CodeADX LLC — Terms & Conditions

Version 2.0 • Effective Date: July 25, 2026 • Supersedes version dated February 21, 2025

These Terms & Conditions (this “Agreement”) govern access to and use of the websites, software, and services provided by CodeADX LLC (“CodeADX,” “we,” “us,” or “our”), including the CodeADX marketplace platform and MediaPilot, a CodeADX product (together, the “Services”). By accessing or using the Services, you confirm that you have read, understand, and agree to be bound by this Agreement. If you do not agree, do not understand, or have questions about this Agreement, immediately stop all use of the Services and contact info@codeadx.me. This Agreement may change from time to time without prior notice; the current version always governs, and the Effective Date above reflects the most recent revision.

This Agreement is organized in three parts: Part I – General Terms apply to all Services. Part II – Marketplace Terms apply if you use the CodeADX marketplace as a Content Creator or Advertiser. Part III – MediaPilot Terms apply if you subscribe to MediaPilot. Where a Part-specific term conflicts with a General Term, the Part-specific term controls for that Service only.

Definitions

Capitalized terms used throughout this Agreement have the meanings given in this section. Terms specific to the Marketplace Services are defined at the start of Part II, and terms specific to MediaPilot are defined at the start of Part III.

“CodeADX Platform” means the CodeADX-owned, controlled, or licensed servers, websites, and software used to provide the Services, including MediaPilot.

“Marketplace Services” means the CodeADX marketplace connecting Advertisers and Content Creators, as described in Part II.

“MediaPilot” means the broadcast and audio content platform offered by CodeADX for radio, streaming, podcast, and other media use, as described in Part III, including any related Companion Site or Companion App.

Part I – General Terms

The following terms apply to all users of the Services, including the Marketplace Services and MediaPilot, except where a Part-specific provision expressly states otherwise.

1. Eligibility

To enter into this Agreement, you must be at least 18 years old and, if entering into this Agreement on behalf of a company or organization, authorized to bind that entity. You also represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and are not listed on any U.S. government list of prohibited or restricted parties. By using the Services, you represent and warrant that you meet these requirements.

2. Term and Termination

This Agreement remains in effect until terminated. CodeADX may terminate this Agreement, or your access to a specific Service, at any time for any reason on at least 30 days’ notice, except that no advance notice is required where your conduct or commercial circumstances require immediate termination. You may terminate your use of a Service at any time by ceasing to use it. Upon termination, your license to use the applicable Service immediately ends and you must discontinue use of the CodeADX Platform. CodeADX will complete any outstanding payment obligations owed to you, subject to offset for amounts you owe CodeADX or claims CodeADX may have against you. You remain responsible for fulfilling any obligation you undertook under this Agreement prior to termination. In addition to termination, CodeADX may suspend your access to any Service, in whole or in part, while it investigates a suspected violation of this Agreement, suspected fraud, or a security risk; CodeADX will restore access if the investigation does not substantiate the concern.

3. License Grant; Intellectual Property

Subject to your compliance with this Agreement, CodeADX grants you a fully paid-up, limited, non-exclusive, non-transferable license to use the Services and the CodeADX Platform solely in accordance with this Agreement. The Services and CodeADX Platform are protected by intellectual property laws and owned by CodeADX or its licensors. This license does not convey any ownership interest in the Services, the CodeADX Platform, or their content.

The Services and CodeADX Platform make use of patented technology, including U.S. Patent Nos. 10,055,508, 10,673,771, and 11,663,218 B2. You agree not to create, use, reproduce, modify, or create derivative works based on any such patented technology, or any other technology licensed to you under this Agreement or included in the Services or CodeADX Platform, including any future patents or proprietary rights CodeADX may obtain.

CodeADX’s trademarks, logos, and service marks (“Trademarks”) are its proprietary marks. You agree not to display or use the Trademarks without CodeADX’s prior written consent. CodeADX’s confidential and proprietary information, including trade secrets, may not be disclosed, published, or disseminated without CodeADX’s prior written consent.

In addition, you may not, and may not permit or assist anyone else to: (a) copy, modify, translate, or create derivative works of the Services or CodeADX Platform, or any part of them; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, algorithms, or structure of the Services or CodeADX Platform, except to the extent this restriction is prohibited by applicable law; (c) rent, lease, lend, sell, sublicense, resell, or otherwise make the Services available to any third party, or use them on a service-bureau or timesharing basis; (d) access or use the Services to build, train, improve, or inform a competing product or service, or copy their features, functions, or user interface; (e) use any output generated by the Services, including MediaPilot Scripts and Break audio, to train, fine-tune, or develop any artificial-intelligence model or automated content-generation system other than through the Services themselves; or (f) remove, alter, or obscure any proprietary notices on or in the Services. All rights not expressly granted in this Agreement are reserved by CodeADX and its licensors. You acknowledge that a breach of this Section 3 would cause CodeADX irreparable harm for which monetary damages would be inadequate, and CodeADX is entitled to seek injunctive relief, in addition to all other remedies, without posting a bond.

