Disclaimer of Warranties and Limitation of Liability
Legal Notice
Effective Date: 01/01/2026
Last Updated: 01/01/2026
Unified Governing Documents Notice
All users, subscribers, and institutional clients of CodePex Technologies Private Limited ("CodePex") are hereby advised and reminded that the Terms and Conditions of Usage, Privacy Policy, Refund Policy, Free Trial Policy, Disclaimer, and any other supplemental, referenced, or mutually executed legal agreements, policies, or documents (collectively referred to as the "Governing Documents") are to be read, construed, interpreted, and applied together as a single, integrated, and cohesive set of binding agreements.
Your continued use, access, or engagement with any part of www.codepex.com or CodePex ERP (Education Resource Platform), its related services, or any other products, features, or functionalities provided by CodePex constitutes your explicit acknowledgment, acceptance, and agreement to be bound by all of the Governing Documents collectively and simultaneously.
Each of these documents is intended to complement, reinforce, and support the others. No single document shall operate independently or in isolation to determine your rights, obligations, responsibilities, or liabilities. Institutional clients, administrators, educators, and individual users are therefore strongly encouraged and required to carefully review, fully understand, and acknowledge the entirety of all Governing Documents before accessing, using, or otherwise interacting with the CodePex ERP or any affiliated services.
For the purposes of legal enforceability and practical interpretation, the online version of each Governing Document, as published on www.codepex.com, shall prevail over any physically signed, executed, or mutually agreed-upon copies of the same or related documents. The online versions shall constitute the authoritative and controlling version, and any omissions, inconsistencies, or discrepancies in signed or agreed documents shall be resolved in favor of the latest online version. This ensures that CodePex and its clients are governed by the most current and authoritative terms at all times.
By proceeding to access or utilize the CodePex website, ERP platform, or related products and services, you expressly confirm that you have read, comprehended, and accepted the entirety of these Governing Documents as a unified legal framework. Accordingly, your rights, responsibilities, and obligations as a user or client of CodePex shall be interpreted and determined in light of all such documents collectively, with no presumption that any single document, whether online or signed, supersedes or excludes the others except as provided herein.
1. Acceptance and Governing Terms
Your access to and use of the "www.codepex.com" or "CodePex ERP" (Education Resource Platform) ("the Services/Products"), provided by CodePex Technologies Private Limited ("CodePex," "we," "us," or "our"), is governed exclusively by the terms and conditions set forth herein, and in our associated Terms and Conditions of Service, Privacy Policy, and Data Processing Agreement (collectively, "the Governing Documents"). By registering for, accessing, or using the Services or Products, you (the "User," "you," or "your," referring to the educational institution and its authorized personnel) expressly acknowledge, understand, and irrevocably agree to be bound by these terms. If you are acting on behalf of an institution, you represent and warrant that you have the full legal authority to bind said institution.
2. Services or Products Provided "As Is" & "As Available"; No Express or Implied Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES OR PRODUCTS, INCLUDING ALL SOFTWARE, FEATURES, CONTENT, AND DATA, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CODEPEX EXPLICITLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. CODEPEX DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE, AND ACCURACY OF THE SERVICES.
3. User-Generated Content & Absolute Data Responsibility
a. Sole Responsibility for Data:
You are the sole and exclusive data controller for all data, information, and content ("User-Generated Content") uploaded, entered, or processed through the Services. You retain full legal responsibility for the accuracy, integrity, legality, reliability, and appropriateness of this data.
b. Indemnification for Data Issues:
You agree to indemnify and hold CodePex harmless from any and all claims, damages, or liabilities arising from inaccurate, incomplete, unlawful, or misleading User-Generated Content. This includes, but is not limited to, incorrect student records, financial data, or reports submitted to regulatory bodies.
c. Data Backup Obligation:
CodePex implements standard data backup protocols; however, you are solely responsible for maintaining independent, regularly updated backups (on your side too independent of CodePex backups, in any suitable format as you like or wish) of all critical data outside of the CodePex ecosystem. CodePex shall have no liability for any data loss or corruption.
4. Intellectual Property & User Licenses
a. CodePex IP:
All rights, title, and interest in the Services, including our software, algorithms, user interface, documentation, and our trademarks, are and will remain the exclusive property of CodePex and its licensors.
b. User License Grant:
By uploading User-Generated Content, you grant CodePex a worldwide, non-exclusive, royalty-free license to host, use, process, and display said content solely for the purpose of providing and improving the Services to you. You represent and warrant that you own or have the necessary rights to grant this license.
