agree to these Terms of Service and our Privacy Policy
• Complete Onboarding: Work with your dedicated account manager to complete account setup and hardware deployment

3.2 Account Requirements

• Business Entity: Accounts must be associated with a verified business entity, not individual personal use
• Authorized Representative: The account holder must have legal authority to bind the organization to these terms
• Accurate Information: All provided information must be accurate, complete, and kept up to date
• Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account
• Single Account: Each organization may maintain only one active account unless explicitly authorized by Codalyx

3.3 Account Suspension and Termination

We reserve the right to suspend or terminate accounts that violate these terms, provide false information, or engage in activities that threaten our infrastructure or other users. Account suspension or termination does not affect hardware ownership rights or buyback obligations as outlined in Section 6.

4. Acceptable Use

You agree to use Codalyx services only for legitimate business purposes and in compliance with all applicable laws, regulations, and these Terms of Service. Violation of acceptable use policies may result in immediate service termination and forfeiture of hardware ownership rights.

4.1 Prohibited Activities

You agree not to use our services for:

• Illegal Activities: Any activities that violate local, state, national, or international laws or regulations
• Unauthorized Access: Attempting to gain unauthorized access to systems, networks, or data belonging to others
• Fraud and Deception: Spam, phishing, identity theft, credit card fraud, or any form of fraudulent activity
• Malware Distribution: Distributing viruses, malware, ransomware, or any harmful code
• Intellectual Property Violations: Infringing on copyrights, trademarks, patents, or other intellectual property rights
• Infrastructure Attacks: Activities that could harm our infrastructure, other users' services, or third-party systems
• Child Exploitation: Any content or activities related to child exploitation or abuse
• Terrorism and Extremism: Activities supporting terrorism, extremism, or organized crime
• Market Manipulation: Using proxies to manipulate financial markets, stock prices, or cryptocurrency exchanges
• Account Sharing: Sharing account credentials or allowing unauthorized third parties to use your infrastructure

4.2 Legitimate Use Cases

Acceptable uses include:

• Web scraping and data collection for business intelligence and market research
• Security testing and penetration testing of your own systems
• Brand protection and IP monitoring
• Ad verification and fraud prevention
• Geographic testing and localization
• Load testing and performance monitoring
• Other legitimate business purposes that comply with applicable laws

4.3 Compliance Responsibility

You are solely responsible for ensuring that your use of Codalyx services complies with all applicable laws, including but not limited to data protection laws (GDPR, CCPA), computer fraud laws, intellectual property laws, and terms of service of websites you access. We are not responsible for your use of our services or any consequences thereof.

5. Service Level Agreement

We guarantee 99.99% uptime for our infrastructure. In the event of service interruption exceeding our SLA, we will provide service credits as outlined in your service agreement.

6. Payment Terms and Hardware Ownership

Codalyx operates on a hardware ownership model. Your annual membership fee includes both hardware acquisition and service provision. Understanding these payment terms is essential to your relationship with Codalyx.

6.1 Annual Membership Fee

The annual membership fee of $99,000 includes:

• Hardware Purchase: Acquisition of dedicated proxy infrastructure hardware that becomes your property
• Deployment: Installation and configuration of hardware in our tier-1 data centers
• Hosting: Data center space, power, cooling, and physical security for your hardware
• Network Services: Unlimited bandwidth, network connectivity, and routing
• Management: Infrastructure monitoring, maintenance, and software updates
• Support: 24/7 support, dedicated account manager, and integration assistance

Payment Schedule: Annual membership fees are due in full upon account activation and annually thereafter on your account anniversary date. Payment is required before service activation.

6.2 Hardware Ownership

Upon payment of the annual membership fee, you acquire legal ownership of the dedicated hardware infrastructure. This ownership includes:

• Full legal title to the hardware equipment
• Right to configure and customize your infrastructure (within technical constraints)
• Asset value that can be realized through our buyback program
• Responsibility for ensuring hardware is used in compliance with these terms

Physical Location: While you own the hardware, it remains physically located in our data centers for operational purposes. You cannot take physical possession of the hardware during the active service term.

