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Solid Terms of Service

Effective Date: September 23, 2026

These Terms of Service (the “Terms”) are a binding agreement between you and Codapt Inc., a Delaware corporation (“Codapt,” “we,” “us,” or “our”), governing your access to and use of Solid, solid.tech, and any related software, websites, applications, systems, content, and services we provide (collectively, the “Services”).

By creating an account, purchasing a plan or Credits, submitting a Project, or otherwise accessing or using the Services, you agree to these Terms and acknowledge our Privacy Policy. If you use the Services on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” includes that organization.

If you do not agree to these Terms, do not use the Services.

1. Eligibility and Accounts

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services. You may not use the Services if applicable law prohibits you from doing so.

You may be required to sign in through a third-party identity provider, verify a phone number, or provide other account information. You must provide accurate, current, and complete information and keep it updated. You are responsible for activity associated with your account and for maintaining the security of any devices, accounts, credentials, and authentication methods used to access Solid.

You may not sell, transfer, share, or provide access to your Solid account in a manner that violates these Terms. You must notify us promptly at contact@solid.tech if you believe your account has been compromised.

By providing an email address or phone number, you agree that we may send you transactional, security, account, billing, and service-related communications. We may send marketing communications where permitted by law, and you may opt out of marketing communications using the instructions provided in them.

2. Solid and Projects

Solid is an AI-powered managed service that helps users pursue tasks, goals, software projects, and other requested outcomes. A request, goal, task, instruction, workflow, or related body of work submitted through the Services is a “Project.”

Codapt may perform a Project using any combination of artificial intelligence, other automated systems, Codapt personnel, affiliates, independent contractors, subcontractors, and third-party products, services, accounts, infrastructure, and other resources. Projects are not necessarily performed exclusively by AI or exclusively by people.

Codapt may determine and change the people, systems, models, methods, tools, providers, sequence of actions, and resources used to perform a Project. We may interpret, prioritize, combine, clarify, pause, refuse, or stop work on instructions when appropriate.

Codapt is an independent contractor. These Terms do not create a partnership, joint venture, employment relationship, fiduciary relationship, or general agency relationship between you and Codapt. Codapt's authority in connection with a Project is described in Section 3.

3. Authorization to Act on Project Instructions

3.1 Delegation and Methods of Performance

By submitting a Project, you engage Codapt to attempt to carry it out using Solid and resources selected by Codapt. You authorize Codapt to interpret your instructions and the surrounding context, determine an approach, and select and take implementation steps that Codapt determines are reasonably related to pursuing, performing, supporting, or completing the Project. This authorization is not limited to steps expressly identified in your instructions and does not require separate confirmation before each action. Codapt may make judgments, assumptions, selections, and decisions in performing a Project, and they may be mistaken.

Depending on the Project, actions may include:

  • interacting or communicating with third parties;
  • accessing, creating, configuring, operating, connecting, modifying, or discontinuing accounts, software, infrastructure, and other resources;
  • generating, modifying, deploying, publishing, transmitting, or deleting code, content, and data;
  • using information supplied by you or encountered in connection with the Project; and
  • submitting forms, carrying out transactions, and incurring Project Charges against your available Credits.

3.2 Execution Risks and Acceptance of Risk

Solid uses fallible automated and human processes that may misunderstand or incorrectly execute instructions or take unintended actions. Actions may differ from or conflict with your intended or expressed instructions and may have material or irreversible consequences, including communications, publication, purchases, or changes to data and accounts. Codapt does not guarantee that an action can be reversed or remedied.

Instructions expressed through prompts, conversations, or other natural-language communications are not guaranteed technical safeguards. Codapt does not warrant that every instruction, restriction, preference, or request for confirmation will be correctly interpreted or followed.

To the maximum extent permitted by applicable law, you knowingly accept these execution risks, including risks arising from ordinary errors, omissions, and negligence in performing or attempting to perform a Project, subject to the allocation of responsibility and limitations of liability in these Terms, including Section 18.

You are responsible for deciding whether a Project is appropriate for delegation to Solid, reviewing material results, and maintaining appropriate backups and access controls for systems you control. You should not submit a Project unless you are comfortable with the delegation and risks described in this Section.