5. Enhanced Limitation of Liability
a. Cap on Liability:
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CODEPEX'S TOTAL, AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (I) THE AMOUNT ACTUALLY PAID BY YOU TO CODEPEX IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE THOUSAND INDIAN RUPEES (INR 1,000). THIS ALLOCATION OF RISK IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
b. Exclusion of Consequential Damages:
IN NO EVENT SHALL CODEPEX, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Security & Data Breach Disclaimer
While CodePex implements industry-standard technical and organizational security measures to protect the Services, you acknowledge that no method of transmission over the Internet or method of electronic storage is 100% secure. CodePex does not guarantee that unauthorized third parties will never be able to defeat our security measures. You agree that CodePex is not liable for any security breaches, including unauthorized access to your account or data. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account or subscription.
7. Third-Party Services & Integration Disclaimers
The Services may integrate with or provide links to third-party services (e.g., payment gateways, SMS providers, government portals, hosting providers, service providers etc.). These services are not under CodePex's control. You acknowledge and agree that CodePex is not responsible or liable for the content, functionality, accuracy, or practices of any third-party services. Your use of any third-party service is solely at your own risk and subject to the terms and conditions of that third party. CodePex shall not be a party to any transaction between you and a third-party provider.
8. Compliance with Laws - User's Sole Obligation
The Services are a tool to assist with management; they do not constitute legal or regulatory advice. You are solely responsible for:
a. Ensuring that your use of the Services complies with all applicable local, state, national, and international laws and regulations, including but not limited to the Digital Personal Data Protection Act, 2023, and other data privacy laws.
b. Ensuring all academic, administrative, and reporting processes conducted through the Services are fully compliant with the requirements of your affiliated educational boards (e.g., CBSE, ICSE, State Boards), UGC, AICTE, and other regulatory bodies.
c. Obtaining all necessary consents (e.g., from students, parents, staff) for the collection, processing, and storage of personal data within the Services as required by law.
9. Termination & Suspension
CodePex reserves the right, at its sole discretion, to suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including if you breach any provision of this Disclaimer. Upon termination, your right to use the Services will cease immediately.
10. General Provisions
a. Governing Law & Jurisdiction:
This Disclaimer shall be governed by and construed in accordance with the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the courts in Lucknow, Uttar Pradesh.
b. Indemnification:
You agree to indemnify, defend, and hold harmless CodePex and its directors, its staff and affiliates from any claim, demand, or damage (including reasonable attorneys' fees) arising out of your use of the Services, your violation of this Disclaimer, or your violation of any rights of another.
c. Severability:
If any provision is found unenforceable, the remainder of the Disclaimer will remain in full force and effect.
d. Amendments:
CodePex reserves the right to modify this Disclaimer at any time. Continued use of the Services after such changes constitutes your acceptance of the new terms.
Even though the signed agreement between CodePex and its clients has documents like Term and Conditions of Service and Use, Privacy Policy, Refund Policy, Security Policy and Disclaimer document but the updated and latest version of such documents can be found on our website, www.codepex.com, that will be considered final for all practical and legal purposes.
Elaboration on Key Improvements and Newly Added Legal Areas
Here is a detailed explanation of what I improved and why it is crucial for protecting CodePex:
1. Strengthened the "As Is" Clause:
- Improvement: Added explicit disclaimers of specific implied warranties like "merchantability," "fitness for a particular purpose," and "non-infringement." These are standard in commercial software agreements but were missing. This prevents a user from claiming the software was unfit for their unique, unstated needs.
- Why it's important: This is your primary shield against product-related lawsuits. It legally establishes that the user accepts the product with all its faults and that you make no promises about its performance beyond providing access.
2. Introduced an "Intellectual Property" Section:
- Improvement: Explicitly stated that CodePex owns all intellectual property in the software. Furthermore, it includes a "User License Grant" where the user grants CodePex a license to use their data to provide the service. This protects you from claims that you are misusing their data and clarifies the purpose of data processing.
- Why it's important: Protects your core asset—your software code and brand. The license grant is a proactive measure to prevent disputes over how you handle user data within your systems.
