Welcome to CodePex ERP, a software service provided by CodePex Technologies Private Limited (“CodePex,” “we,” “us,” or “our”). By accessing or using our platform, you agree to comply with and be bound by these Terms and Conditions (“Terms”). If you do not agree to these Terms, you may not access or use the Service. By clicking “I Agree,” creating an account, or continuing to use the Service, you acknowledge that you have read, understood, and consented to be bound by this Agreement in accordance with the Information Technology Act, 2000, and the Digital Personal Data Protection Act, 2023.

For the purposes of this Agreement: • “Service” refers to CodePex ERP and/or www.codepex.com, including all software, modules, and related features. • “User” refers to any person or entity using the Service, including administrators, staff, students, and parents. • “Institution” refers to any school, college, or organization subscribing to the Service. • “Company” refers to CodePex Technologies Private Limited, based in Lucknow, Uttar Pradesh, India.

You must be at least 18 years of age or an authorized representative of an educational institution to register or use the Service. By using the Service, you represent that you meet these eligibility requirements.

CodePex ERP is a cloud-based school management platform that includes, but is not limited to: Core Modules: Student Information, Academic Management, Fee Accounting, Attendance Tracking, Examinations, and Communication Portals. Additional Features: Library, Transport, Hostel, Inventory, HR, Payroll, and Analytics Dashboard. Free Trial: We offer a 6-month free trial with no payment obligation. After the trial, subscription is required for continued access. Cancellation is possible anytime during the trial.

Users must register for an account to access our services or products or most features. You agree to: • Provide accurate, complete, and updated registration details. • Maintain confidentiality of login credentials. • Notify us immediately of any unauthorized access or security breach. • Accept full responsibility for all activities conducted under your account. Account Termination: We reserve the right to suspend or terminate your account for misuse, policy violation, non-payment, or security threats.

You agree not to: • Use the Service for unlawful or harmful purposes. • Access, probe, or disrupt non-public areas of the platform. • Interfere with system performance, security, or availability. • Upload malware, virus, harmful script/code, spam, or unauthorized data. • Use data scraping, bots, or similar automation tools.

1. Prohibition on Illegal, Harmful, and Malicious Activity You may not use the Service, in whole or in part, for any unlawful, harmful, malicious, or fraudulent purpose. Without limiting the foregoing, you shall not, directly or indirectly, use the Service to: a. commit, facilitate, or encourage illegal activity, including but not limited to theft, fraud, money-laundering, trafficking in illegal goods or services, distribution of illegal content, or evading law enforcement; b. intentionally plan or execute actions that cause physical harm to any person or property; c. publish, transmit, or share material that is illegal, obscene under applicable law, defamatory, harassing, threatening, abusive, invasive of privacy or publicity rights, or that otherwise infringes the legal rights of any third party; or d. assist, enable, or conspire with any person or entity to perform any of the foregoing acts. Example: Using the Service to coordinate or conceal the sale of stolen property, or to publish personally-identifying financial information for the purpose of identity theft.

You shall not attempt to gain unauthorized access to any portion of the Service, any other user’s account, or any systems, networks, or data connected to the Service. Prohibited conduct includes, but is not limited to: a. bypassing, defeating, or attempting to defeat any access controls, authentication, encryption, or other security mechanisms implemented by the Service; b. accessing, probing, scanning, or testing the vulnerability of the Service, its infrastructure, or non-public areas of the platform (including administrative interfaces, APIs, staging environments, and internal networks) without express prior written authorization; c. using or exploiting another party’s credentials, session tokens, or API keys without authorization; and d. reverse-engineering, decompiling, disassembling, or otherwise attempting to derive the source code, structural design, or protocols of the Service, except to the extent expressly permitted by applicable law. Example: Running an automated vulnerability scanner against the Service or using credential stuffing to access administrative endpoints.

You may not perform any action that degrades, overloads, or otherwise adversely affects the performance, integrity, reliability, security, or availability of the Service, its infrastructure, or other users’ access to the Service. This includes: a. launching or facilitating Distributed Denial of Service (DDoS) attacks, flooding, overloading, or resource-exhaustion events; b. intentionally creating conditions that cause excessive consumption of compute, storage, network bandwidth, or other system resources; c. deploying or distributing software or scripts that cause uncontrolled background resource consumption, memory leaks, infinite loops, or runaway processes; and d. interfering with, modifying, or disabling telemetry, logging, monitoring, or defensive controls used by the Service. Example: Using the Service to generate very high-volume automated requests to exhaust CPU or bandwidth and cause outages for other customers.