Any access to the Services on a trial, demonstration, evaluation, pilot, or preview basis — including access provided through a credited, discounted, or complimentary account or invitation link — is subject to this Agreement, including this Section 3, whether or not a paid subscription or purchase follows. Non-public information observed or received during a trial, demonstration, or evaluation — including product design, features, functionality, architecture, and pricing — is CodeADX’s confidential information and may not be used for any purpose other than evaluating the Services, and in particular may not be used to design, build, train, or improve a competing product or service.

4. Limitations on User Conduct

You may use the Services only for lawful purposes and in accordance with this Agreement. You may not use the Services to:

  • engage in or promote any illegal activity;
  • promote hate speech, violence, or discrimination;
  • engage in spamming or phishing;
  • interfere with the proper functioning of the Services;
  • impersonate any person or entity or misrepresent your affiliation with one (authorized use of Voice Models and Studio Voices in accordance with Part III does not violate this rule);
  • infringe the intellectual property rights of others;
  • upload, post, or transmit viruses or malicious code;
  • damage, disable, overburden, or impair the Services;
  • harvest or collect information made available through the Services using automated tools for any purpose;
  • gain unauthorized access to the Services or related servers or networks; or
  • circumvent or attempt to circumvent any security or access-control technology used with the Services.

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You may not share your account or credentials with, or permit access to the Services by, any third party other than your own personnel who are acting on your behalf and bound by this Agreement. You must notify CodeADX promptly at info@codeadx.me of any unauthorized use of your account.

5. Communications; Reviews and Comments

Communications sent through the CodeADX Platform may not be secure and should not contain confidential information. You may post reviews and comments about the platform, but you may not post any content that is:

  • illegal, obscene, defamatory, threatening, harassing, abusive, or hateful,
  • infringing on the intellectual property rights of others, or
  • false or misleading.

If you provide CodeADX with feedback, suggestions, or ideas about the Services, CodeADX may use them freely, without restriction or compensation, and they do not create any confidentiality obligation.

6. No Employment Relationship

Your use of the Services does not create an employment or agency relationship with CodeADX. To the extent you provide any services to CodeADX, you do so as an independent contractor.

7. Payment Processing

CodeADX uses Stripe to process payments for the Services. Where a Service requires you to create a Stripe account, you agree to Stripe’s terms and conditions (stripe.com/legal) and privacy policy (stripe.com/privacy). Unless CodeADX expressly agrees otherwise in writing, all fees and payments under this Agreement are denominated and payable in U.S. dollars, and you are responsible for any currency-conversion costs. CodeADX is not responsible for disputes arising from Stripe’s processing and may change or add payment processors in its sole discretion. Service-specific billing terms (including MediaPilot subscription billing) are set out in the applicable Part.

8. Privacy

CodeADX’s privacy policy governs the collection and use of your personal information and is available on the CodeADX website at codeadx.com. Privacy questions and requests may be sent to info@codeadx.me.

9. Representations and Warranties

You represent and warrant to CodeADX that:

  • You have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions set forth herein.
  • The information you provide to CodeADX is true, accurate, complete and current.
  • Your use of the CodeADX platform will not violate any applicable laws or regulations, or infringe upon the rights of any third party, including without limitation any intellectual property rights, privacy rights or proprietary rights.
  • You will comply with all applicable laws, rules and regulations in connection with your use of the CodeADX platform.
  • You will not engage in any activities that would interfere with or disrupt the proper functioning of the CodeADX platform.

CodeADX makes no representations or warranties of any kind, express, implied, statutory, or otherwise, regarding the Services or CodeADX Platform, including any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or completeness. The Services are provided “as is” and “as available.” CodeADX does not guarantee that the Services will be available at all times, error-free, or free of harmful components.

The provisions of this section survive termination of this Agreement and your use of the Services.

10. Limitation of Liability

To the maximum extent permitted by law, CodeADX is not liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, use, or goodwill, arising from: (i) your access to, use of, or inability to access or use the Services or CodeADX Platform; (ii) any third party’s conduct or content on the CodeADX Platform; (iii) any content obtained through the Services; or (iv) any unauthorized access to or alteration of your transmissions or content. The aggregate liability of CodeADX under this Agreement will not exceed the greater of (a) $250, or (b) the fees paid by you to CodeADX in the one (1) month preceding the event giving rise to the claim, except that this limitation does not apply to CodeADX’s gross negligence, fraud, or intentional misconduct.

The CodeADX Platform may link to third-party websites. CodeADX is not responsible for the content or privacy practices of any third-party website.

The provisions of this section survive termination of this Agreement and your use of the Services.

11. Indemnification

You agree to indemnify, defend, and hold harmless CodeADX and its affiliates, officers, directors, agents, employees, and representatives from and against any claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses arising directly or indirectly from: (a) your breach of this Agreement; (b) your use of the Services or CodeADX Platform; (c) your violation of another party’s rights; or (d) your violation of any applicable law, rule, or regulation. CodeADX may, at its own expense, assume exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate in asserting available defenses. This obligation survives termination of this Agreement.