3. Enhanced the "Limitation of Liability" Clause:
- Improvement: Made the liability cap more robust by adding a monetary ceiling ("the lesser of... or INR 1,000"). This is a powerful backstop, especially if a user on a low-cost plan attempts to bring a massive claim. The language around the "allocation of risk" being an "essential basis of the bargain" is strong legal phrasing that courts respect.
- Why it's important: This is your financial moat. It ensures that no single claim or incident can threaten the financial stability of the company. It quantifies your maximum exposure.
4. Added a "Security & Data Breach Disclaimer":
- Improvement: This is a critical and often overlooked area. I added a clause that explicitly states that 100% security is not guaranteed and limits your liability for security breaches, especially those resulting from user credential mismanagement. The "gross negligence" standard is a high bar for a plaintiff to meet.
- Why it's important: In today's environment of constant cyber threats, this clause is essential. It manages user expectations and protects you from being held absolutely liable for a security incident that may not be your direct fault.
5. Formalized "Termination & Suspension" Rights:
- Improvement: Explicitly reserved the right for CodePex to suspend or terminate service immediately and without liability for any breach. The original document mentioned "suspension or termination" but lacked the procedural teeth.
- Why it's important: This gives you a clear, contractual right to stop service to a problematic user (e.g., one who is abusive, non-paying, or using the system for illegal activities) without fearing a breach of contract claim from them.
6. Strengthened Legal Language Throughout:
- Improvement: Replaced softer language with more definitive legal terms. For example, "you acknowledge and irrevocably agree," "sole and exclusive responsibility," "represent and warrant." This leaves less room for a user to argue about their level of agreement or responsibility.
- Why it's important: Strong, unambiguous language is less open to interpretation in a legal dispute. It demonstrates that the user's consent was informed and explicit.
Force Majeure and Service Continuity Disclaimer
Force Majeure
(a) Definition and Scope
Neither CodePex Technologies Private Limited ("CodePex") nor the Client shall be held liable or responsible for any delay, interruption, partial or total failure in the performance of its obligations under this Agreement if such delay or failure is caused by, arises from, or results from any event, condition, or circumstance beyond its reasonable control (each a "Force Majeure Event").
(b) Illustrative Force Majeure Events
Without limiting the generality of the foregoing, a Force Majeure Event shall include, but shall not be limited to, the following:
- Acts of God — such as floods, earthquakes, lightning, storms, pandemics, epidemics, or other natural disasters.
- Acts of Government or Authority — including changes in laws, governmental orders, lockdowns, embargoes, sanctions, or any other action restricting access to digital infrastructure or online services.
- War and Civil Disturbances — including war (declared or undeclared), riots, civil unrest, acts of terrorism, or sabotage.
- Labour and Industrial Disputes — including strikes, lockouts, slowdowns, or shortages of labour affecting CodePex or its contractors.
- Network or Infrastructure Failures — including outages of Internet connectivity, power supply, cloud services, or telecommunications networks.
- Cybersecurity and Technological Failures — including malware, ransomware, denial-of-service attacks, or data breaches despite reasonable security measures.
- Third-Party Service Disruptions — including failures or terminations of services provided by hosting partners, payment gateways, or other integrated platforms.
- Transportation and Supply Shortages — including delays in logistics, equipment failures, or unavailability of critical components.
- Legal or Regulatory Restrictions — including court orders, injunctions, or directives from governmental or regulatory authorities.
- Accidental Human or System Error — including unintentional data corruption, hardware failure, or operational disruption despite reasonable diligence.
(c) Effect of Force Majeure
Upon occurrence of a Force Majeure Event:
- The affected Party's obligations shall be suspended for the duration of the event and shall resume promptly upon its cessation.
- CodePex shall not be deemed in breach of contract for delay or failure resulting from such event.
- CodePex shall not be liable for data loss, delay in response, unavailability of service, or any consequential damages arising therefrom.
- Subscription validity shall not be extended or refunded due to such interruptions.
(d) Notice and Mitigation
The affected Party shall notify the other Party as soon as reasonably practicable, stating the nature of the Force Majeure Event and its anticipated impact on performance. Both Parties shall make reasonable efforts to mitigate the effects of such event.