You shall not upload, publish, distribute, or otherwise transmit any software, content, or data that contains malware, viruses, trojans, worms, ransomware, spyware, logic bombs, harmful scripts, or other harmful code. You also shall not: a. embed hidden, obfuscated, or polymorphic code designed to evade detection; b. distribute unsolicited bulk messages (spam) or otherwise use the Service to send deceptive, malicious, or unlawful communications; and c. host, distribute, or link to files that are known or reasonably suspected to contain harmful content. Example: Uploading an executable that, when downloaded, encrypts devices or installing a script that installs a cryptocurrency miner without user consent.

You shall not use automated means—including but not limited to bots, spiders, scrapers, crawlers, data-extraction tools, or automated scripts—to access, collect, index, aggregate, copy, or harvest data from the Service or third-party services integrated with the Service, unless you have express prior written authorization from the Service provider. Prohibited activities include: a. scraping other users’ personal information, content, or metadata at scale; b. circumventing rate limits, API quotas, or other technical restrictions by rotating IPs, using distributed proxies, or otherwise obfuscating traffic sources; c. creating automated agents that impersonate human users for the purpose of deception or to harvest information; and d. aggregating or republishing proprietary content, pricing, or other data from the Service without permission. Example: Running a headless-browser scraper that extracts contact lists from customer accounts and stores them in an offline database.

You must comply with all applicable data protection, privacy, and confidentiality obligations. Without limiting that duty, you may not: a. collect, process, or disclose personal data in violation of applicable law or of the privacy settings and consents provided by the data subjects; b. use the Service to publish or disseminate personal data (such as national ID numbers, credit card information, health records, or other sensitive personal data) without valid lawful basis and safeguards; or c. re-identify, deanonymize, or attempt to reverse engineer anonymized or pseudonymized datasets. Example: Exporting a dataset containing student names and health records and publishing it publicly without consent.

You may not upload, host, or distribute content through the Service that infringes or violates the intellectual rights and/or harms the property, trade secrets, or contractual rights of CodePex or third-party intellectual property, trade secrets, or contractual rights. This includes: a. uploading copyrighted material (software, images, video, text, screenshots) without authorization; b. distributing or facilitating distribution of counterfeit goods or counterfeit software; and c. using the Service to create, host, or distribute tools intended to enable IP infringement (e.g., torrent indexers, serial-key generators). Example: Hosting a collection of paid e-textbooks and offering them for download without publisher rights.

You shall not abuse platform support, billing, or administrative functions. Prohibited conduct includes: a. submitting false or misleading information to obtain a trial, credits, or a refund; b. initiating chargebacks without first attempting to resolve billing disputes through mutually agreed channels; and c. impersonating Service personnel or other users in communications with third parties or the Service. Example: Opening multiple trial accounts by falsifying identity documents to circumvent usage limits.

We reserve the right, at our sole discretion and to the maximum extent permitted by law, to: a. monitor usage to detect violations of these rules and to protect the Service and its users; b. suspend, limit, or terminate accounts, remove content, throttle traffic, or quarantine data where we reasonably believe a violation has occurred or to prevent an imminent risk; c. take any technical or legal actions necessary to remediate security incidents, including notifying affected parties and cooperating with law enforcement; and d. pursue any and all available remedies — including injunctive relief and monetary damages — against violators. Procedure: Where feasible and safe to do so, we will notify the account holder of the violation and provide an opportunity to remediate. We may take immediate action without prior notice if delay would cause material harm.

You agree to indemnify, defend, and hold harmless the Service, its affiliates, officers, directors, employees, agents, and licensors from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with your breach of these Prohibited Uses, your misuse of the Service, or your violation of applicable law.

Nothing in this clause limits the Service’s right to seek injunctive and other equitable relief to prevent or mitigate actual or threatened breaches. The Service’s exercise of rights under this clause does not preclude pursuit of any other remedies available at law or in equity.

To avoid ambiguity, the following are illustrations of prohibited conduct (this list is illustrative only and not exhaustive): • Using the Service to operate bot-nets, proxy farms, or mass-mailing spam infrastructures. • Uploading a script which, when executed by others, installs backdoors or exfiltrates data. • Scraping user lists from the platform and reselling them. • Attempting to access the Service’s administrative API endpoints without credentials. • Intentionally creating content designed to trigger or exploit system vulnerabilities (e.g., specially-crafted payloads).

If you believe a user or third party is violating these terms or creating an immediate security risk, please report the suspected violation immediately to the Service’s security or legal team at: legal@codepex.com. Provide as much relevant detail as possible (timestamps, affected resources, logs, screenshots) to enable prompt investigation.

The Service expressly reserves all rights not expressly granted in these Terms. We may update or modify these Prohibited Uses from time to time; such updates are effective as set forth in the Agreement.