12. Entire Agreement; Waiver; Severability

This Agreement constitutes the entire agreement between you and CodeADX and supersedes all prior agreements and understandings, whether written or oral, regarding its subject matter. CodeADX’s failure to enforce any right or provision is not a waiver of that right or provision. If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect. Any provision of this Agreement that by its nature should survive termination — including Sections 3 (License Grant; Intellectual Property), 9 (Representations and Warranties), 10 (Limitation of Liability), 11 (Indemnification), 14 (Governing Law), and 21 (Dispute Resolution) — survives termination of this Agreement and your use of the Services.

13. Ownership Transfer

CodeADX reserves the right to reorganize CodeADX or transfer ownership of the Services and CodeADX Platform. If a transfer or reorganization requires assignment of this Agreement, you consent to that transfer or assignment.

14. Governing Law, Venue, and Jurisdiction

This Agreement is governed by and construed under the laws of the State of Delaware. Subject to Section 21 (Dispute Resolution; Arbitration), any dispute arising from this Agreement that is not subject to arbitration will be resolved in the courts of the State of Delaware.

15. Notices

Any formal legal notice required or permitted under this Agreement must be in writing and sent to CodeADX at info@codeadx.me. Notices to you will be sent to the email address associated with your account. Notice is deemed given when sent, provided that the sender has not received an automated notice of non-delivery.

16. Force Majeure

Neither party is liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor dispute, internet or telecommunications failure, or failure of a third-party service provider.

17. Taxes

Each party is responsible for its own income, franchise, and other taxes arising from amounts paid or received under this Agreement. Fees stated in this Agreement or presented at the time of purchase are exclusive of value-added tax (VAT), goods and services tax (GST), sales tax, withholding tax, and similar taxes, all of which are your responsibility where applicable; if you are required to withhold tax from a payment to CodeADX, you will gross up the payment so CodeADX receives the full amount due. CodeADX or its payment processor may issue tax reporting forms (such as IRS Form 1099-K) where required by applicable law, and you are responsible for providing accurate taxpayer information needed to prepare those forms.

18. Assignment

You may not assign, transfer, or delegate this Agreement, or any right or obligation under it, in whole or in part, without CodeADX’s prior written consent, and any attempted assignment without such consent is void. CodeADX may assign this Agreement without restriction, including in connection with the Ownership Transfer described in Section 13.

19. International Data Protection

Where applicable data protection law — including the EU General Data Protection Regulation, the UK GDPR, Brazil’s Lei Geral de Proteção de Dados (LGPD), Canada’s PIPEDA, or a similar law of any other jurisdiction — applies to personal data processed in connection with the Services, CodeADX processes that personal data as described in its privacy policy and only as needed to provide the Services. Upon written request, CodeADX will enter into a data processing agreement with a business customer, incorporating standard contractual clauses or another lawful transfer mechanism where required for international transfers. Voice recordings and audio samples submitted for Voice Model creation are processed solely to provide the requested voice-cloning functionality, including transmission to the third-party voice-cloning vendor described in Part III, Section 3. CodeADX will delete personal data upon verified request, subject to any retention required or permitted by applicable law, and nothing in this Agreement limits any right an individual has under applicable data protection law.

20. Consumer Rights

If you are an individual using the Services for purposes wholly or mainly outside your trade, business, craft, or profession, and the consumer protection laws of your country of residence grant you rights that cannot be limited or waived by contract, nothing in this Agreement (including the governing law, venue, and dispute resolution provisions) limits those rights, and you may be entitled to bring proceedings in, and rely on the mandatory laws of, your country of residence.

21. Dispute Resolution; Arbitration; Class Action Waiver

Except for disputes that qualify for small claims court or that seek injunctive relief for infringement or misuse of intellectual property or confidential information, any dispute arising out of or relating to this Agreement or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules), before a single arbitrator, with the seat of arbitration in New York, New York. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. All disputes must be brought on an individual basis only. Neither you nor CodeADX may bring a claim as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate more than one party’s claims. If this class action waiver is found unenforceable as to a particular dispute, that dispute (and only that dispute) will proceed in the courts described in Section 14.

Opt-Out. You may opt out of this arbitration provision by emailing info@codeadx.me within thirty (30) days of first accepting this Agreement, stating your name, account email, and intent to opt out. Opting out of arbitration does not affect any other provision of this Agreement.

22. Language

This Agreement is drafted and executed in English. Any translation is provided for convenience only; if there is a conflict between the English version and a translation, the English version controls, except where the mandatory law of your jurisdiction requires otherwise.

Part II – Marketplace Terms

The following terms apply in addition to Part I if you use the Marketplace Services as a Content Creator or Advertiser.

1. Marketplace Definitions

“Ad Campaign” means a specific advertising campaign for a product or service arranged, offered, and purchased using the Marketplace Services.

“Advertiser” means the individual or company who lists a promotion using the Marketplace Services on the CodeADX Platform.

“CodeADX Connector App for Shopify” means the software application provided by CodeADX for integration with Shopify stores.

“Content” means content provided by a Content Creator that is made available for an Ad Campaign using the Marketplace Services, including RSS feeds, YouTube feeds, or other social media feeds.

“Content Creator” means the individual or company who promotes products or services of Advertisers using the Marketplace Services.

“Content Creator Ad” means an advertisement for a product or service included in a podcast, YouTube video, TikTok video, Instagram post, radio or TV broadcast, or other form of communication.