4. Your Instructions, Authority, and Responsibilities

You are responsible for your Projects, instructions, User Content, and use of Project results. You represent and warrant that:

  1. you have all rights, authority, permissions, licenses, notices, and consents necessary for Codapt to process the information you provide and perform the actions you request;
  2. your instructions and use of the Services comply with applicable law and do not violate any agreement or duty you owe to another person;
  3. you are authorized to access and use any account, system, credential, data, content, identity information, contact list, repository, domain, service, or other resource involved in a Project;
  4. information you provide about yourself, your organization, or another person is accurate and not misleading in any material respect; and
  5. you will not ask Codapt or Solid to misrepresent a legal identity, ownership interest, authorization, certification, consent, qualification, or other material fact.

If your Project involves personal information, communications, generated applications, end users, customers, employees, patients, applicants, tenants, students, or other third parties, you are responsible for providing legally required notices, obtaining legally required consents, honoring applicable rights, and establishing a lawful basis for the requested processing.

Codapt may rely on the instructions and information submitted through your account without independently verifying your authority, ownership, permissions, or legal compliance.

5. People, Contractors, and Third-Party Resources

Codapt may use, engage, interact with, procure, replace, or discontinue personnel, affiliates, contractors, subcontractors, services, platforms, models, providers, professionals, accounts, infrastructure, products, and other resources selected by Codapt in connection with the Services or a Project.

Codapt may change these resources without amending these Terms or providing notice of each change, except where notice, consent, or another procedure is required by applicable law or a separate written agreement.

The people and systems involved may access, review, store, transmit, modify, and otherwise process User Content and Project Data, including credentials and sensitive information, for the purposes permitted by these Terms and the Privacy Policy. Human personnel and contractors may directly assist in fulfilling requests, as well as provide support, security, and quality review. Applicable restrictions on data use continue to apply when Codapt uses other people or systems.

Third-party products and services may have their own requirements, restrictions, policies, pricing, and terms. Codapt does not control their independent practices or guarantee their availability, performance, security, or continued operation. This provision does not eliminate obligations that applicable law imposes on Codapt for its own activities or its use of service providers.

6. Credentials and Sensitive Information

A Project may involve passwords, API keys, access tokens, session information, authentication codes, account data, source code, customer data, financial information, or other sensitive information. You authorize Codapt and the people, systems, and resources it uses to process that information as reasonably connected to the Services and your Project.

Depending on how a Project is performed, credentials and sensitive information may be visible to or processed by automated systems, Codapt personnel, contractors, and third parties. Do not provide information that is unnecessary for the Project. You should use scoped or temporary credentials where practical and rotate, revoke, or replace credentials after a Project when appropriate.

Codapt may refuse to use, remove, mask, rotate, invalidate, or require replacement of credentials or other information when we consider it appropriate for security, legal, operational, or other reasons.

Codapt-owned payment cards, internal accounts, master credentials, service accounts, tools, infrastructure, and other internal resources remain Codapt property. You have no right to view, extract, possess, transfer, or use them except through the functionality Codapt makes available as part of the Services.

7. Third-Party Accounts and Project Resources

Projects may use resources controlled by Codapt, resources you already own or control, and resources established in connection with the Project. Registrations, applicable third-party arrangements, and any express written agreement with Codapt determine the rights in a particular resource.

Accounts, subscriptions, credentials, infrastructure, and other resources established or maintained in Codapt's name remain under Codapt's control unless Codapt expressly agrees otherwise in writing. Codapt does not guarantee that you will receive ownership, direct access, credentials, or a transfer of a Codapt-controlled resource, or that any third-party resource will be transferable or remain available.

When your subscription ends, Credits are insufficient, your account is suspended or terminated, or a Project is discontinued, Codapt may suspend, cancel, delete, relinquish, replace, or stop operating or funding Codapt-controlled Project resources. Codapt may also stop providing access through Solid to other resources and discontinue arrangements Codapt funds to provide the Project. This may interrupt applications or services or result in loss of data held in affected resources. Termination and applicable refunds are addressed in Section 16.

These provisions do not transfer to Codapt any rights you already hold in your own accounts, data, or other assets. Actions within customer-controlled resources are governed by the Project authorization in Section 3; ending your Solid subscription does not itself grant Codapt ownership of those resources or a separate right to delete unrelated assets.

Codapt has no obligation to continue paying for, funding, operating, or supporting a Project resource when sufficient Credits are unavailable. Codapt may use its own accounts, payment instruments, and commercial arrangements to obtain resources used to provide the Services. Purchasing or using Credits does not give you access to or control over those payment instruments or underlying funds, or authorize you to use them independently of the Services.