For the purposes of this clause, “pornographic or obscene material” shall include, but is not limited to: a. any visual, textual, or audio representation of sexual activity or sexual organs that is intended to arouse, gratify, or exploit sexual desire; b. material that depicts nudity, sexual acts, or sexual services, including simulated sexual activity, in a manner that violates community standards of decency or is prohibited by law; c. depictions involving minors, real or fictional, in sexualized or suggestive contexts, including child sexual abuse material (CSAM), “deepfake” pornography, or any derivative thereof; d. obscene or lascivious representations of violence, sexual coercion, bestiality, or other forms of sexual exploitation; and e. any hyperlink, embedded content, or file that directs users to, or facilitates access to, such material. This definition is intended to be interpreted broadly to ensure compliance with all applicable laws relating to obscenity, pornography, decency, and protection of minors, including the Information Technology Act, 2000, and its associated rules in India, as well as analogous provisions under international or regional law applicable to the user’s jurisdiction. This clause shall be interpreted broadly in accordance with Sections 67, 67A, and 67B of the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and any other applicable domestic or international law regulating obscenity, pornography, or protection of minors.

Users shall not use the Service, directly or indirectly, to promote, advertise, solicit, or operate websites, businesses, or communications relating to adult entertainment, pornography, sexual services, or any other similar or related activity, whether or not for profit. This includes but is not limited to: a. promote, advertise, or solicit participation in adult or pornographic websites, products, or services; b. distribute adult films, images, videos, files, text or related material, whether paid or free; c. offer escort, sexual entertainment, or other adult-oriented commercial services; d. maintain file repositories, streaming links, or message boards related to pornographic or obscene material; or e. use the Service to circumvent legal or platform-based content restrictions on adult content distribution. f. hosting or linking to adult or pornographic content; g. using the Service to conceal or facilitate any of the above through code obfuscation, encryption, or disguised metadata.

All data, content, files, information, or materials (“User Data”) stored, uploaded, saved, provided, linked, or referenced by users—including but not limited to Schools, Colleges, Educational Institutions, Administrators, Faculty Members, Parents, Students, or any other authorized or associated individuals or entities—shall remain entirely and exclusively the responsibility of such users. All content uploaded, shared, or transmitted through the Service remains the responsibility of the account holder. By using the Service, the user affirms and warrants that none of the material they provide, host, or transmit: a. constitutes pornography or obscene content as defined above; b. violates the laws, rules, or regulations of any competent governmental authority; or c. infringes the rights, dignity, or privacy of any individual or group. By submitting, storing, or transmitting any data through the Service, the user acknowledges, represents, and warrants that: a. the User Data is lawful, non-obscene, accurate, and appropriate for educational and administrative use; b. the User Data does not contain or link to any pornographic, obscene, illegal, defamatory, infringing, or otherwise prohibited material; c. the user has obtained all necessary rights, permissions, and consents required under applicable law to collect, store, process, display, or transmit such data; d. the submission or storage of such data does not violate the rights (including privacy, data protection, or intellectual property rights) of any third party; and e. the user shall be solely liable for any consequences, losses, claims, penalties, or damages arising out of or related to such data, including legal claims by affected individuals or authorities. The Service retains sole discretion to determine whether content violates this provision. Such determinations are final and binding for purposes of enforcement.

If CodePex Technologies reasonably determines, or is notified by competent authorities, that any User Data or activity violates this clause, or is notified that a user has uploaded, transmitted, or otherwise made available pornographic or obscene material or any illegal material in violation of the policies of the company then we reserves the right, at our sole discretion and without prior notice, to: a. immediately suspend or permanently terminate the user’s account; b. remove, restrict access to, or permanently delete any offending content or data; b. suspend or terminate the user’s account or institutional access or remove or block access to the offending content; c. notify and cooperate with law enforcement or other governmental authorities as required under applicable law, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021) d. preserve relevant information for investigation or legal proceedings or preserve relevant data or logs for evidentiary purposes; e. pursue all available legal remedies, including civil and criminal action, for damages or injunctive relief. f. cooperate with law enforcement or regulatory authorities and provide information, records, or logs as may be lawfully required; g. pursue civil, criminal, or administrative remedies for damages, injunctions, or other appropriate relief. Such action may be taken immediately and without liability, in order to comply with legal obligations or to prevent harm to the public, other users, or the integrity of the Service. The Service shall not be liable to the user or to any third party for any removal, suspension, or disclosure undertaken in good faith pursuant our policies.

The Service Provider, CodePex Technologies Private Limited, its affiliates, officers, employees, and contractors do not manually, humanly, mechanically, or automatically monitor, check, examine, scrutinize, audit, verify, or review any User Data uploaded, stored, linked, or transmitted through the Service. Accordingly: a. The Service operates solely as a technology intermediary and hosting provider, enabling users to manage their educational and institutional data within a controlled platform environment. b. The Service Provider does not pre-screen, moderate, or inspect content uploaded by users. Any review of such content, if performed, shall be at the sole discretion of the Service Provider and shall not impose any continuing obligation or duty to monitor. c. The responsibility for the accuracy, legality, decency, integrity, and appropriateness of all data resides exclusively with the user who provided or uploaded it. d. The Service Provider shall not be responsible or liable, directly or indirectly, for any errors, omissions, violations of law, or infringement arising from User Data, nor for any damages or losses caused thereby.