“Content Creator Fee” means the commission earned by a Content Creator for promoting products or services of Advertisers.

“Content Creator Promo Code” means a unique code generated for a Content Creator’s audience to use when purchasing products or services from Advertisers.

“Deal” means a specific agreement between an Advertiser and a Content Creator regarding the promotion of a product or service.

“De-list” means the process by which an Advertiser removes a promotion from the CodeADX Platform.

“Install” means the process of integrating the CodeADX Connector App with a Shopify store.

“Merchant” means an individual or company who offers products or services for sale to the public through the Marketplace Services.

“Promo File” means the product information, payment terms, promotion style, and active dates uploaded by an Advertiser concerning a specific Deal.

“Promotion” means the advertising or marketing of a product or service through the Marketplace Services.

“Request to Promote” means the process by which a Content Creator requests to promote a specific product or service of an Advertiser.

“Run Dates” means the specific time period during which the agreed-upon Deal terms and Content Creator Promo Codes are valid and redeemable by customers.

“Shopify Merchant” means a Merchant who has integrated the CodeADX Connector App with its Shopify store.

“Shopify Store Discount” means a discount an Advertiser creates in its Shopify store that is applied when a customer purchases a product or service using a Content Creator Promo Code.

“Uninstall” means the process of removing the CodeADX Connector App from a Shopify store.

“Unusual Amount of Returns” means a rate of returns that falls outside the range normally expected for similar products and promotions.

2. Promo Codes: Ownership and Unauthorized Use

All promo codes generated through the CodeADX Platform (“Codes”) are and remain the exclusive property of CodeADX. By using the CodeADX Services, you acknowledge that:

  • CodeADX grants a limited, non-exclusive, non-transferable license to participating Advertisers and Content Creators to use the Codes strictly for promotional purposes as permitted under this Agreement.
  • No third party, including but not limited to coupon aggregators, deal sites, browser extensions, or automated tools (e.g., Honey, Coupert, Capital One Shopping), is permitted to use, distribute, or display CodeADX promo codes without the express written consent of CodeADX.
  • If a third party gains access to CodeADX promo codes, they must remove them immediately upon discovery. If they fail to do so, they must comply with any removal request from CodeADX without delay. Continued unauthorized use of CodeADX’s proprietary intellectual property constitutes willful infringement and may result in legal action, including but not limited to cease-and-desist orders, takedown requests, and claims for damages.

3. Payment and Fees

Advertisers pay Content Creators Content Creator Fees only through the CodeADX Platform. For Content Creators located in the United States, payouts are made via Stripe, consistent with Part I, Section 7. For Content Creators located outside the United States, payouts are made via PayPal, or such other international payment provider as CodeADX may select from time to time. Card Payments and ACH Payments from Advertisers (each as defined in Section 5.10) are handled by CodeADX’s then-current payment processor.

International (Non-U.S.) Payouts

A Content Creator located outside the United States must maintain an active account with the international payment provider then in use (currently PayPal) and must supply all information CodeADX requires to deliver funds. International payouts are made approximately once per month and are sent in U.S. dollars. The Content Creator is responsible for all fees and charges associated with receiving international payments, including currency-conversion costs and any transfer or processing fees charged by the payment provider to complete the payout. If a payout cannot be delivered or is returned for any reason, the Content Creator must correct the underlying issue before CodeADX will reattempt payment.

Resolution of Accounting Disputes

CodeADX retains only the information necessary to complete transactions, consistent with its data retention obligations. If a dispute arises about a transaction and CodeADX no longer retains the necessary data, the Advertiser agrees to supply the data needed to resolve the issue. If the Advertiser no longer has that data either, the parties agree that CodeADX’s accounting of the transaction is correct.

4. Content Creator Terms

4.1 Marketplace Participation and Fees

Participation in the Marketplace Services as a Content Creator is free of charge; Content Creators receive payments through the CodeADX Platform and do not pay fees to CodeADX except as described in this Agreement or for optional products they choose to purchase (such as the Hosted Services described in Section 4.2). CodeADX deducts 22% of the Content Creator’s Fee as payment for the Content Creator’s use of the Marketplace Services. Content Creator Fees paid by CodeADX are net of all applicable fees and chargebacks. CodeADX pays Content Creators on a cash-collected basis — that is, only after CodeADX has actually received the corresponding payment from the Advertiser — and not on an accrual or invoiced basis.

The Content Creator must have legal ownership of, or authorization to use, the name and RSS feed of their show; failure to do so may result in account termination and forfeiture of funds in the Content Creator’s CodeADX account. Content Creators must comply with FTC disclosure rules when promoting Advertisers’ products or services (see the FTC’s Endorsement Guides at ftc.gov).

4.2 Hosted Services (Hosted Websites)

CodeADX offers Content Creators, as an optional purchase, a hosted website (the “Hosted Services”), at the pricing presented at the time of purchase. A hosted website may, but need not, be connected to an RSS feed or other content feed. The hosted website can function as an installable progressive web app (PWA) on iOS and Android devices. The Hosted Services are owned and hosted by CodeADX and may be customized using tools provided on the CodeADX Platform. The Content Creator is responsible for configuring and operating the Hosted Services using those tools, and all content made accessible through them must comply with this Agreement.