8. Plans, Billing, Credits, and Project Charges

8.1 Paid Plans and Automatic Renewal

Paid plans are billed in advance each month unless otherwise stated at purchase. The price, billing frequency, included benefits, and applicable purchase terms are presented when you subscribe. Your plan automatically renews until canceled, and you authorize Codapt and its payment processor to charge the recurring plan price and applicable taxes to your payment method.

You may cancel through the subscription controls provided in the Services or by contacting contact@solid.tech. Unless you request earlier termination, cancellation stops future renewals and takes effect at the end of the current paid billing period. Customer cancellation does not entitle you to a refund for that period except as required by law. Codapt-initiated termination is addressed in Section 16.

8.2 Service Credits

The Services may use units called “Credits.” Credits represent prepaid or included capacity to use Codapt's Services, not funds held for you or a general-purpose payment account. They may be used only through the Services and cannot be transferred, sold, gifted, exchanged, withdrawn, or redeemed for cash, except for refunds expressly provided in these Terms or required by law.

Credits included with a monthly plan expire at the end of the billing period in which they are issued and do not roll over. Credits purchased separately as a top-up expire one year after purchase, except where applicable law prohibits expiration or requires a longer validity period.

Unused Credits are nonrefundable except as provided in Section 16 or required by law. Promotional or complimentary Credits may have additional conditions disclosed when issued and do not have a cash refund value unless required by law.

8.3 Project Charges and Spending

Work, usage, purchases, and other resources associated with a Project consume Credits at the applicable Solid rates made available through the Services (“Project Charges”). Rates may include service fees, third-party costs, markups, taxes, and currency conversion. They do not necessarily equal Codapt's underlying costs or wholesale prices. Work and resources used in an unsuccessful or incomplete attempt may still incur Project Charges.

Codapt may estimate Project Charges, reserve Credits before an action, and reconcile reservations or deductions with recorded usage. An estimate is not a fixed-price quote unless expressly identified as one. Rates may vary by the work, resource, or service involved and may change prospectively as described in Section 8.4. Codapt does not have to disclose its underlying vendor invoices, discounts, or other confidential commercial information.

Your available Credits set the budget for Project Charges. Codapt may decline, pause, limit, or stop work or resources when Credits are insufficient. Submitting a Project does not authorize Solid to purchase additional Credits or make additional charges to your payment method. Charges beyond your available Credits require separate authorization; recurring plan charges separately authorized when you subscribe are not additional Project spending. Codapt has no obligation to incur additional costs or continue funding resources when sufficient Credits are unavailable.

8.4 Prices, Payment Failures, and Taxes

We may change plan prices, included Credits, and usage rates prospectively. We will notify you of material changes to recurring plan prices before they take effect so that you can cancel before the affected renewal, and will provide any additional notice or choice required by law.

You are responsible for applicable taxes and similar governmental assessments, excluding taxes on Codapt's net income. If an authorized payment fails or is reversed, we may suspend access, revoke Credits associated with the unpaid amount, and recover amounts lawfully owed. This does not restrict your right to raise a good-faith billing dispute or exercise mandatory payment rights.

9. User Content and Project Data

“User Content” means prompts, instructions, files, code, data, messages, credentials, images, recordings, feedback, and other information you or your users submit, make available, or cause Solid to access. “Project Data” includes User Content and information generated, observed, obtained, inferred, recorded, or processed in connection with a Project.

As between you and Codapt, you retain any ownership rights you have in User Content. You grant Codapt a worldwide, nonexclusive, royalty-free license, sublicensable to the people and providers involved and transferable with the Services, to access, host, store, reproduce, use, modify, transmit, disclose, and otherwise process User Content and Project Data for these purposes:

  • providing, performing, administering, personalizing, supporting, and securing the Services and Projects;
  • communicating with you and third parties in connection with Projects;
  • troubleshooting, testing, evaluating, and improving the functionality, reliability, and safety of the Services;
  • investigating misuse, preventing fraud, enforcing agreements, protecting rights and safety, and complying with law; and
  • producing and using aggregated or deidentified operational information for those purposes.

The license includes publication or distribution when connected to a Project, such as deploying an application or sending a communication. It does not authorize Codapt to publish private Project contents for unrelated purposes or to use private Project contents or credentials for advertising targeting. Advertising uses of account, device, website, marketing, and conversion information are described separately in the Privacy Policy.