Each user agrees to indemnify, defend, and hold harmless CodePex Technologies Private Limited, its directors, officers, employees, affiliates, and service partners from and against any and all claims, demands, suits, damages, liabilities, costs, penalties, or expenses (including reasonable attorney’s fees) arising from or related to: a. any User Data uploaded, stored, linked, or transmitted by the user; b. any alleged or actual violation of our policies and clauses or of applicable laws concerning obscenity, data protection, or unlawful content; or c. any harm, defamation, infringement, or privacy breach caused by such data or conduct.

CodePex Technologies enforces a zero-tolerance policy for any pornographic, obscene, or indecent content or any violation of our rights, services, products etc but not limited to this only. Violation of our policies and clauses constitutes a material breach of the Terms, Conditions and our Policies of Service and Product and may result in immediate termination of access and cooperation with law enforcement. The Service Provider reserves all rights to interpret, amend, or expand our policies and clauses as may be required to maintain compliance with legal or regulatory developments and to protect the integrity and ethical use of the Service.

If any person or institution becomes aware of content or data hosted or transmitted through the Service that appears to be pornographic, obscene, or otherwise in violation of law or our policies and clauses, they shall immediately report such content to the Service Provider’s Compliance or Legal Team at: legal@codepex.com Reports should include, where possible, URLs, timestamps, account identifiers, and a brief description of the material concerned. The Service shall review such reports expeditiously and take appropriate action consistent with applicable law. Upon receiving a bona fide complaint, CodePex Technologies shall take expeditious action as required under Rule 3(1)(b)(ii) of the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, including removal of such content within the prescribed time and cooperation with relevant authorities. Violations may result in account suspension or legal action or both or denial of services in/for future usage.

15.10.1. General Principle of Accountability In the event that any user, client, institution, or third party—whether directly, indirectly, intentionally, negligently, or otherwise—causes damage, disruption, interference, loss, or degradation to the Services, Software, Systems, Infrastructure, Networks, Databases, Intellectual Property, Brand Reputation, or any other tangible or intangible asset of CodePex Technologies Private Limited (hereinafter referred to as “CodePex Technologies” or “the Company”), such party shall be fully liable for all resulting losses, damages, costs, and expenses incurred by the Company. This clause applies equally to all forms of damage, including but not limited to: a. technical harm (such as security breaches, data corruption, deletion, alteration, or destruction of software components or infrastructure); b. commercial or reputational harm (including false statements, defamation, misrepresentation, or misuse of the Company’s name, trademark, or goodwill); c. economic loss (including loss of business, revenue, clients, or opportunities); and d. intellectual property infringement, unauthorized use, reverse-engineering, or copying of proprietary software, code, UI/UX design, database structures, APIs, or other confidential assets.

For the purposes of this clause, “damage” shall include any direct, indirect, consequential, punitive, exemplary, or special damage arising from acts or omissions of users, clients, or third parties. Such damage includes, without limitation: • unauthorized access to or interference with Company systems or servers; • injection of malicious code, viruses, or automated bots into the Service; • attempted or successful circumvention of security mechanisms or license restrictions; • use of Company resources in a manner that causes system downtime, service degradation, or data loss; • disclosure of confidential information, trade secrets, or proprietary methodologies; • breach of contractual obligations, including non-payment or misuse of intellectual property; and • any other act or omission causing quantifiable or reputational harm to the Company or its affiliates.

In such circumstances, CodePex Technologies Private Limited expressly reserves all legal rights and remedies available under applicable law, including but not limited to: a. Civil Remedies – to institute legal proceedings before competent courts for recovery of monetary damages, injunctive relief, specific performance, or any other equitable relief as deemed appropriate under the Code of Civil Procedure, 1908, and relevant commercial laws; b. Criminal Remedies – to lodge complaints or initiate prosecution under relevant provisions of the Indian Penal Code (IPC), the Information Technology Act, 2000, and any other applicable statute for acts such as hacking, tampering, fraud, data theft, or criminal breach of trust; c. Intellectual Property Enforcement – to pursue legal action for infringement, piracy, or misuse of the Company’s proprietary software, trademarks, copyrights, designs, trade secrets, or confidential information, including proceedings under the Copyright Act, 1957, and the Trade Marks Act, 1999; d. Injunctive Relief – to seek immediate temporary or permanent injunctions before civil or commercial courts to restrain ongoing or imminent acts of misuse or damage; e. Arbitration or Alternate Dispute Resolution (ADR) – where applicable, to invoke arbitration or mediation under the terms of any existing agreement or as per the Arbitration and Conciliation Act, 1996; and f. Interim Relief – to approach competent courts for interim measures to preserve evidence, restrain further misuse, and protect the Company’s interests pending resolution of the dispute.