Upon purchase, CodeADX grants the Content Creator a non-exclusive, non-transferable license to use the Hosted Services to make available and promote their Content and to promote Advertisers’ products and services. The Hosted Services remain CodeADX’s confidential and proprietary property; the Content Creator has no ownership interest in them beyond this limited license, and may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Hosted Services, or use them for any unauthorized purpose.

CodeADX may revoke this license at any time and for any reason, including violation of this Agreement. Upon revocation, the Content Creator must immediately stop using the website and mobile apps and destroy all copies of any confidential or proprietary information obtained through them.

4.3 Off-Platform Agreements Prohibited

A Content Creator may not enter into an off-platform agreement with an Advertiser to promote that Advertiser’s products, including for a period of one (1) year following the end of any Deal with that Advertiser, unless CodeADX gives its prior written permission.

4.4 Verification of Content Creator Rights

To use the CodeADX Platform, a Content Creator must verify their right to use their Content. CodeADX may use the email address associated with the content feed for identification, or request other proof satisfactory to CodeADX. For non-RSS content feeds, the Content Creator must provide proof satisfactory to CodeADX of their rights to use the content.

4.5 Disclosure Requirements

Content Creators must disclose to their audience any material relationship or connection with the Advertisers they promote, and must comply with all applicable disclosure rules, including FTC guidelines. Content Creators must, at minimum:

  • Clearly disclose any material connections between the Content Creator and the Advertiser being promoted. Example: “I am being paid by [Advertiser] to promote their products. I only promote products I truly believe in.”
  • Use honest and truthful language when describing products or services. Example: “I’ve been using [Product] for the past month and I’m really impressed with the quality and results.”
  • Disclose that you are compensated by the Advertiser for promoting their products or services. Example: “I received a [Percentage] commission for any sales made through my unique promo code.”
  • Avoid making any endorsements that are not supported by evidence.
  • Disclose any material limitations or conditions associated with the use of the promo code. Example: “The promo code is only valid for till this date.”
  • Do not make any claims that are false, misleading or deceptive in nature.
  • Do not engage in any practices that would be considered unfair or deceptive under FTC guidelines.

Content Creators are responsible for their own compliance and may be subject to legal action for failing to meet these requirements. CodeADX may also terminate a Content Creator’s account for violating this section.

4.6 Promotion Agreements with Advertisers

A Content Creator’s promotion of an Advertiser’s products is subject to the terms of that Advertiser’s Promo File, which the Content Creator agrees to when requesting permission to promote the related Deal. CodeADX is not a party to, and is not responsible for disputes arising under, any such agreement.

4.7 Withholding of Payments

CodeADX may withhold payment to a Content Creator if CodeADX believes the payment may be subject to dispute, reversal, or chargeback.

5. Advertiser Terms

5.1 Deal Payment Obligations

When an Advertiser accepts a Content Creator’s Deal request, the Advertiser is responsible for paying the Content Creator Fee through the end date of the associated Shopify Store Discount, as selected by the Advertiser when the discount was created. This payment obligation is based on the Deal’s original start date and Run Dates, and applies regardless of whether the Advertiser later installs, uninstalls, or removes the CodeADX Connector App. The Advertiser remains responsible for all fees, including payment-processing fees, based on the original agreed-upon Deal terms and Run Dates, even if the Advertiser later changes those dates. The Advertiser must pay the Content Creator Fee even if the underlying product is returned.

5.2 Returns and Refunds

CodeADX facilitates the initial sale generated through a Content Creator Promo Code but is not a party to, and has no responsibility for, any return, refund, exchange, or related customer service matter arising from that sale. Returns and refunds are governed solely by the Advertiser’s own store policies, and any dispute concerning a return or refund is solely between the Advertiser and its customer.

5.3 Overpayments and Clawback

If a Deal’s Promo File or these terms provide that a Content Creator Fee is not payable, or is reduced, with respect to a returned product, or if CodeADX otherwise determines that a Content Creator was overpaid for any reason (including processing error, chargeback, or fraud as described in Section 5.5), CodeADX may deduct the overpaid amount from any future payment otherwise due to that Content Creator, or invoice the Content Creator directly for repayment if no future payment is due.

5.4 De-listing

If an Advertiser de-lists a promotion from the CodeADX Platform, the Advertiser remains obligated to honor, through the applicable Run Dates, any Content Creator Promo Code associated with a Deal the Advertiser had already accepted prior to the de-listing, and remains responsible for all associated Content Creator Fees, regardless of whether the de-listing occurs before the Deal’s original end date.

5.5 Suspected Fraud

If an Advertiser observes an Unusual Amount of Returns generated by a Content Creator, the Advertiser may alert CodeADX to suspected fraud. CodeADX will investigate, and if fraud is found may: (a) require the Content Creator to repay the fraudulent fees; (b) pay the Advertiser directly from funds in the Content Creator’s CodeADX account, via Stripe, if available; and/or (c) report the Content Creator to law enforcement.

