CODEX´S TERMS AND CONDITIONS

Last Modified: 1 Dec 2025

Welcome to Codex!

Please read this document carefully, as it sets out the terms and conditions (hereinafter, the “Terms and Conditions”) governing access to and use of CODEX INSIGHTS’ digital platform (hereinafter, indistinctively “Codex” or the “Platform”), including any content and services made available to users (hereinafter, the “User” or, where applicable, the “Users”) through the Platform.

Through the Platform, the User may access a range of consultancy services directly offered by independent professionals (hereinafter, the “Consultants”), regarding biotechnology, health science and genomics. These services are provided directly by Consultants in their own name and on their own behalf, while the role of Codex is limited to enabling the connection between the Consultant and the User via the Platform.

Access to, and use of, the Platform is voluntary and grants the individual who accesses or uses it, on their behalf or on behalf of their employer, the status of User. By accessing the Platform, every User, whether registered or not, agrees without reservation to these Terms and Conditions, our Privacy Policy and any additional standards, policies or guidelines mentioned herein by reference (hereinafter, collectively referred to as the “Terms”).

CODEX INSIGHTS S.L. is an entity registered with the Public Registry of Barcelona, with tax identification number B21942214 and registered address for the purposes of this document at Calle de Becquer, 18, Castelldefels, 08860, Barcelona.

1.NATURE OF THE SERVICE.

Codex provides access to its Platform that allows Users to search for Consultants specialized in the fields of science. Through the Platform, Users may search, select, request and contract consultancy services directly with the relevant Consultant (hereinafter, the “Consultancy”).

The User acknowledges and accepts that the Platform merely facilitates the interaction between Users and Consultants, thus Codex shall solely be liable and responsible for the use of the Platform but not the Consultancy.

Access to certain functionalities of the Platform, including the ability to request or engage the Consultancy, requires the User to complete the registration process described in Clause 4. Only duly registered Users may initiate interactions with the Consultants.

The User acknowledges that each Consultant acts in their own name and is solely responsible for the accuracy of their performance, quality and outcome of the Consultancy, including compliance with agreed timelines, deliverables, and service standards.

2. REPRESENTATIONS AND WARRANTIES.

The use of the Platform is intended exclusively for business purposes and for Users acting within the scope of their professional or commercial activity. By accessing the Platform, the User acknowledges this professional nature and agrees that no consumer regulations shall apply to their use of the Platform or to any relationship established with Consultants.

By accessing this Platform, the User further represents and warrants that:

1. They have full legal capacity, authority and power to enter into and comply with these Terms and Conditions;

2. Their access to and use of the Platform does not violate any applicable law, regulation, contractual obligation or order of any authority or court;

3. They are not located in, incorporated in, or otherwise resident in any jurisdiction where access to the Platform, or the reception of the Consultancy provided through it is prohibited;

4. They are not subject to, owned or controlled by, or acting on behalf of any individual or entity subject to sanctions or other trade restrictions; and

5. All information provided to Codex during registration is true, accurate and up to date.

If the User does not meet all of the above requirements, they must not access or use the Platform, and Codex may suspend or terminate their access at any time.

3. PLATFORM USE.

3.1 Right to Access and Use.

The User is granted a non-exclusive, non-transferable, non-assignable and non-sublicensable right to access and use the Platform solely for the Consultancy in accordance with the Terms.

This right of access includes the ability to interact with and make use of the components and functionalities made available through the Platform, which may include:

1. Facilitate the connection between the User and the Consultant via the Platform.

2. Provide tools and functionalities that allow the User to review Consultant profiles, request the Consultancy depending on each Consultant’s availability, manage interactions and track the progress of any engagement directly with the selected Consultant.

3. Act, where applicable, as a limited payment collection agent, enabling the User to make payments for consultancy services through the Platform.

3.2 Restrictions on Use.

The User shall not:

1. Use the Platform or the content in any way other than expressly permitted in these Terms and Conditions.

2. Lease, lend, sell, resell, assign, transfer, distribute, disclose, publish, license, sublicense or otherwise make available to any third party the Platform, the content or the access rights granted herein.