6.3 Buyback Guarantee

After your annual term ends, you have the option to sell your hardware back to Codalyx:

• Buyback Option: You may request to sell your hardware back to Codalyx at the end of your annual term
• Valuation: Buyback price is determined based on hardware condition, age, and market value at the time of buyback
• Process: Buyback requests must be submitted through your account manager at least 30 days before term expiration
• Payment: Buyback proceeds are paid within 60 days of hardware return and inspection
• Alternative: You may choose to renew your membership and retain hardware ownership for another term

6.4 Payment Methods and Terms

• Accepted Methods: Wire transfer, ACH, and major credit cards
• Enterprise Terms: Qualified enterprises may arrange net terms (e.g., net 30, net 60) subject to credit approval
• Currency: All fees are in USD unless otherwise specified in your service agreement
• Taxes: You are responsible for all applicable taxes, duties, and fees

6.5 Refund Policy

Due to the hardware ownership model, refunds are limited:

• No Standard Refunds: Annual membership fees are non-refundable except as required by law or as specified in your service agreement
• 30-Day Satisfaction Guarantee: If you are not satisfied within the first 30 days, we may offer a prorated refund minus hardware costs, subject to our discretion
• Service Credits: Instead of refunds, we typically provide service credits for SLA failures or service issues
• Buyback Alternative: If you wish to exit early, the buyback program provides an alternative to refunds

6.6 Late Payments and Suspension

If payment is not received by the due date:

• We will send payment reminders via email and through your account manager
• Service may be suspended after 15 days past due
• Service will be terminated after 30 days past due
• Termination does not affect hardware ownership, but you will lose access to hosting and management services
• Reinstatement requires payment of all outstanding fees plus a reinstatement fee

6.7 Price Changes

We reserve the right to change prices for new memberships and renewals. Existing members will receive at least 30 days notice of any price changes affecting their renewal. Price changes do not affect your current term but will apply to renewals.

7. Intellectual Property

All content, features, and functionality of our services are owned by Codalyx and are protected by international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, or create derivative works without our written permission.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Codalyx's liability is limited as set forth in this section. These limitations are essential to our ability to provide services at current pricing levels.

8.1 Excluded Damages

Codalyx shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or information (though we maintain zero-knowledge architecture)
• Cost of substitute services or products
• Business interruption or downtime costs
• Reputational damage or loss of goodwill
• Third-party claims arising from your use of our services

8.2 Maximum Liability

Our total liability for any claims arising from or related to these Terms of Service or our services shall not exceed the amount you paid to Codalyx in the 12 months preceding the claim, or $99,000, whichever is less.

8.3 Exceptions

These limitations do not apply to:

• Liability for death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable law
• Breaches of confidentiality obligations

8.4 Hardware Warranty

Hardware is provided "as-is" without warranty. We are not responsible for hardware failures, defects, or degradation beyond normal wear. However, we provide maintenance and replacement services as part of your membership. Hardware failures do not constitute a breach of these terms unless they result from our gross negligence.

9. Indemnification

You agree to indemnify, defend, and hold harmless Codalyx, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of Codalyx services
• Your violation of these Terms of Service
• Your violation of any applicable laws or regulations
• Your infringement of any third-party rights, including intellectual property rights
• Any content, data, or information you transmit through our services
• Your failure to maintain the security of your account credentials
• Any claims by third parties arising from your use of our services

Indemnification Process: We will notify you promptly of any claim subject to indemnification. You agree to cooperate fully in the defense of any such claim. We reserve the right to assume exclusive defense and control of any matter subject to indemnification, at your expense.

10. Termination

Either party may terminate the service relationship under the conditions set forth in this section. Termination affects service access but not hardware ownership rights.

10.1 Termination by Codalyx

We may terminate or suspend your account immediately, without notice, if:

• You violate these Terms of Service or our Acceptable Use Policy
• You engage in illegal activities or activities that threaten our infrastructure
• You fail to pay fees when due
• You provide false or misleading information
• You breach confidentiality or security obligations
• Required by law or regulatory authority

10.2 Termination by You

You may terminate your account at any time by:

• Contacting your dedicated account manager through secure channels
• Providing at least 30 days written notice
• Settling all outstanding fees and obligations

Early Termination: If you terminate before the end of your annual term, you remain responsible for the full annual fee unless otherwise specified in your service agreement. However, you may exercise your buyback option.