In addition to damages, the offending user, client, or entity shall be liable to compensate CodePex Technologies for: a. the full value of all tangible and intangible losses suffered, including but not limited to technical recovery costs, investigation expenses, expert fees, restoration costs, and replacement of damaged assets; b. all legal, administrative, and enforcement costs incurred in pursuing claims or remedies, including reasonable advocate’s fees, court fees, and out-of-pocket expenditures; c. applicable interest on the awarded or determined damages from the date of occurrence until full payment; and d. any statutory penalties or fines imposed on the Company as a result of the user’s acts or omissions. Such compensation shall be payable immediately upon demand, without prejudice to any other rights or actions available to the Company.

The Company’s exercise or non-exercise of any right or remedy under this clause shall not constitute a waiver of such right or remedy. All rights and remedies available to CodePex Technologies under this clause are cumulative and not exclusive of any other right, remedy, or claim available under law, equity, or contract.

This clause and any dispute arising out of or in connection with acts of damage, misuse, or interference against CodePex Technologies shall be governed by and construed in accordance with the laws of the Republic of India, without regard to conflict of law principles. The parties expressly agree that the courts of Varanasi, Uttar Pradesh, India (or such other jurisdiction as specified by CodePex Technologies from time to time) shall have exclusive jurisdiction to adjudicate any dispute, claim, or proceeding arising under or in relation to this clause or the Terms of Service generally.

In addition to pursuing its own remedies, CodePex Technologies reserves the right to cooperate fully with law enforcement agencies, regulators, or third-party investigators where damage to its systems, intellectual property, or operations is suspected or detected. This may include sharing of access logs, metadata, IP addresses, transaction histories, and other technical or account-related information in accordance with applicable law. The Company may also notify affected institutions, partners, or users of such incidents to prevent further harm.

Pending investigation or legal proceedings, the Company may, at its sole discretion: a. suspend or restrict access to the Services, accounts, or connected systems of the suspected party; b. disable certain functionalities to prevent further misuse or damage; c. preserve relevant logs, backups, and audit data for evidentiary purposes; and d. implement technical countermeasures, including blocking access, IP bans, or revocation of API credentials. Such measures may be taken without prior notice if, in the reasonable opinion of CodePex Technologies, delay would cause irreparable harm or compromise system integrity.

Where feasible and not prejudicial to ongoing investigations, CodePex Technologies may notify the user or client of the alleged violation and provide an opportunity to respond or rectify the matter within a reasonable period. Failure to provide satisfactory explanation or remediation within the specified period may result in permanent suspension, legal proceedings, and other remedial actions as described herein.

Nothing in this clause shall be construed as imposing liability upon CodePex Technologies Private Limited for any damage, loss, or harm arising from acts or omissions of users, clients, or third parties. The Company’s liability, if any, shall at all times be limited to the extent expressly stated in its primary Terms of Service and Subscription Agreement, and shall in no case extend to indirect, consequential, or punitive damages claimed by users.

15.11. Rights to Legal Action, Remedies, and Indemnification 15.11.1. Right to Seek Legal Remedies In the event that any user, client, institution, representative, or any other individual or entity — including but not limited to schools, colleges, teachers, students, parents, administrative staff, or their authorized personnel — causes, directly or indirectly, any loss, damage, impairment, disruption, or adverse impact to the Services, platforms, systems, software, infrastructure, databases, intellectual property, brand reputation, goodwill, or other tangible or intangible assets of CodePex Technologies Private Limited (hereinafter “CodePex”), whether by negligence, intentional act, omission, breach of these Terms, violation of applicable law, or through any misuse or unauthorized access, CodePex expressly reserves the right to initiate appropriate legal proceedings before any competent court or tribunal having jurisdiction in India. Such proceedings may include, but are not limited to: • Civil action for damages, injunctions, or declaratory relief under the Civil Procedure Code, 1908, and relevant laws of contract and tort; • Criminal prosecution for offences such as unauthorized access, tampering, data theft, or damage under the Information Technology Act, 2000, and the Indian Penal Code, 1860; • Intellectual property enforcement under the Copyright Act, 1957, and Trade Marks Act, 1999, for infringement, misuse, or dilution of CodePex’s proprietary assets; • Recovery of compensation, costs, and attorney’s fees for any loss or expense incurred by CodePex in mitigating or remedying such actions.