3. Infringe any industrial or intellectual property rights, trade secrets, image rights, privacy rights or any other rights of Codex, Consultants, other Users, or third parties.

4. Engage in any form of fraudulent activity, including, without limitation, fictitious bookings, false profiles, fake reviews, manipulation of ratings or any other form of deception.

5. Request or provide personal contact details (including email addresses, phone numbers, social media or any other communication tools) for the purpose of contacting Consultants outside the Platform or bypassing the Platform´s processes.

6. Solicit or induce Consultants to conclude transactions or make payments outside the Platform in respect of a Consultancy first offered or negotiated through the Platform, in breach of any non-circumvention obligations that may apply.

7. Use the Platform to access, store, distribute or transmit any virus, malware, logic bomb or any content that:

   is unlawful, harmful, defamatory, obscene or infringing;

   1. encourages unlawful activity;

   2. contains sexually explicit material;

   3. promotes unlawful violence;

   4. is discriminatory; or

   5. infringes public policy, morality or good faith, or may cause material, operational or reputational damage;

8. Modify, decompile, reverse engineer, decode, adapt or create derivative works of the Platform, the content or any associated software, including without limitation the creation of new applications, interfaces or data structures.

9. Access or attempt to access areas of the Platform or systems of Codex that are not intended for the User, or using any robot, spider, scraper, crawler or similar technology to access the Platform without the prior written consent of Codex.

11. Use any personal data obtained through the Platform for purposes other than the proper receiving the Consultancy through the Platform and in accordance with these Terms and Conditions and applicable data protection laws.

12. Engage in any form of targeted, repeated or coordinated abuse, harassment or harmful behaviour towards Consultants or other Users.

Any breach of this clause shall constitute a material violation of these Terms and may result in, among other remedies: (A) immediate suspension or termination of the User´s account; (B) removal of access to the platform; and/or (C) any additional measures as set out in the stipulation below.

3.3 Warnings and other Measures.

Users may receive warnings for violations of these Terms and Conditions or for misconduct reported to Codex. Warnings may result in:

1. temporary or permanent suspension of the User’s ability to book the Consultancy;

2. restriction of certain Platform functionalities;

3. any corrective measure deemed appropriate by Codex.

In cases where action is taken against a User’s access to the Platform, Codex will notify the User of the reasons and, where legally required, the User’s options to request a review or file an appeal.

The User may contact Codex or file a complaint at any time, free of charge, through the electronic customer support channels set out in Clause 10 of these Terms and Conditions, within six (6) months from the date of notification.

If User still disagrees with the decision made by Codex, the User may submit a complaint to a certified extrajudicial dispute resolution body in accordance with Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on a Single Market For Digital Codex’s Services and amending Directive 2000/31/EC (“Digital Services Act”) or, alternatively, initiate legal proceeding before the competent national courts, under applicable law, as stated under these Terms and Conditions.

3.4 Dispute Resolution.

Users and Consultants are encouraged to resolve any disagreements or misunderstandings directly and in good faith. If the parties are unable to reach a satisfactory solution, or if the User becomes aware of conduct that is not permitted under these Terms and Conditions, the User may contact Codex through customer support, as set out in Clause 10 of these Terms and Conditions.

Nothing in these Terms and Conditions shall oblige Codex to intervene in, or assume any responsibility for, any dispute, disagreement or issue arising between the User and the Consultant, whether relating to the provision of any Consultancy, its performance or outcome, and/or to any matter connected, directly or indirectly, with the Consultancy. All such matters remain strictly and exclusively between the User and the Consultant.

3.5 Off Platform Interactions.

Codex does not provide protection, warranties or any form of support for interactions, communications or transactions conducted outside the Platform, and shall have no liability arising from such interactions.

4. REGISTRATION REQUIERMENTS.

Access to and use of the Platform and any of its functionalities require the User to have read, understood and fully accepted these Terms and Conditions, as well as any instructions, notices or recommendations that may be displayed on the Platform at any time.