5.6 Promo Code Integrity

When an Advertiser accepts a Content Creator’s Request to Promote, the Content Creator’s CodeADX-issued Promo Code — approved for use via the CodeADX Connector App — is to be used at that Advertiser’s store for that Deal, and is used to calculate the payment due to the Content Creator. Removing, renaming, or otherwise tampering with that Promo Code is prohibited, and the Advertiser grants CodeADX permission to reinstall any CodeADX promo code where CodeADX deems it necessary.

5.7 License to Content Creators

The Advertiser grants the Content Creator a fully paid-up license to use information the Advertiser uploads to CodeADX, in Content and on the Content Creator’s website and other promotional materials, solely to promote or discuss the Advertiser’s products or services being promoted by that Content Creator.

5.8 Decency Guidelines

The Advertiser must adhere to standard decency guidelines for the products it sells and the information it uploads. If CodeADX believes the Advertiser has violated those guidelines, CodeADX may terminate the Advertiser’s account, subject to the Advertiser’s post-termination obligations under this Agreement.

5.9 Connector App Removal; Continuing Obligations

The Advertiser must pay in full all Content Creator Fees and associated payment-processing fees, regardless of whether the Advertiser has the CodeADX Connector App installed. If the Advertiser removes the Connector App or de-lists a Deal, it remains fully responsible for all fees associated with any Deal it accepted on the CodeADX marketplace. The Connector App serves to verify use of CodeADX promo codes, and such use constitutes a binding agreement to pay for CodeADX’s promotional services; removing the Connector App does not relieve the Advertiser of its obligation to fulfill the terms of Deals made through the marketplace.

5.10 Payment Methods and Processing Fees

Advertisers may pay Content Creator Fees by credit or other non-ACH method (“Card Payment”) or by interbank ACH transfer (“ACH Payment”). Card Payments carry an added fee of 2.9% of the Content Creator Fee plus $0.30 per transaction. ACH Payments carry an added fee of 0.8% of the Content Creator Fee, up to $5 per transaction. In addition to the fees above, each invoice carries an invoicing fee of 0.4% of the total invoice amount.

5.11 Card Payments

By providing card details for a Card Payment, the Advertiser authorizes CodeADX and its payment processor, Stripe, to charge that card for the Content Creator Fee and associated fees due for the applicable Deal, and for any other amount due under this Agreement. Disputes over a specific charge, including chargebacks, are handled under the dispute-resolution rules of Stripe and the applicable card network. A chargeback does not relieve the Advertiser of its underlying payment obligation for the Deal; if a chargeback is later found unwarranted or the underlying obligation otherwise remains due, CodeADX may re-charge the card on file, charge another payment method on file, or pursue collection consistent with Section 5.12 below.

5.12 ACH Payment Authorization and Reversal Policy

Authorization and Payment Responsibility. By linking a bank account and selecting ACH as a payment method, the Advertiser expressly authorizes CodeADX and its payment processor, Stripe, to debit that account for any payments due for services, fees, and obligations incurred through the CodeADX Platform, including Content Creator Fees, Advertiser fees, platform service charges, and any other amounts due under this Agreement. The Advertiser remains fully responsible for payment even if an ACH payment is reversed for any reason, including insufficient funds, disputes, or account closure, and must provide an alternative payment method within three (3) business days of any reversal.

Consequences of ACH Reversals. CodeADX may reattempt the ACH debit or charge another payment method on file. If payment is not received within three (3) business days, CodeADX may suspend the Advertiser’s account until the balance is paid, apply late fees or penalties at its discretion, or pursue legal or collection action, including reporting non-payment to collection agencies. The Advertiser is responsible for all costs CodeADX incurs in recovering unpaid balances, including collection-agency fees, attorneys’ fees, and court costs.

Revoking ACH Authorization. The Advertiser may revoke this authorization by removing the linked bank account or notifying CodeADX at info@codeadx.me at least five (5) business days before a scheduled debit. Revocation does not cancel the Advertiser’s underlying payment obligations. By using ACH, the Advertiser confirms that it has read and agrees to these terms.

6. Copyright Complaints (DMCA)

CodeADX respects the intellectual property rights of others and responds to notices of alleged copyright infringement in Content hosted through the Marketplace Services in accordance with the Digital Millennium Copyright Act (DMCA). If you believe Content hosted through the Marketplace Services infringes your copyright, send a written notice to CodeADX’s designated agent at info@codeadx.me that includes: (a) a physical or electronic signature of the copyright owner or authorized representative; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized; and (f) a statement, under penalty of perjury, that the notice is accurate and that you are authorized to act on the copyright owner’s behalf.

Upon receipt of a valid notice, CodeADX will remove or disable access to the identified material and notify the affected Content Creator, who may submit a counter-notice as provided under the DMCA. CodeADX may terminate the account of any Content Creator found to be a repeat infringer. CodeADX follows this same notice-and-takedown process for copyright complaints submitted under the laws of other jurisdictions, to the extent consistent with those laws.

Part III – MediaPilot Terms

The following terms apply in addition to Part I if you subscribe to MediaPilot, or act as the authorized representative of a subscriber. Any subscriber — business or individual, regardless of type — is referred to in this Part as a “Station,” “you,” or “Customer” for convenience. Part II does not apply to your use of MediaPilot unless expressly stated.