Codapt does not use information collected through the Services to train or fine-tune AI or machine-learning models for Codapt, and does not commission third parties to do so on Codapt's behalf. Using existing models to process Project information, and reviewing or evaluating service performance, are separate from model training. Providers used to deliver the Services may have their own retention and model-improvement practices, as explained in Section 3.4 of the Privacy Policy. This is not a representation that every third-party provider applies a no-training or zero-retention policy.

All processing is subject to applicable law, applicable restrictions on the source of the information, and any controlling written agreement. This license continues only for as long as needed for its permitted purposes and lawful retention described in the Privacy Policy; retaining information does not create additional usage rights.

You represent that you have the rights and authority needed to provide User Content and permit its processing for your Project. Your responsibility for information you provide does not eliminate Codapt's own obligations under applicable law.

10. Outputs, Generated Code, and Intellectual Property

“Outputs” means code, text, images, configurations, designs, plans, files, and other materials generated specifically in response to your Project.

As between you and Codapt, and subject to payment of applicable fees and Project Charges, Codapt assigns to you any rights Codapt has in Outputs to the extent transferable under applicable law. This does not transfer ownership of Solid or Codapt's pre-existing or independently developed technology, systems, tools, methods, or reusable components, or rights owned by third parties. A component's general usefulness does not by itself give Codapt ownership of your User Content.

To the extent Codapt-owned materials are embedded in an Output for which you have satisfied any applicable payment obligations and needed to use it, Codapt grants you a perpetual, irrevocable, nonexclusive, worldwide, royalty-free license to use, run, reproduce, modify, display, perform, distribute, and commercially exploit those materials as part of that Output or its derivatives. You may sublicense or transfer those embedded rights with the Output. This license survives termination but does not permit extracting and selling Codapt's underlying technology as a standalone product or accessing Codapt's hosted Services without an applicable subscription.

Outputs may not be unique and may be similar to outputs provided to other users. Codapt does not warrant that Outputs are accurate, complete, secure, non-infringing, or suitable for production or a particular purpose.

Outputs may include open-source software and other third-party materials governed by separate licenses. You are responsible for reviewing applicable licenses and rights before using, distributing, or commercializing an Output. Codapt cannot transfer rights it does not own.

11. Acceptable Use

You may not use the Services or direct a Project to:

  1. violate any law, regulation, court order, sanctions program, export-control rule, or legally binding restriction;
  2. commit or facilitate fraud, deception, impersonation, identity misuse, false statements, false certifications, account abuse, payment abuse, or evasion of verification requirements;
  3. access, test, disrupt, damage, surveil, scrape, or use an account, device, network, system, or data without authorization;
  4. create, distribute, deploy, or facilitate malware, phishing, credential theft, destructive code, unauthorized exploitation, denial-of-service activity, or circumvention of security controls;
  5. send unlawful or abusive communications, spam, harassment, unlawful automated calls or messages, or communications to recipients for whom required consent has not been obtained;
  6. collect, use, disclose, or infer personal information without appropriate rights, notices, consents, and legal authority;
  7. use Credits or Codapt resources primarily to transfer value, send money to arbitrary recipients, obtain cash equivalents or gift cards, conduct money transmission, trade securities, lend money, gamble, or transmit cryptocurrency;
  8. purchase, sell, facilitate, or promote illegal or highly regulated goods or services, including unlawful weapons, controlled substances, trafficking, or sanctioned goods;
  9. make or materially assist final decisions about another person’s employment, housing, credit, insurance, education admission, government benefits, medical treatment, or other similarly high-impact matters without legally required safeguards and meaningful qualified human oversight;
  10. create or distribute child sexual abuse material, sexual exploitation, nonconsensual intimate content, trafficking content, or content or instructions intended to facilitate serious physical harm;
  11. infringe, misappropriate, or violate intellectual-property, privacy, publicity, confidentiality, contractual, or other rights;
  12. reveal, extract, possess, transfer, resell, or use Codapt-owned payment methods, credentials, accounts, or resources outside the authorized Services;
  13. interfere with, reverse engineer, evade limits on, resell, or exploit the Services except as expressly permitted by law or Codapt in writing; or
  14. engage in conduct that Codapt reasonably believes creates legal, security, financial, reputational, operational, or safety risk to Codapt, users, or third parties.

Codapt may investigate suspected violations and may refuse, limit, or stop any Project in its discretion. Prohibited uses are not limited to the examples above.