15.11.2. Indemnification by Users and Clients Each user, institution, or client, by accessing or using the Service, hereby agrees to indemnify, defend, and hold harmless CodePex Technologies Private Limited, including its directors, founders, officers, employees, affiliates, licensors, service partners, and representatives, from and against any and all claims, suits, actions, proceedings, demands, losses, damages, penalties, liabilities, costs, or expenses (including reasonable attorney’s fees and litigation expenses) arising out of or in connection with: a. any breach of these Terms of Service or the Acceptable Use Policy by the user or their affiliates; b. any misuse, unlawful, or unauthorized use of CodePex’s products, services, platforms, or data systems; c. any violation of applicable local, national, or international laws, rules, or regulations by the user; d. any infringement or violation of the intellectual property, privacy, or proprietary rights of CodePex or any third party; e. any content, data, or material uploaded, stored, shared, or transmitted by the user that violates law, morality, or public order; f. any claim by a third party (including educational institutions, students, parents, or government authorities) resulting from or related to the user’s actions, omissions, or data management practices. The user’s duty to indemnify shall survive the termination or suspension of their account, the discontinuation of services, or the expiration of any contractual relationship with CodePex.

15.11.3. Limitation of Liability for CodePex CodePex shall not, under any circumstances, be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or related to: a. unauthorized access to or alteration of user data; b. any interruption, suspension, or termination of the Service caused by acts beyond CodePex’s reasonable control; c. reliance on or use of data uploaded by users, including educational institutions, administrators, parents, or students; d. loss of goodwill, business opportunities, or profits due to user misconduct or violation of this Agreement; or e. any event constituting force majeure under applicable law. This limitation applies even if CodePex has been advised of the possibility of such damages. Users acknowledge and accept that they access and use the Service entirely at their own risk and responsibility.

15.11.4. Right to Recover Damages and Legal Costs If CodePex suffers any financial or reputational loss, or incurs any expense in consequence of user misconduct, data misuse, security breach, or unlawful activity, it reserves the unqualified right to: a. recover from the user all actual, consequential, and statutory damages, including loss of revenue or data; b. seek injunctive relief to prevent further damage or misuse; c. claim compensation for legal fees, investigation costs, system restoration, and administrative overheads; and d. enforce recovery through civil suit, arbitration, or any other legally recognized mechanism. All such claims shall be subject to the jurisdiction of the courts at Lucknow, Uttar Pradesh, India, which shall have exclusive jurisdiction over any dispute arising under or related to these Terms.

15.11.5. Cooperation with Legal Authorities CodePex retains the right and duty to cooperate fully with any law enforcement authority, judicial agency, or regulatory body investigating or prosecuting unlawful acts that may involve or affect its systems, data, or services. This includes sharing relevant information, records, and access logs where legally mandated under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, or any other applicable statutory framework.

15.11.6. Reservation of Rights The rights and remedies set forth in this clause are cumulative and in addition to any other rights or remedies available to CodePex under law, equity, or contract. No failure or delay in exercising any right or remedy shall constitute a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

15.11.7. Notice of Claims and Dispute Resolution Before initiating formal legal action, CodePex may, at its discretion, issue a notice of claim or cease-and-desist communication to the offending user, requiring rectification, compensation, or clarification within a specified period. If no satisfactory resolution is reached, CodePex may proceed with formal legal action or initiate arbitration proceedings in accordance with the Arbitration and Conciliation Act, 1996, as amended, appointing a sole arbitrator mutually agreed upon by both parties. The arbitration shall be conducted in English at Lucknow, India.

15.11.8. Survival of Legal Rights The provisions of this clause shall survive the termination, suspension, or expiration of the user’s account, subscription, or contractual relationship with CodePex. CodePex’s rights to damages, indemnification, and legal remedies shall remain enforceable regardless of whether the Service remains active or discontinued for that user.

All intellectual property rights in the CodePex Service, including trademarks, software, designs, and documentation, are the exclusive property of CodePex Technologies Private Limited. Users may not use CodePex branding or content without prior written consent. You retain ownership of data entered into the system. CodePex only uses such data as necessary to operate the Service.

Both parties agree to maintain the confidentiality of non-public data, including institutional, student, and financial information, and not to disclose it to any third party except as required by law.

Your use of the Service is also governed by our Privacy Policy, incorporated herein by reference. We comply with the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and other applicable regulations.

We guarantee 99.9% uptime except during maintenance or unforeseen outages. CodePex reserves the right to modify or discontinue any feature, with reasonable notice to users. Service credits may be provided for verified extended downtime.

To the fullest extent permitted by law: • CodePex shall not be liable for indirect, incidental, or consequential damages. • Users are responsible for maintaining local data backups. • CodePex’s total liability shall not exceed the fees paid in the preceding 12 months. Indemnification: You agree to indemnify and hold harmless CodePex, its employees, and affiliates against any claims arising from your breach of these Terms or misuse of the Service.

We shall not be liable for any failure to perform due to events beyond our control, including natural disasters, cyberattacks, or government actions.