1. MediaPilot-Specific Definitions

“Break” means a scheduled slot within a Daypart for which MediaPilot generates content, inclusive of the practice recordings included with it as described in the Station’s Subscription.

“Script” means the written content MediaPilot generates for a Break, which may be rendered to audio using a Voice Model or Studio Voice.

“Companion App / Companion Site” means the listener-facing web experience offered as an add-on to a Station’s MediaPilot Subscription, delivered as a CodeADX-hosted website and/or the CodeADX player bar installed on the Station’s own website, either of which may function as an installable progressive web app (PWA) for persistent listening. The same product is offered to Content Creators under Part II as the Hosted Services.

“Daypart” means one of the defined broadcast time segments (e.g., Morning, Midday, Afternoon, Nights, Weekend Morning, Saturday Day, Sunday Day, Overnight) for which a Station purchases MediaPilot Breaks, as further described in the Station’s Subscription.

“Station Content” means information about a Station — including station branding, format, slogans, contests and promotions, and on-air talent lineup — whether populated by MediaPilot using automated research and publicly available sources, or entered, edited, or supplemented by the Station through the MediaPilot interface, together with any music log or playlist the Station uploads or connects and any voice recording or audio sample the Station uploads for use in creating a Voice Model.

“Studio Voice” means a pre-built, CodeADX-provided voice made available in the MediaPilot voice library for use in rendering Scripts to audio, as an alternative to a Station creating its own Voice Model.

“Subscription” means a Station’s paid plan for MediaPilot, specifying the Dayparts, Break volume, and add-ons purchased.

“Voice Model” means an AI voice model created by or for MediaPilot, including any model trained on a talent recording submitted by a Station, used to generate Break audio.

2. Subscription and License Scope

Subject to payment of applicable fees and compliance with this Agreement, CodeADX grants the Station a limited, non-exclusive, non-transferable license to use MediaPilot to generate Scripts and audio for Breaks, and to use that content, for the specific Daypart(s) included in the Station’s active Subscription.

Daypart-Specific License Restriction. Scripts, recorded audio, and any other content generated through MediaPilot are licensed solely for use within the Daypart(s) included in the Station’s active Subscription. Use of generated content in any Daypart not included in that Subscription is a material breach of this Agreement. In addition to any other remedy available to CodeADX, a Station found in violation of this provision will be liable for the full Subscription fee applicable to the Daypart(s) in which the content was used, and CodeADX may suspend or terminate the Station’s access to MediaPilot.

Each Break purchased includes: (a) one generated Script, which the Station may edit an unlimited number of times before recording, and may regenerate using MediaPilot’s rewrite function the number of times specified in the Station’s plan; (b) a recording allowance, which is pooled: each Break purchased adds a plan-specified amount of recording time to the Station’s shared recording pool, and the pool may be used across the Station’s Breaks in any proportion; and (c) one export.

The export is the delivered product. Each Break may be exported once; upon export, the Break is closed, and its Script may not be further edited, re-recorded, or re-exported. CodeADX may, in its sole discretion, permit a replacement export (for example, following a verified technical failure), but is not obligated to do so. Allowance amounts — including the number of rewrites, the standard Break length, and the recording-pool multiplier — are as described in the Station’s Subscription at the time of purchase and may vary by plan.

Breaks not used within a given Billing Cycle (as defined in Section 4 below) do not carry over. Recording-pool allowances are provided as part of the Subscription and are not separately transferable or resalable.

3. Station Content and Voice Models

MediaPilot may automatically populate Station Content using automated research and publicly available sources. The Station may review, edit, correct, and supplement that information through the MediaPilot interface, and is responsible for verifying its accuracy. This includes any music log or playlist the Station uploads or connects to MediaPilot: because Scripts are generated from the log — including references to the prior and upcoming songs at a specific point in the schedule — the Station is responsible for ensuring its logs are accurate and current, and CodeADX is not responsible for generated content that is inaccurate or unsuitable because it was based on an outdated, incorrect, or subsequently changed log. As between the Station and CodeADX, the Station retains ownership of any information it directly enters, edits, or uploads, including any voice recording it submits for cloning; CodeADX does not claim ownership of publicly available facts populated through automated research. The Station grants CodeADX a limited license to use Station Content solely to configure, operate, and provide MediaPilot to the Station, including to generate Voice Models, Scripts, and Break audio.

The Station represents and warrants that it has all rights, consents, and permissions necessary to submit any talent recording, voice sample, or other Station Content to MediaPilot for use in creating a Voice Model, including any consent required from the individual whose voice is being used. The Station is solely responsible for obtaining and documenting that consent, and agrees to indemnify CodeADX against any claim arising from the Station’s failure to do so.

MediaPilot’s voice-cloning functionality is provided using ElevenLabs or other third-party voice-cloning technology that CodeADX may select or change from time to time. Before uploading any audio clip to create a Voice Model, the Station must affirmatively confirm, at the point of upload, that it (a) has the rights to use the submitted voice and (b) agrees to the terms of service of the voice-cloning vendor then in use. CodeADX is not responsible for disputes arising from a vendor’s processing of a Voice Model, and this confirmation requirement applies to whichever vendor CodeADX uses at the time of upload. As an alternative to creating its own Voice Model, a Station may select from CodeADX’s pre-built library of Studio Voices; the rights and consent representations in this paragraph apply only where the Station uploads its own audio clip for cloning, and do not apply to a Station’s use of a Studio Voice.