12. Generated Applications, Communications, and End Users

You are responsible for how you deploy and use websites, applications, services, databases, communications, and other products created through your Projects, including the content and business activities you direct, required end-user notices and consents, and ongoing maintenance and security of systems you control. This does not eliminate obligations applicable to Codapt for its own provision of the Services.

You are responsible for providing appropriate terms, privacy notices, cookie notices, disclosures, consent mechanisms, accessibility, customer support, security measures, and regulatory compliance for your generated applications and services. Solid does not provide legal advice and does not guarantee that generated policies, disclosures, consent flows, or compliance features satisfy applicable law.

If a Project sends email, SMS, calls, notifications, or other communications, you are responsible for recipient consent, sender identification, opt-out handling, suppression lists, content, frequency, and compliance with communications and marketing laws. You may not use purchased, scraped, or obtained contact information unless you have authority to use it for the requested communication.

13. Privacy

Our Privacy Policy describes how information is collected, used, disclosed, and retained, including processing by automated systems, human personnel, contractors, and third parties. It also explains Codapt's model-training position, third-party provider practices, and advertising and privacy choices. Acknowledging the Privacy Policy is not a substitute for consent where separate consent is required by law.

Where applicable law requires additional controller–processor or other data-processing terms for your use of the Services, those terms must be in place for the relevant processing. Any applicable data-processing agreement controls over conflicting general provisions concerning that processing.

14. Feedback

You may provide suggestions, ideas, and feedback about the Services. You grant Codapt a perpetual, worldwide, royalty-free right to use and implement those suggestions without compensation. This does not expand Codapt's rights to use personal information or private Project contents, or override the restrictions in Section 9 and the Privacy Policy.

15. Changes to the Services and Terms

We may add, remove, modify, suspend, or discontinue parts of the Services. No particular model, feature, provider, integration, or Project method is guaranteed to remain available. Changes affecting paid service are subject to Sections 8 and 16 and applicable law.

We may update these Terms. The updated version will identify its effective date. We will give notice of material changes and obtain any acceptance required by law. Subject to those requirements, continued use after changes become effective constitutes acceptance. Changes do not retroactively alter accrued claims or eliminate commitments applicable to previously collected information.

Statements made by Solid, Outputs, and automated Project communications do not amend these Terms or independently create warranties, privacy commitments, security commitments, or service levels. Additional contractual commitments must be made in an applicable written agreement by an authorized representative of Codapt. This does not exclude responsibilities for representations that cannot lawfully be disclaimed.

16. Suspension and Termination

You may stop using the Services at any time and cancel your subscription as described in Section 8.

Codapt may refuse, limit, suspend, or terminate access or a Project if you breach these Terms, fail to make an authorized payment, use the Services unlawfully, or create material security, safety, financial, or operational risk. We may act immediately where reasonably needed to address risk, comply with law, or respond to a third-party restriction. When practicable and appropriate, we will provide notice and an opportunity to address the issue.

Codapt may also discontinue Services or terminate an account for convenience or because providing the affected Services is no longer commercially or technically practicable. Where reasonably practicable, we will give advance notice. If Codapt ends paid Services for such a reason, rather than because of your breach, nonpayment, or unlawful use, we will refund the unused, unexpired purchased Top-Up Credits affected by the termination at the amount actually paid. We will also provide a proportionate refund for the unused portion of the affected current paid subscription, taking account of the remaining period and benefits already used, without double-counting Credits. This does not create a refund right for completed work, already consumed resources, or complimentary Credits, except where required by law.

Upon suspension or termination, Codapt may stop Projects and discontinue resources as described in Section 7. Access to data, Outputs, and deployments through Solid may end. You should retain copies of information you need and export available materials before ending your account. Codapt does not guarantee migration or transfer of hosted resources or third-party accounts.

Unused Credits otherwise remain subject to Section 8. Lawful retention and deletion are governed by the Privacy Policy. Provisions that by their nature should survive will survive, including accrued payment obligations, applicable licenses, ownership, disclaimers, liability limitations, dispute terms, and restrictions on permitted data use.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, PROJECTS, OUTPUTS, AND RELATED RESOURCES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CODAPT DISCLAIMS WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, EXCEPT FOR COMMITMENTS EXPRESSLY MADE IN AN APPLICABLE WRITTEN AGREEMENT AND RIGHTS THAT CANNOT LAWFULLY BE DISCLAIMED.

Codapt does not guarantee successful Project completion, a particular result, uninterrupted availability, error-free Outputs, or preservation or transfer of third-party resources. The execution risks described in Section 3 apply to both automated and human-assisted work.