To access the Platform and interact with Consultants, the User must read and accept the Platform´s Privacy Policy.

During the booking process, the User may be required to provide some information, including but not limited, to its company name, webpage, billing e-mail, and consultation topic.

Codex may offer the possibility to create an account to the User, in such cases, the User must complete the registration process by filling in the relevant registration form, where certain information will be requested, including, by way of example only, the User´s name, surname, business identification details if applicable and email address. Upon completing registration, the User shall select a password of indefinite validity, which the User undertakes to keep confidential, use diligently and not to disclose to any third party. The User shall be solely responsible for the custody, confidentiality and proper use of any identifiers and/or passwords associated with its account.

The User shall be liable for any unauthorised or unlawful use of the Platform carried out by a third party who gains access through the User’s credentials as a result of the User’s failure to store them diligently or due to their loss.

If the User suspects that its password or credentials are being used by an unauthorised third party, the User must immediately change the password and inform Codex through the communication channels indicated in Clause 10.

The User shall be liable for all activities conducted through its account, whether authorized or unauthorized, unless such unauthorized access results from a demonstrable failure of Codex’s security measures.

Registration on the Platform grants access solely to the technological functionalities made available by Codex and does not entail an obligation to any Consultant to provide the Consultancy.

5. BOOKING OF THE CONSULTANCY SERVICE AND CANCELATION POLICY.

5.1 Booking of Codex’s Services.

As set out in Clause 4 of the Terms and Conditions, compliance with Registration Requirements of the Platform grants the User access to the functionalities of the Platform. Through the Platform, the User may select from a variety of independent Consultants, according to the User’s needs, and book a one-hour consultancy session, depending on Consultants calendars and availability (hereinafter, the “Session”).

The fee applicable to each one-hour Session is set exclusively by the Consultant and is displayed to registered Users prior to confirming the booking. Payment is made upfront via available payment methods at the moment the booking is completed. All payments are processed through Codex and/or the designated payment service, and the User shall ensure that valid and accurate billing details are provided for the transaction.

Payment is collected by Codex acting, where applicable, as a limited payment collection agent on behalf of the Consultant. Once payment has been successfully completed, the User will receive confirmation of the booking, and an invoice will be automatically generated and issued on the Platform by the Consultant based on the billing information supplied by the User. All payments are strictly non-refundable.

Before a Session takes place, the User and the Consultant may electronically execute a non-disclosure agreement (“NDA”) supplied by Codex and made available through the Platform. Notwithstanding the forementioned, the signature of this NDA is entirely optional and its execution or lack of is the Customer’s responsibility. Codex expressly disclaims any liability regarding the NDA, its signature or lack of, and any consequence thereof.

5.2 Cancellation Policy.

The User may cancel a booked Session through the Platform; however, all payments are strictly non-refundable, except when otherwise required by applicable law and/or in the event of a no show by the Consultant.

If, and only if, a Session is cancelled for reasons attributable to the Consultant, Consultant shall attempt to contact the User order to agree on an alternative date with the same Consultant. Consultant will offer up to three alternative time slots for rescheduling. Any such proposals shall be notified to the User at the email address supplied by the User throughout the booking process, it being the sole responsibility of the User to ensure that the email address provided is correct, current and operational. Acceptance or rejection of the proposed rescheduling must be made through the same channel.

If none of the proposed time slots are satisfactory for the User or if User may prove that Consultant has not effectively contacted for reasons not attributable to User, User will be refunded any prepaid amounts due to the cancellation initiated by the Consultant.

Refunds shall be issued to the same account and through the same payment service provider as used for the initial transaction. Refund processing times may vary depending on the payment provider, User´s and Consultant´s geographical location, and the operational refund model in place.

All cancellation or rescheduling requests must be communicated through the official channels specified by the Platform. In order to request any such rescheduling the User must notify Codex, at least, twenty-four (24) prior to the Session. Codex does not guarantee that rescheduling will be possible in all instances and disclaims any and all liability for a rescheduling initiated by the User.