(e) Prolonged Force Majeure
If a Force Majeure Event continues for more than ninety (90) consecutive days, CodePex may, at its sole discretion, terminate this Agreement without liability or penalty, retaining all rights to amounts due for services rendered up to the date of termination.
Service Continuity Disclaimer
(a) No Absolute Guarantee of Uninterrupted Service
CodePex endeavors to provide stable, reliable, and high-performance access to its online platforms, but it does not warrant that such access will be uninterrupted, error-free, or continuously available. The Client acknowledges that temporary downtime or service degradation may occur due to maintenance, upgrades, or other operational exigencies.
(b) Scheduled Maintenance and Updates
- CodePex may perform routine or emergency maintenance to improve performance or apply updates.
- During such maintenance, temporary service interruptions may occur, and prior notice shall be given wherever reasonably practicable.
- No compensation or subscription extension shall be due for downtime resulting from such maintenance.
(c) Unscheduled Outages and Technical Disruptions
CodePex shall not be held liable for outages caused by:
- Hardware or software malfunction;
- Internet or telecommunications provider failure;
- Overload or network congestion;
- Migration, scaling, or upgrading processes; or
- Client-side connectivity or browser compatibility issues.
As CodePex relies on third-party hosting and infrastructure providers, such disruptions shall not be construed as breach or negligence by CodePex.
(d) Data Availability and Recovery
- CodePex maintains regular backups in accordance with best practices but does not guarantee complete restoration of lost data in all cases.
- CodePex shall not be liable for data loss, corruption, or accidental deletion resulting from system errors, third-party service failure, or Client misuse.
- Clients are encouraged to maintain independent backups of critical records and data.
(e) Third-Party Dependencies
Certain functionalities depend upon external APIs, payment gateways, SMS or email providers, and other third-party integrations. CodePex shall not be responsible for disruptions caused by any such external services or their modification, suspension, or termination.
(f) Limitation of Liability
- Under no circumstances shall CodePex be liable for indirect, consequential, or punitive damages, including loss of business, data, or goodwill.
- The Client's exclusive remedy for any temporary disruption shall be re-performance or restoration of service at CodePex's discretion.
- Temporary downtime or unavailability shall not constitute a breach or failure of service delivery.
(g) No Refunds for Downtime or Interruptions
No refunds, credits, or financial adjustments shall be applicable for any temporary unavailability, performance issues, or disruptions provided CodePex takes reasonable steps to restore normal operations in a commercially reasonable time frame.
(h) Reservation of Rights
CodePex reserves the absolute right to modify, suspend, withdraw, or discontinue any feature, module, or service (in whole or in part) for operational, legal, or technical reasons, provided such changes are implemented in good faith and, where possible, with prior notice.
(i) Client Acknowledgment
By using the CodePex ERP platform or any associated product or service, the Client expressly acknowledges and accepts that temporary downtime, degradation of service, or maintenance events are normal aspects of online cloud-based operations and shall not, under any circumstance, constitute non-performance or breach by CodePex.
Definitions
For the purposes of this Disclaimer, Privacy Policy, Terms of Use, Security Policy, or any other related legal documents published by CodePex Technologies Private Limited, unless the context otherwise requires, the following expressions shall have the meanings respectively assigned to them herein. All such definitions shall apply collectively to the CodePex website (www.codepex.com), the CodePex ERP platform, and all associated applications, APIs, modules, and digital interfaces operated by CodePex Technologies Private Limited ("CodePex", "the Company", "we", "our", or "us").
1. "Service(s)"
"Service(s)" refers to any and all software solutions, web-based platforms, mobile applications, APIs, cloud-hosted systems, or modules developed, owned, or maintained by CodePex Technologies Private Limited, including but not limited to the CodePex ERP (Education Resource Platform), its extensions, upgrades, or connected services. This also includes hosting, maintenance, analytics, technical support, and any ancillary functions made available directly or indirectly by CodePex to its clients, partners, or authorized users.
2. "Platform"
"Platform" refers to the unified ecosystem of web and mobile interfaces operated by CodePex, encompassing administrative dashboards, institution portals, parent/student access points, and all interactive or data-driven services offered under the CodePex ERP framework.
3. "Client"
"Client" means any individual, institution, organization, company, school, or college that has subscribed to or otherwise lawfully obtained access to the CodePex ERP or its associated services, whether under a free trial, paid subscription, or contractual engagement with CodePex Technologies Private Limited. The Client shall be responsible for ensuring compliance with the terms, conditions, and usage limitations of the Service.