CodeADX owns all right, title, and interest in the MediaPilot platform, underlying AI models, and generated output, other than the Station-specific Voice Model and Station Content itself, subject to the license granted to the Station under Section 2 above.

CodeADX may use aggregated, de-identified data derived from Station Content and from Stations’ use of MediaPilot to develop, train, improve, and benchmark its products and services, including AI models, provided that such data does not identify the Station or any individual and is not shared with any other Station in a form that identifies its source. In addition, where a Station opts in at the time of export, CodeADX may retain the exported Script and recording and use them to personalize MediaPilot for that Station and to develop, train, and improve MediaPilot and CodeADX’s content-generation systems generally, including for the benefit of other customers — except that a Station’s Voice Model and voice recordings are used only for that Station and are never used to generate audio for any other customer.

4. Fees and Billing

MediaPilot Subscriptions are billed in advance on a recurring basis, with each billing cycle covering approximately 30 days (a “Billing Cycle”), according to the Station’s Subscription. Fees are based on Dayparts and Break volume purchased, plus any add-ons (e.g., Music Flow, Stream Ready, Companion Site & App, Voice Clone) selected by the Station. Fees are processed through CodeADX’s designated payment processor as described in Part I, Section 7.

Because Subscription fees are charged in advance for the full Billing Cycle, they are non-refundable once a Billing Cycle has begun, including where a Station cancels or reduces its Subscription partway through a Billing Cycle. A Station that cancels mid-cycle remains responsible for, and retains access to MediaPilot through, the remainder of the Billing Cycle already paid for; the Subscription simply does not renew for the following cycle.

If a Station adds a Daypart, Break volume, or add-on in the middle of a Billing Cycle, CodeADX will charge a prorated fee for the remainder of the then-current Billing Cycle, and the full fee for that addition will apply starting with the next full Billing Cycle.

5. Term and Termination

A MediaPilot Subscription renews automatically for successive Billing Cycles unless cancelled by the Station or terminated by CodeADX in accordance with Part I, Section 2. A Station may cancel its Subscription at any time, effective at the end of the then-current Billing Cycle; no advance notice is required, but no partial-cycle refund or credit is given, consistent with Section 4 above. Upon expiration of the final paid Billing Cycle or earlier termination by CodeADX, the Station’s license to use MediaPilot ends, and CodeADX may disable access to generated Scripts and audio, Voice Models, and the Companion App/Site associated with the Station’s account.

The Station is responsible for downloading and retaining any Scripts or recorded Break audio it wishes to keep while its Subscription is active. Certain Station Content (such as station branding and format details) is populated through periodically refreshed automated research rather than stored as a fixed record, and CodeADX does not provide an export process for it. CodeADX has no obligation to provide the Station with a copy of, continued access to, or export of any Station Content, Scripts, Break audio, or related data after the Station’s Subscription ends, and CodeADX may retain and continue to use such data after termination as permitted under Section 3 above (including on an aggregated, de-identified basis for model training and improvement).

6. AI-Generated Content; Station Review Obligation

Scripts, Break audio, and other content generated by MediaPilot are produced using artificial intelligence and may contain errors, inaccuracies, or content that is factually incorrect, outdated, or otherwise unsuitable for broadcast, notwithstanding any instruction not to fabricate information. CodeADX does not guarantee the accuracy, completeness, or appropriateness of any MediaPilot-generated content. The Station is solely responsible for reviewing and approving all MediaPilot-generated content before it is broadcast or otherwise published, and for exercising the same editorial judgment and quality control it would apply to content produced by its own staff. CodeADX is not liable for any consequence of broadcasting MediaPilot-generated content that the Station did not review or that the Station elected to air without modification despite an identified error.

7. Broadcast Compliance

The Station is solely responsible for ensuring that all content broadcast using MediaPilot, including AI-generated Scripts and Break audio, complies with all broadcasting laws and regulations applicable in the Station’s jurisdiction and with the terms of the Station’s own broadcast license. For U.S. Stations, this includes the Communications Act and all applicable FCC rules, including rules concerning sponsorship identification, indecency, and payola; for Stations outside the United States, this includes the rules of the applicable broadcast regulator (for example, Ofcom in the United Kingdom, the CRTC in Canada, or the corresponding broadcast authority in your country). The Station is also responsible for complying with any law in its jurisdiction requiring the disclosure or labeling of AI-generated or synthetic content. MediaPilot is a content-generation tool; it does not review content for regulatory compliance, and use of MediaPilot does not transfer any part of the Station’s regulatory responsibility to CodeADX.

8. Companion App and Companion Site

Where a Station adds the Companion App/Site to its Subscription, listener-facing use of that App/Site is governed by Part IV of the CodeADX Privacy Policy, covering listener data collection.

9. MediaPilot Notices

Notices to CodeADX specifically concerning MediaPilot should be sent to info@mediapilot.studio. All other notices under this Agreement should be sent to info@codeadx.me, as described in Part I, Section 15.