Neither the User, the Platform nor the Consultant, shall be liable for failure to perform obligations under this policy due to events beyond reasonable control, including but not limited to natural disasters, government actions, or network outages. In such cases, the Platform may, at its sole discretion, offer rescheduling options, but shall not be obligated to provide refunds.

6. INTELLECTUAL PROPERTY.

Codex is and shall remain the exclusive owner of all intellectual and industrial property rights in and to the Platform and any related materials, including, without limitation, software, source code, databases, structures and interfaces, trademarks, logos, trade names, designs, texts, images and any other content or materials provided by Codex (collectively, “Codex IP”), whether registered or unregistered. Nothing in these Terms and Conditions shall be construed as assigning any Codex IP to the User.

Subject to the User´s continued compliance with these Terms and Conditions, Codex grants the User a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Platform solely for the purpose of searching for and receiving the Consultancy through the Platform. The User shall not reproduce, modify, adapt, translate, decompile, reverse engineer, create derivative works from or otherwise exploit Codex IP, except as expressly permitted in these Terms and Conditions.

For the purposes of these Terms and Conditions, “User Content” means any information, data, materials, documents or other content that the User uploads, submits, provides or otherwise makes available to Codex and/or the Consultant through the Platform, including any information provided during registration, profile details, session-related materials, instructions, messages exchanged with Consultants, or any other information submitted in connection with the use of the Platform.

The User represents and warrants that it is the owner of, or otherwise holds all necessary rights, licenses and consents in relation to, the User Content, and that the use of the User Content by Codex in accordance with this Agreement does not and will not infringe any third-party rights (including, without limitation, intellectual or industrial property rights, image rights, privacy or data protection rights, or contractual rights).

To the extent that the User provides Codex with any comments, suggestions, ideas, or other feedback relating to the Platform or to any products or services offered by Codex (hereinafter, “Feedback”), the User hereby grants Codex a royalty-free, fully paid-up, perpetual, irrevocable, worldwide and transferable and sublicensable licence to use, reproduce, modify, adapt, disclose, distribute, and otherwise exploit such Feedback for any purpose.

Codex is not obliged to identify the User in each use of the Feedback. The User acknowledges that Codex shall be under no obligation to implement, act upon, or otherwise make use of any Feedback provided.

The User shall promptly notify Codex of any claim, notice or communication received alleging that any User Content or any use thereof under these Terms and Conditions infringes third-party rights.

The User shall indemnify and hold Codex harmless from and against any and all damages, losses, liabilities, costs, fines, sanctions and expenses (including reasonable legal fees) arising out of or in connection with any claim by a Consultant or third party alleging that the User Content, or the use thereof by Codex in accordance with these Terms and Conditions, infringes any intellectual or industrial property rights, image rights, privacy or data protection rights, or any other third-party rights.

7. CONSULTANT CONTENT, “DELIVERABLES” AND “RESULTS”.

For the purposes of this Clause “Deliverables” shall mean any reports, documents, analyses, presentations, designs, code, models, data compilations, creative works or other works created or developed by the Consultant in the course of providing the services to a User. Likewise, “Results” means any conclusions, findings, recommendations, assessments, outcomes, configurations or other results generated in the context of the Consultancy (whether or not embodied in a Deliverable).

Codex does not require, nor expect any Consultant to provide, furnish, elaborate, draft or otherwise make available to the User any Deliverables nor Results. Any Deliverables and/or Results shall be agreed upon between Consultant and User, and Codex shall not be a part of that relationship nor validate, endorse, guarantee or analyze any such Deliverable and/or Result.

Each of Codex, the Consultant and the User shall retain all right, title and interest in and to any intellectual property rights that existed prior to the provision of the relevant Consultancy or that are developed independently of the Consultancy (“Background IP”). Nothing in these Terms and Conditions shall operate as an assignment of Background IP, except as may be expressly agreed in writing between the User and the Consultant.