Either party may terminate the agreement with notice. Upon termination: • Access will cease at the end of the billing period. • Data may be exported within 30 days. • Data will be retained for 90 days post-termination and then permanently deleted.

These Terms are governed by the laws of India, and disputes shall fall under the exclusive jurisdiction of the courts in Lucknow, Uttar Pradesh. Unresolved disputes shall be settled via arbitration under the Arbitration and Conciliation Act, 2015.

16.1. Privacy and Data Protection Compliance 16.1.1. User Data Responsibility: Users, including schools, colleges, administrators, parents, and students, acknowledge and agree that all personal and institutional data submitted, stored, processed, or transmitted through the Services (“User Data”) is solely the responsibility of the user or client institution. 16.1.2. Data Processing and Compliance: CodePex Technologies acts as a data processor to provide the Services and shall implement reasonable technical and organizational safeguards to protect the confidentiality, integrity, and security of User Data. Users retain responsibility for obtaining any required consent, authorization, or lawful rights for collection, storage, and processing of such data, including compliance with applicable privacy and data protection laws, such as the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and other relevant international data protection regulations. 16.1.3. Data Access and Disclosure: CodePex may access User Data as necessary to provide, maintain, and improve the Services or as required by law, government authorities, or court orders. CodePex shall not be liable for lawful disclosures of User Data. 16.2. Service Availability and SLA Disclaimer 16.2.1. CodePex Technologies strives to maintain uninterrupted access to its Services; however, no guarantee of continuous availability or uptime is provided. Users acknowledge that temporary outages, delays, or interruptions may occur due to scheduled maintenance, updates, network issues, or circumstances beyond CodePex’s reasonable control. 16.2.2. Any Service Level Agreement (SLA) or uptime commitment shall be subject to the terms of the subscription agreement, and failure to meet SLA targets shall not create liability beyond any specific remedies explicitly agreed in writing. 16.3. Intellectual Property Ownership and User Content License 16.3.1. Ownership: All software, applications, platform designs, UI/UX, APIs, databases, trademarks, logos, documentation, and other materials provided by CodePex Technologies (“Platform IP”) are the exclusive property of CodePex Technologies. Users acquire no ownership rights in Platform IP. 16.3.2. User Content License: Users retain ownership of the content they upload, submit, or generate (“User Content”). By using the Services, users grant CodePex a non-exclusive, royalty-free, worldwide license to access, store, display, process, and use such content solely to provide, maintain, and improve the Services. Users warrant that they have the right to grant this license. 16.3.3. Restrictions: Users shall not reverse-engineer, copy, reproduce, distribute, modify, or create derivative works of Platform IP or bypass any access controls or licensing mechanisms. 16.4. Third-Party Integrations and Links 16.4.1. The Services may provide or allow integration with third-party applications, software, or content (“Third-Party Services”). Users acknowledge that CodePex does not control and is not responsible for the content, functionality, privacy, or security of such Third-Party Services. 16.4.2. Users agree to comply with the terms, policies, and usage restrictions imposed by any Third-Party Service provider. CodePex shall not be liable for any loss, damage, or claims arising from the use of, or reliance upon, Third-Party Services. 16.5. Billing and Subscription Enforcement 16.5.1. Users agree to pay all fees for the Services in accordance with the chosen subscription plan. Unless explicitly stated otherwise, fees are payable in advance. 16.5.2. Non-payment, delayed payment, or failed transactions may result in suspension or termination of access to the Services. Users remain liable for any outstanding balances and associated recovery costs, including legal fees incurred by CodePex. 16.5.3. Refunds, cancellations, or credits are subject to the terms specified in the subscription agreement and any applicable law. 16.6. Additional Prohibited Uses of Educational Data 16.6.1. Users shall not use, share, sell, or otherwise exploit educational, institutional, or personal data (including student, parent, or staff information) for commercial, research, marketing, or competitive purposes without explicit authorization. 16.6.2. Users shall not manipulate or misrepresent data in a manner that affects reporting, grading, or institutional outcomes. Violation constitutes a material breach of these Terms. 16.7. Limitation of Liability and Force Majeure 16.7.1. Limitation of Liability: Except as required by law, CodePex Technologies shall not be liable for indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, goodwill, data, or business opportunities, arising from the use or inability to use the Services. 16.7.2. Cap on Liability: CodePex’s total liability, if any, shall not exceed the total fees paid by the user for the relevant subscription period in which the claim arose. 16.7.3. Force Majeure: CodePex shall not be liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, acts of government, cyberattacks, pandemics, strikes, or network failures. 16.8. Account Termination and Suspension Rights 16.8.1. CodePex reserves the right to suspend, restrict, or terminate accounts at its sole discretion for: • violation of these Terms or Acceptable Use Policy; • illegal or harmful use of the Services; • suspected security breaches or fraudulent activity; • non-payment of fees or subscription violations. 16.8.2. Upon termination, CodePex may delete, restrict, or retain User Content in accordance with applicable laws and the subscription agreement. CodePex shall not be liable for any loss of content resulting from suspension or termination. 16.9. Reporting Obligations and Cooperation with Authorities 16.9.1. Users must promptly report any security breaches, misuse, violations, or suspected unlawful activity related to the Services to CodePex’s Compliance or Legal Team at [Insert Compliance Email]. 16.9.2. CodePex reserves the right to cooperate with law enforcement, regulatory authorities, or judicial bodies, including sharing logs, User Data, and relevant technical information, to investigate or prevent unlawful activity or protect the integrity of its Services. 16.9.3. Users acknowledge that failure to report known violations or misuse may itself constitute a breach of these Terms.

