Last updated: March 6, 2026
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Exodia, Inc., a New Jersey corporation (“Exodia,” “we,” “us,” or “our”), governing your access to and use of the Exodia platform, website located at exodia.co, and all related services, applications, and tools (collectively, the “Service”).
By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accessing or using the Service on behalf of a government entity, municipality, or other organization, you represent and warrant that you have the authority to bind that entity to these Terms, and “you” and “your” shall refer to both you individually and the entity you represent.
If you do not agree to these Terms, you must not access or use the Service. We reserve the right to refuse service to anyone for any reason at any time.
Exodia provides a cloud-based municipal infrastructure software platform designed to modernize and streamline local government operations. The Service may include, without limitation:
The Service is currently in active development. Features, functionality, and availability may change without notice as we continue to build and improve the platform. During our early access period, certain features may be provided at no cost. We reserve the right to introduce or modify pricing at any time with reasonable notice to existing users.
We do not guarantee that the Service will be available at all times or that it will be free from errors or interruptions. We may perform scheduled or unscheduled maintenance that may temporarily affect availability.
The Service is intended for use by municipal government employees, officials, and authorized representatives of local government entities, as well as partners, vendors, and citizens interacting with those entities through the platform. By using the Service, you represent that:
To access certain features of the Service, you may be required to register for an account. When you create an account, you agree to:
You may not share your account credentials with any other person or allow any other person to access your account. You may not create an account using false or misleading information, or create an account on behalf of someone else without their permission.
We reserve the right to suspend or terminate any account that we reasonably believe has been compromised, is being used in violation of these Terms, or is inactive for an extended period.
You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not, directly or indirectly:
We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including reporting such violations to law enforcement authorities.
We acknowledge that municipal government users may upload, store, and process government records, public documents, and other official data through the Service (“Municipal Data”). With respect to Municipal Data:
Municipal clients are responsible for ensuring that their use of the Service complies with all applicable local, state, and federal laws governing public records, data retention, and information security.
You retain all rights, title, and interest in and to any data, content, documents, or other materials that you upload, submit, or transmit through the Service (“User Content”). By submitting User Content, you grant Exodia a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, transmit, display, and distribute such User Content solely for the purpose of providing, operating, and improving the Service.
You represent and warrant that:
We do not claim ownership of your User Content. However, we may use aggregated, anonymized, or de-identified data derived from your use of the Service for analytics, benchmarking, and product improvement purposes.
The Service and its entire contents, features, and functionality — including but not limited to all information, software, source code, object code, text, displays, images, video, audio, design, presentation, selection, and arrangement thereof — are owned by Exodia, Inc., its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
The Exodia name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Exodia, Inc. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes. This license does not include the right to: (a) modify or copy the materials; (b) use the materials for any commercial purpose other than as expressly permitted; (c) transfer the materials to another person or entity; or (d) attempt to decompile or reverse engineer any software contained in the Service.
Certain features of the Service may require payment of fees. If you elect to use paid features, you agree to the pricing and payment terms as presented to you for those features. Unless otherwise stated:
Failure to pay fees when due may result in suspension or termination of your access to paid features. We reserve the right to engage collection agencies or pursue legal remedies for unpaid balances.
We will use commercially reasonable efforts to make the Service available 99.5% of the time, measured on a monthly basis, excluding scheduled maintenance windows and circumstances beyond our reasonable control. Scheduled maintenance will be performed during off-peak hours when possible, and we will provide advance notice of planned downtime.
In the event of a significant service disruption, we will use commercially reasonable efforts to restore the Service as quickly as possible and will provide status updates through our designated communication channels.
The Service may integrate with or contain links to third-party websites, services, or applications (“Third-Party Services”). These Third-Party Services are not under our control, and we are not responsible for their content, privacy policies, or practices. Your use of Third-Party Services is at your own risk and subject to the terms and conditions of those Third-Party Services.
We do not endorse, guarantee, or assume responsibility for any Third-Party Services, and we shall not be a party to or in any way be responsible for monitoring any transaction between you and any third-party provider of products or services.
Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with the Service (“Confidential Information”). Confidential Information includes, but is not limited to, business plans, technical data, product plans, financial information, and customer data.
The receiving party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except: (a) to employees, contractors, or agents who need to know such information and are bound by confidentiality obligations at least as restrictive as those contained herein; (b) as required by law, regulation, or court order, provided the receiving party gives the disclosing party prompt notice so that the disclosing party may seek a protective order; or (c) to the extent such information is or becomes publicly available through no fault of the receiving party.
This confidentiality obligation shall survive the termination of these Terms for a period of three (3) years.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXODIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EXODIA OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXODIA, INC., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT EXODIA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT SHALL EXODIA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU HAVE PAID TO EXODIA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).
You agree to defend, indemnify, and hold harmless Exodia, Inc., its affiliates, licensors, and service providers, and each of their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Service; (c) your User Content; (d) your violation of any third party's rights, including intellectual property rights or privacy rights; or (e) any claim that your User Content caused damage to a third party. This indemnification obligation will survive the termination of these Terms and your use of the Service.
We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms. Upon termination:
You may terminate your account at any time by contacting us. For municipal government accounts, termination requests must come from an authorized representative of the government entity.
Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or invalidity thereof shall first be attempted to be resolved through good faith negotiation between the parties for a period of thirty (30) days following written notice of the dispute.
If the dispute cannot be resolved through negotiation, either party may initiate binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in the State of New Jersey by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions. You agree that any legal suit, action, or proceeding arising out of or related to these Terms or the Service (to the extent not subject to arbitration as set forth above) shall be instituted exclusively in the federal courts of the United States or the courts of the State of New Jersey, in each case located in the County of Essex, and you irrevocably submit to the exclusive jurisdiction of such courts.
You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
We will notify you of changes by: (a) posting the updated Terms on this page with a new “Last updated” date; (b) sending an email to the address associated with your account; or (c) providing a prominent notice within the Service.
By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Service.
Entire Agreement. These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the sole and entire agreement between you and Exodia, Inc. regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.
Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms shall continue in full force and effect.
Waiver. No waiver by Exodia of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by Exodia to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign without such consent shall be void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Force Majeure. Exodia shall not be liable for any failure or delay in the performance of its obligations under these Terms where such failure or delay results from any cause beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
Notices. Any notices or communications required or permitted under these Terms shall be given in writing and shall be deemed effective when delivered personally, sent by confirmed email, or sent by certified mail, return receipt requested, postage prepaid, to the addresses specified in the account registration or as otherwise designated in writing by the respective party.
If you have any questions, concerns, or complaints about these Terms of Service, please contact us at:
Exodia, Inc.
Attn: Legal Department
Email: legal@exodia.co