The Consultant shall be entitled to re-use freely, for itself and for other clients, any know-how, skills, methods, techniques, ideas, concepts, generic templates, tools, components or formats that are developed, refined or used in the course of providing the services, provided that such re-use does not entail the disclosure of the User´s confidential information. Nothing in these Terms and Conditions shall prevent any Consultant from providing similar Consultancies or creating similar deliverables for other users, provided that they comply with its confidentiality and data protection obligations.

The Parties acknowledge that, save for any rights that may be necessary for hosting or technical operation of the Platform and for any anonymized or aggregated use clearly separated from User-identifiable content, Codex does not acquire any intellectual property rights in the Deliverables or Results as between the Consultant and the User. Codex shall not be a party to, nor responsible for, any agreements between the User and the Consultant regarding the allocation or transfer of such rights.

Codex is not responsible for ensuring that the Deliverables and Results, and the allocation of rights therein, comply with applicable law and with any contractual commitments made to the User, if any. Codex does not review, approve, supervise or warrant the allocation of intellectual property rights between the Consultant and the User and shall not be liable for any disputes, claims or losses arising in relation thereto.

Furthermore, the Platform may display, host or provide access to content, information, materials, profiles, documentation, statements, advice, links or other resources originating from Consultants, including links to external websites or platforms over which Codex has no control.

All such Consultant content is provided solely for convenience and is the exclusive responsibility of the Consultant. Codex does not endorse, verify, guarantee, supervise or assume any liability for: (i) the accuracy, completeness, legality, reliability or usefulness of any information or materials provided by Consultants, whether on the Platform or outside of it; or (ii) any external websites, resources or content linked to or referenced from the Platform.

8. FUNCTIONING OF OUR ALGORITHMIC SELECTION.

The Platform includes an AI-assisted matching functionality designed to help Users identify Consultants whose expertise may be relevant to their stated needs. When a User submits a question, topic or keyword through the search interface, the Platform processes this input using a large language model or other algorithmic techniques.

To generate suggestions, the algorithm analyses publicly available and Consultant-provided information, which may include:

1. publication abstracts and scientific summaries,

2. elements of the Consultant’s CV and areas of expertise, and

3. conflict-of-interest disclosures provided through the Platform.

Based on this analysis, the algorithm may display up to three Consultants whose profiles appear semantically aligned with the User’s query. These suggestions are generated automatically and solely for informational purposes. The algorithmic recommendations:

1. do not constitute an endorsement, validation or assignment of any Consultant;

2. do not guarantee suitability, accuracy, completeness or scientific relevance;

3. are based on information supplied by Consultants and on automated processing methods that Codex does not verify; and

4. must not be relied upon as professional, scientific or regulatory advice.

Users remain solely responsible for assessing the suitability of any Consultant they choose to engage.

9. CONFIDENTIALITY.

The User acknowledges that, in the context of booking and receiving the Consultancy through the Platform, it may receive or obtain access to confidential, sensitive or proprietary information belonging to the Consultant. Such information may include technical data, research materials, scientific methodologies, business information, documentation, analyses, and any other non-public information disclosed for the purpose of delivering the consultancy services (“Confidential Information”).

As a condition for receiving any Consultancy and/or Session, the User agrees to treat all Confidential Information as strictly confidential and undertakes to:

1. maintain such Confidential Information in strict confidence;

2. not disclose the Confidential Information to any non-authorized third party;

3. not use the Confidential Information for any purpose other than receiving the Consultancy; and

4. not copy, reproduce, distribute, make available, transform, translate, create derivative works from, or otherwise use or otherwise process the Confidential Information except as strictly necessary for the session.

10. CUSTOMER SUPPORT.

The User shall have access to a customer support service operated by Codex, through which the User may submit any questions, complaints or suggestions relating to the Platform. Customer support may be contacted by email at the address designated by Codex for this purpose: support@codex-insights.com

Codex will endeavour to respond to any queries, complaints or suggestions within forty-eight (48) hours. For payment-related issues Codex will provide a response within twenty-four (24) hours. Codex’s customer support will be available from Monday to Friday, 09:00 to 18:00 CET, excluding bank holidays.