4. "Authorized User(s)"
"Authorized User(s)" means those individuals, including employees, administrators, teachers, staff members, or designated representatives of the Client, who are expressly permitted by the Client to access and use the CodePex ERP or related services in accordance with the applicable subscription plan or agreement. CodePex reserves the right to verify, restrict, or suspend user access where unauthorized use or misuse is detected.
5. "Client Data"
"Client Data" refers to all electronic data, records, files, text, images, documents, communications, or information input, uploaded, stored, or otherwise transmitted by the Client, its Authorized Users, or its end-users (including students or parents) through the CodePex ERP or related services. CodePex does not claim ownership of Client Data but retains the right to process, store, or analyze such data for lawful business purposes, operational enhancement, and compliance obligations, as per the applicable privacy and data protection laws.
6. "User Content"
"User Content" includes any material—such as text, documents, multimedia, feedback, or suggestions—submitted, posted, or transmitted by users on or through the CodePex Platform. By submitting such content, users grant CodePex a worldwide, royalty-free, perpetual, and irrevocable license to use, display, modify, and distribute such content for operational, developmental, and promotional purposes, unless explicitly restricted by law.
7. "Documentation"
"Documentation" refers to all user manuals, training materials, digital help guides, product specifications, implementation instructions, or other technical and operational documents made available by CodePex to assist in the configuration, understanding, and use of its software or services. Such documentation remains the exclusive intellectual property of CodePex Technologies Private Limited and may not be copied, distributed, or modified without written authorization.
8. "Website"
"Website" refers to www.codepex.com and any of its subdomains or affiliated online platforms, blogs, or microsites managed or maintained by CodePex Technologies Private Limited for informational, commercial, or service-related purposes.
9. "Intellectual Property"
"Intellectual Property" encompasses all copyrights, trademarks, trade names, logos, patents, designs, source codes, user interface elements, algorithms, databases, proprietary content, and any other intellectual or industrial property rights owned, developed, or licensed by CodePex Technologies Private Limited. No rights are granted to Clients or Users except those explicitly stated in the applicable agreements or policies.
10. "Third-Party Services"
"Third-Party Services" refers to any software, plugins, APIs, payment gateways, communication tools, analytics systems, or other services provided by external vendors or partners that may integrate with or complement the CodePex ERP. CodePex assumes no responsibility or liability for the operation, data handling, or availability of such third-party integrations, which are governed by their respective terms of use and privacy policies.
11. "Subscription Plan"
"Subscription Plan" means the commercial package or pricing tier selected by the Client for access to the CodePex ERP or related modules, as described in the commercial proposal, invoice, or online order form. The subscription is governed by the payment terms, renewal cycles, and usage limits defined by CodePex, and may be subject to revision or termination under CodePex's discretion or applicable contractual clauses.
12. "Confidential Information"
"Confidential Information" means any non-public, proprietary, or sensitive information disclosed by either Party (primarily the Client or CodePex) in the course of engagement, whether orally, electronically, or in writing. This includes, without limitation, business data, pricing structures, login credentials, software architecture, and user access details. CodePex undertakes commercially reasonable measures to protect confidentiality but is not liable for disclosures caused by third-party breaches, technical failures, or circumstances beyond its reasonable control.
13. "Personal Information"
"Personal Information" refers to any information that identifies or relates to an individual user, such as names, contact details, credentials, or any other personally identifiable data collected during the use of CodePex ERP or its website, processed strictly in accordance with CodePex's Privacy Policy and applicable data protection regulations.
14. "Force Majeure Event"
"Force Majeure Event" means any event beyond the reasonable control of CodePex Technologies Private Limited, including but not limited to natural disasters, acts of God, war, terrorism, epidemics, governmental restrictions, strikes, cyberattacks, power outages, internet disruptions, or any other unforeseen circumstances that may affect the timely delivery or operation of its services.
15. "Agreement" or "Contract"
"Agreement" or "Contract" means the collectively binding set of documents, including the executed service order, Terms of Use, Privacy Policy, Disclaimer, and any other related legal policies published on www.codepex.com, which together constitute the complete and enforceable understanding between the Client and CodePex Technologies Private Limited.