The Services do not provide licensed legal, medical, financial, accounting, tax, investment, or other professional advice. Obtain appropriate professional review for matters requiring it and evaluate Outputs before relying on them.

Nothing in this Section excludes mandatory consumer protections or other rights that applicable law does not permit a contract to exclude.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODAPT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA TO THE EXTENT THOSE LOSSES CONSTITUTE INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CODAPT AND THE OTHER PARTIES IDENTIFIED ABOVE ARISING OUT OF OR RELATING TO THE SERVICES, PROJECTS, THESE TERMS, OR THE PRIVACY POLICY, INCLUDING LIABILITY FOR DIRECT DAMAGES NOT OTHERWISE EXCLUDED, WILL NOT EXCEED THE GREATER OF (A) US$100 OR (B) THE AMOUNT YOU PAID CODAPT FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

Application to Project Execution Claims. To the maximum extent permitted by applicable law, these exclusions and the aggregate cap apply to claims arising from the performance or attempted performance of a Project, including errors, omissions, failures to follow instructions or obtain confirmation, unintended actions, and actions alleged or determined to exceed the scope of a Project or authority granted by a user.

These protections apply regardless of whether a claim is asserted in contract, tort—including negligence—or under another legal theory. Their application is not conditioned on an action having been correctly performed, expressly requested, separately approved, or within the scope of the user's instructions, and they apply even if a remedy fails of its essential purpose.

Nothing in these Terms excludes or limits liability to the extent it cannot lawfully be excluded or limited. This Section does not reduce an express refund entitlement under Sections 8 or 16 or override a different liability allocation in a controlling written agreement.

19. Indemnification for Business Use

This Section applies only when you use the Services for business, trade, or professional purposes, and not when you act as a consumer for personal, family, or household purposes.

To the maximum extent permitted by law, you will defend and indemnify Codapt and its affiliates, personnel, contractors, and service providers against third-party claims and resulting liabilities, damages, and reasonable legal expenses to the extent arising from:

  • your unlawful instructions, your material breach of these Terms, or your misuse of the Services;
  • infringement or violation of another person's rights by content or materials you supply;
  • your lack of required authority, notices, consents, or rights for requested access, processing, or communications; or
  • your operation of a business or customer-facing application in violation of applicable law or another person's rights.

This obligation does not apply to the extent a claim results from Codapt's own breach of these Terms, negligence, or willful misconduct. Codapt will give reasonably prompt notice of a claim and reasonable cooperation at your expense. Codapt may participate in or assume control of the defense, but will not enter a settlement imposing an admission of fault or a nonmonetary obligation on you without your consent, not to be unreasonably withheld. You may not settle a claim in a manner that admits fault by or imposes obligations on Codapt without Codapt's prior written consent.

20. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Except where applicable law requires otherwise, any dispute arising out of or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in Delaware, and you and Codapt consent to personal jurisdiction and venue in those courts. To the extent permitted by law, each party waives any right to a trial by jury.

If you are a consumer, this Section does not deprive you of mandatory protections or rights that cannot be waived under the laws of your place of residence.

Before filing a formal claim, please contact contact@solid.tech so that the parties can attempt in good faith to resolve the dispute informally. The parties will ordinarily allow 30 days for that process. This does not prevent urgent relief, a complaint to an authority, compliance with a filing deadline, or exercise of a nonwaivable right.

21. General Terms

A separate written agreement signed by an authorized representative of Codapt may modify these Terms for a particular customer. If that agreement expressly conflicts with these Terms, the separate agreement controls only to the extent of the conflict.

You may not assign or transfer these Terms or your account without Codapt’s prior written consent. Codapt may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, financing, reorganization, sale of assets, or corporate transaction.

Codapt is not liable for delay or failure caused by events beyond its reasonable control, including failures of third-party services, networks, utilities, communications systems, suppliers, labor, government action, natural disasters, war, terrorism, civil unrest, cyberattacks, or internet disruption.

If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. Headings are for convenience only. These Terms do not create third-party beneficiary rights.

These Terms, the Privacy Policy, and any applicable separate written agreement constitute the entire agreement between you and Codapt regarding the Services and supersede prior or contemporaneous communications on that subject.

If these Terms are translated, the English version controls to the extent permitted by law.

22. Contact

Codapt Inc.
267 Eliot Street
Chestnut Hill, Massachusetts 02467
United States
Email: contact@solid.tech
Website: solid.tech