Users may contact customer support to report, among other matters, any suspected violation of these Terms and Conditions, any misconduct by a Consultant, or to submit inquiries relating to their own account or the account of another User, where appropriate.

11. PAYMENT, FEES AND TAXES.

11.1.Payment and Fees

The fees applicable to each Session (hereinafter, the “Service Fees”) are determined solely by the Consultant and displayed on the Platform prior to booking. Codex does not set or control Consultant pricing.

The User shall review the applicable Service Fees before confirming any booking. By confirming a booking, the User irrevocably authorizes Codex and/or the designated payment service provider to charge the full amount indicated on the Platform.

All payments for Sessions must be made upfront through the payment methods enabled on the Platform. No alternative payment methods or direct payments to Consultants are permitted. Any attempt to circumvent the Platform’s payment process will constitute a material breach of these Terms and Conditions.

The User acknowledges that Codex does not provide regulated payment services and acts solely as a technical and commercial intermediary. Payments are processed exclusively by duly authorized third-party payment service providers, in accordance with their own terms and applicable law.

To the extent legally permitted, amounts paid by Users for Sessions are processed and, where applicable, held by the designated payment service provider and shall not be considered funds of Codex at any time.

Once the User completes a booking for a Session, an invoice for the Service Fees will be issued directly by the Consultant. Such invoices are generated automatically through the Platform based on the information provided by the Consultant. Codex assumes no responsibility for the accuracy, legality or completeness of invoices issued by Consultants.

The User is solely responsible for ensuring that the payment method provided is valid, accurate and authorized, and for all amounts incurred through the User’s account, including providing the correct invoicing information. The User acknowledges and agrees that: (i) payments may fail, be declined or be reversed for reasons outside Codex’s control; (ii) refunds are not permitted except as expressly provided in these Terms and Conditions; (iii) Codex is not responsible for any delays, errors or failures attributable to the payment service provider; and (iv) Codex will not rewrite any invoice once it has been automatically delivered.

The User acknowledges that Codex does not accept, hold or manage cash or other offline payments, and shall not be required to advance funds, guarantee payments, or intervene in disputes relating to payments or invoicing between Users and Consultants.

11.2 Taxes

The Service Fees displayed on the Platform will indicate whether they include or exclude VAT or other applicable taxes. The User is solely responsible for assessing and, where applicable, accounting for any tax consequences arising from booking Sessions through the Platform.

The User acknowledges that the Consultant acts as an independent professional and is solely responsible for determining the applicable taxes, issuing legally compliant invoices, and fulfilling any tax, accounting or regulatory obligations arising from the provision of the Consultancy.

If any payment made by the User is subject to reversal, chargeback, dispute, fraud investigation or similar event, Codex may, at its sole discretion, cancel the corresponding booking, deny access to the Session, suspend the User’s account, or take any other measure necessary to protect the Platform, the Consultants or third parties.

The User shall not hold Codex liable for: (i) the Consultant’s pricing; (ii) any errors, omissions or deficiencies in invoices issued by Consultants; (iii) any tax obligations of Consultants or Users; (iv) the performance or availability of payment services.

12. WARRANTIES AND LIABILITIES.

12.1.Codex´s Responsibilities and Platform Availability.

Codex will make reasonable efforts to maintain the Platform in good working order and to ensure that the content and functionalities available through it are accurate, up to date and appropriate. If technical issues, errors or failures that may affect the availability or proper functioning of the Platform are detected, Codex will endeavour to address them within a reasonable time.

NOTWITHSTANDING THE FOREGOING, THE PLATFORM AND ALL FUNCITIONALITIES, TOOLS AND MATERIALS MADE AVAILBLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, PROVIDED THAT CODEX HAS ACTED WITH PROFESSIONAL DILIGENCE.