16. "Effective Date"
"Effective Date" refers to the date on which the Client first subscribes to, accesses, or uses the CodePex ERP or related services, whichever occurs earlier, and from which all contractual obligations and rights commence.
17. "Applicable Law"
"Applicable Law" refers to all relevant laws, statutes, rules, and regulations in force in the Republic of India, including but not limited to the Information Technology Act, 2000, Indian Contract Act, 1872, and other relevant enactments governing digital data, electronic communication, and contractual transactions.
Interpretation
General Rule of Construction
Unless the context otherwise requires, the words and expressions used herein shall have the meanings respectively assigned to them under the section titled "Definitions." In the event of any ambiguity, inconsistency, or conflict in interpretation between this Disclaimer and any other policy, document, or communication, the interpretation most favourable to CodePex Technologies Private Limited shall prevail, unless otherwise expressly stated in writing.
Inclusive References
Any reference to an agreement, policy, document, law, regulation, or statute shall include all amendments, re-enactments, extensions, modifications, or replacements thereof as may be applicable from time to time. References to any clause, section, or schedule shall mean those contained in this Disclaimer unless otherwise expressly specified.
Headings and Captions
Headings, titles, and captions in this Disclaimer are inserted solely for ease of reference and shall not affect the meaning, interpretation, or scope of the clauses or provisions contained herein. The substantive meaning of the text shall prevail over the heading or caption assigned to it.
Gender and Number
Words importing the masculine gender shall include the feminine and neuter genders, and words importing the singular shall include the plural and vice versa, wherever the context so admits or requires. All references to "person" shall include individuals, partnerships, firms, companies, governmental bodies, or any other legal or juridical entities, whether incorporated or not.
Use of the Terms "Including," "Such As," and "For Example"
The words "including," "such as," and "for example" shall be deemed to be followed by the phrase "without limitation," and shall not be construed to limit the generality of the preceding terms. All lists or enumerations contained in this Disclaimer are illustrative and not exhaustive in nature.
Use of the Terms "Shall," "May," and "Will"
The word "shall" denotes a mandatory obligation; "may" denotes a permissive action or discretion; and "will" denotes an anticipated or future obligation or act. Wherever these terms appear, they shall be interpreted strictly in accordance with the intent of CodePex Technologies Private Limited as the service provider.
Collective and Individual References
References to a Party include that Party's successors, permitted assigns, legal representatives, and, where applicable, its affiliates or subsidiaries. References to multiple persons or entities shall apply jointly and severally unless expressly stated otherwise.
Electronic Equivalence
References to documents, notices, or agreements in written form shall include those transmitted electronically (e.g., by email, web form, or platform notification) provided that such communications are generated, issued, or maintained through official CodePex Technologies Private Limited systems or domains (including but not limited to www.codepex.com). For all legal and practical purposes, the online or digital version of any such document published or issued by CodePex shall prevail over any printed, physical, or unsigned version.
Governing Language
This Disclaimer and all related documents are drafted in the English language, which shall be the authoritative language for interpretation, enforcement, and dispute resolution. Any translation provided is for convenience only, and in case of inconsistency or discrepancy, the English version shall prevail.
Severability and Enforceability
If any provision, term, or part of this Disclaimer is held invalid, unlawful, or unenforceable by a competent court or authority, the remaining provisions shall continue in full force and effect. Such invalid or unenforceable provision shall be interpreted, modified, or replaced in a manner that most closely aligns with the original intent and commercial purpose of CodePex Technologies Private Limited.
Precedence of Online Policies
For all legal, operational, and contractual purposes, the latest online versions of CodePex's Terms of Use, Privacy Policy, Security Policy, Disclaimer, and any related legal documents published on www.codepex.com shall take precedence over any printed, manually signed, or outdated version of the same. The Client and/or User hereby acknowledges that continued access or use of the CodePex ERP constitutes valid acceptance of the latest online policies, irrespective of prior physical or digital agreements.
Reference to Law and Jurisdiction
Any reference to "law" or "regulation" herein shall be construed as a reference to the laws and regulations in force in the Republic of India, and all disputes arising out of or in connection with the interpretation or enforcement of this Disclaimer shall be subject exclusively to the jurisdiction of competent courts at Lucknow, Uttar Pradesh, India.