10.3 Effects of Termination

Upon termination:

• Your right to use Codalyx services ceases immediately
• All service access credentials are revoked
• You lose access to hosting, management, and support services
• Hardware ownership rights are unaffected—you still own the hardware
• You may exercise buyback option or arrange for hardware removal (at your expense)
• Outstanding fees remain due and payable
• We will delete your account data per our Privacy Policy retention schedule

10.4 Survival

Sections of these Terms that by their nature should survive termination (including but not limited to payment obligations, intellectual property, indemnification, and limitation of liability) will survive termination of these Terms.

11. Dispute Resolution

We are committed to resolving disputes fairly and efficiently. This section outlines the process for resolving any disputes that may arise between you and Codalyx.

11.1 Informal Resolution

Before initiating formal dispute resolution, both parties agree to attempt to resolve disputes informally. Contact your dedicated account manager to discuss and attempt to resolve any issues. Most disputes can be resolved through direct communication within 30 days.

11.2 Binding Arbitration

If informal resolution fails, any disputes arising from or related to these Terms of Service or our services shall be resolved through binding arbitration in accordance with:

• Rules: The Commercial Arbitration Rules of the American Arbitration Association (AAA)
• Location: Arbitration shall take place in a mutually agreed location, or if no agreement, in the jurisdiction specified in your service agreement
• Arbitrator: A single arbitrator selected in accordance with AAA rules
• Language: English
• Confidentiality: Arbitration proceedings are confidential

11.3 Exceptions to Arbitration

The following disputes are not subject to arbitration:

• Disputes seeking injunctive relief to prevent harm or protect intellectual property
• Small claims court actions (claims under $10,000)
• Collection actions for unpaid fees
• Disputes that cannot be arbitrated under applicable law

11.4 Class Action Waiver

You agree that disputes will be resolved individually and not as part of a class action, consolidated action, or representative proceeding. You waive any right to participate in class actions or similar proceedings.

12. Changes to Terms

We reserve the right to modify these Terms of Service at any time to reflect changes in our services, legal requirements, or business practices. We will notify you of material changes that affect your rights or obligations.

12.1 Notification of Changes

When we make material changes to these Terms:

• We will notify you via email sent to your registered business email address
• We will post a notice on our service dashboard and website
• We will provide at least 30 days notice before material changes take effect
• We will summarize the key changes in the notification

12.2 Your Rights Regarding Changes

If you do not agree with material changes to these Terms:

• You may terminate your account within 30 days of the change notification
• Termination will be effective at the end of your current billing period
• You may exercise your buyback option if terminating due to unacceptable changes
• Continued use after the effective date constitutes acceptance of modified terms

12.3 Non-Material Changes

Non-material changes (such as clarifications, formatting improvements, or updates to reflect current practices) may be made without advance notice. The "Last updated" date will always reflect the most recent changes.

13. Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the jurisdiction specified in your service agreement, without regard to its conflict of law provisions.

Default Jurisdiction: If no jurisdiction is specified in your service agreement, these Terms shall be governed by the laws of the State of Delaware, United States, excluding its conflict of law rules.

International Users: If you are located outside the United States, you agree that any disputes will be resolved according to the laws specified in your service agreement, and you consent to the jurisdiction of courts in that jurisdiction for any non-arbitrable disputes.

Enforceability: If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

14. Contact Information

For questions about these Terms of Service, legal matters, or to exercise your rights under these Terms, please contact us through your dedicated account manager or through the secure communication channels established after account approval.

Important: Due to our invitation-only access model and security requirements, we do not accept legal or terms-related inquiries through public contact methods. All communications regarding these Terms must be made through established secure channels to protect confidentiality and verify identity.

For Verified Clients: Your dedicated account manager can facilitate all legal and terms-related communications. For urgent legal matters, use the secure messaging platform provided after approval.

Response Times: We will respond to legal inquiries within 5 business days. Complex matters may require additional time, and we will notify you if an extension is needed.

Service of Process: Legal process (subpoenas, court orders, etc.) must be served through proper legal channels. Contact information for service of process is available to verified clients through their account manager.

No Public Contact: We maintain no public-facing legal or customer service contact methods. All communication is initiated by Codalyx through secure, invitation-only channels.