To the fullest extent permitted by applicable law, Codex expressly disclaims all warranties, representations and conditions, including but not limited to:

1. Codex does not warrant the accuracy, completeness, reliability, usefulness or suitability of any information, materials or content available on the Platform, including information provided by Consultants in Sessions and/or the Consultancy.

2. Codex does not guarantee the availability of any Session, time slot or Consultant. All availability information shown on the Platform is provided solely by each Consultant, who is exclusively responsible for defining, updating and maintaining their own availability. Codex shall not be liable for any changes, inaccuracies or lack of availability.

3. Codex does not warrant the continuous, uninterrupted or error-free operation of the Platform, nor the absence of technical issues, delays, interruptions or failures in communications networks or third-party systems.

4. Codex does not warrant that the Platform or the servers hosting it will be free of viruses, malware or any other harmful components. The User is responsible for implementing appropriate security measures, including antivirus and malware protection tools.

5. Any content, information, data or materials provided by Consultants or other third parties remain their sole responsibility. Codex cannot ensure and does not assume liability for the legality, accuracy or quality of such content.

6. Codex shall not be liable for any decisions made by the User based solely on information obtained through the Platform, nor for any damages resulting from such decisions.

7. Codex shall not be liable for damages arising from: (i) improper negligent, fraudulent or unlawful use of the Platform; (ii) breaches of these Terms and Conditions by the User; (iii) actions or omissions of Users, Consultants or third parties; or (iv) use of outdated browsers, devices or systems.

8. Codex is not responsible for damages caused by failures, interruptions, suspensions or disconnections in telecommunications networks, internet providers or any other systems outside its reasonable control.

12.2.Limitation of Liability.

To the maximum extent permitted by applicable law:

1. Codex shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages of any kind, including loss of profits, business interruption, loss of revenue, loss of data, loss of business opportunities or reputational damage.

2. Codex total aggregate liability arising out of or in connection with the Platform, whether contractual, tortious or otherwise, shall be strictly limited to the amount paid by the User to Codex in connection with the relevant Session giving rise to the claim (if any).

3. No liability arising under these Terms and Conditions shall entitle the User to seek or obtain precautionary or interim judicial measures affecting the operation of the Platform.

4. Codex shall not be responsible for the quality, accuracy, safety, performance or legality of any Consultancy  provided by Consultants. The User acknowledges that all Consultancy are provided exclusively by the Consultant, that Codex´s service is limited to facilitating contact between Consultant and User through the Platform, any Consultancy is performed under a separate relationship to which Codex is not a party.

The limitations and exclusions set out in this Clause shall apply equally to Codex, its affiliates, parents, licensors, their respective directors, shareholders, investors, subsidiaries, successors, attorneys, representatives, insurers and agents.

13. MODIFICATION TO THESE TERMS AND CONDITIONS OR THE PLATFORM.

Codex may modify these Terms and Conditions, as well as any other associated documentation forming part of them, and/or any functionalities, processes or features of the Platform, at any time. Updated versions of these Terms and Conditions will be published on the Platform and will become effective upon publication, unless a longer notice period is required by applicable law.

Codex will inform Users of material changes by reasonable means, which may include displaying a notice within the Platform or sending and/or email to the address associated with the User’s account.

If the User does not agree with the updated Terms and Conditions, the User may exercise the right to opt out by deactivating their account and ceasing all use of the Platform. Continued access to or use of the Platform after the date of the updated Terms and Conditions shall constitute the User’s full and unconditional acceptance of such amendments.

All clauses and provisions of these Terms and Conditions shall be interpreted independently. If any provision is held invalid, unlawful or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by one that most closely reflects the intent and economic effect of the original provision, to the extent permitted by law.

14. GOVERNING LAW AND JURISDICTION.

In case of dispute or conflict of interpretation of these Terms and Conditions, (including non-contractual disputes, claims or doubts) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Spain.

In their capacity as a professional user, acting within the scope of their economic activity, the User irrevocably agrees that the competent courts of Madrid, Spain shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.