17 . 1. 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. 17 . 2. 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.

1. Definitions Unless otherwise defined in the MSA, the following terms shall have the meanings assigned below: 1.1 "Invoice Date" means the date on which CodePex issues a tax invoice to the Client. 1.2 "Due Date" means the last date for payment mentioned on the invoice. 1.3 "Grace Period" means the additional number of days (if any) allowed after the Due Date before late fees or suspension apply. 1.4 "Outstanding Amount" means any unpaid principal, taxes, penalties or late fees. 1.5 "Arrears" means any Outstanding Amount that remains unpaid beyond the Grace Period. 1.6 "Pro-Rata Billing" means the calculation of charges proportionate to the duration of service provided within a billing cycle. 1.7 "Dispute Window" means the period of 7–14 days (as applicable) from the Invoice Date during which the Client may raise a billing dispute. 1.8 "Service Credits" means credits (not cash refunds) issued for SLA deviations. 1.9 "Suspension" means temporary restriction of access due to non-payment or breach of terms. 1.10 "Termination" means cessation of services and closure of the Client's account as per the Agreement.

2.1 Advance Payment Requirement All subscription fees, onboarding charges, module fees, and annual/periodic renewals shall be payable strictly in advance. Activation or continuation of services shall occur only upon receipt of advance payment. 2.2 Invoice Issuance Invoices shall be issued electronically and shall be deemed received by the Client on the date of email dispatch. 2.3 Due Date & Grace Period Payments must be made on or before the Due Date. A Grace Period (if provided) shall be solely at CodePex's discretion. 2.4 Late Fees Any payment not received by the Due Date shall attract late payment interest/charges as specified in the invoice or pricing policy. Late fees shall continue to accrue until the Outstanding Amount is fully settled. 2.5 Part-Payments Part-payments do not exempt the Client from late fees. Partial settlement shall first be adjusted against the oldest unpaid invoice. 2.6 Separate Usage-Based Charges SMS, WhatsApp, cloud storage extension, bandwidth overages, additional modules, and custom integrations shall be billed separately as per actual usage or approved quotations.

3.1 GST Applicability All invoices shall include GST as per prevailing Indian tax laws. 3.2 GSTIN & Invoice Amendments GSTIN or address corrections must be requested within the same tax period. CodePex is not obligated to amend invoices after the statutory time limit. 3.3 Withholding of Payment Taxation disputes shall not delay payment of invoices. Payment obligations remain independent of GST-related clarifications.

4.1 Raising a Dispute Any billing dispute must be raised in writing within the Dispute Window. Disputes raised beyond this period shall not be entertained. 4.2 Effect of Dispute on Payment Obligations Only the disputed portion may be withheld until review. Undisputed portions must be paid by the Due Date. 4.3 Resolution Timeline CodePex shall investigate the dispute and respond within a reasonable timeframe. The Client shall provide documents, records, payment proofs or logs as required.

5.1 Service Levels CodePex shall make commercially reasonable efforts to maintain uptime and performance per the SLA. 5.2 SLA Credits (No Refunds) Any SLA deviation shall be compensated only through service credits. Service credits: (a) cannot be converted into refunds; (b) cannot be applied against overdue or pending invoices; (c) shall apply only to future billing periods. 5.3 No Waiver of Fees Due to Performance Issues Temporary downtime, maintenance windows, or performance concerns shall not relieve the Client from payment obligations.

6.1 Suspension If payment remains unpaid beyond the Grace Period (if any), CodePex may restrict or suspend services until full payment is received. 6.2 Notices CodePex shall issue reminders and/or notices before suspension. Non-receipt of such communication due to incorrect contact details shall not invalidate CodePex's right to suspend. 6.3 Reactivation Fees Reactivation of suspended accounts may be subject to reconnection fees. 6.4 Termination If payments remain unpaid for an extended period (45–90 days or as defined in the agreement), CodePex may terminate the account. All dues up to the termination date shall remain payable.

7.1 Non-Refundability All advance payments, subscription fees, onboarding charges, and annual plans are strictly non-refundable. 7.2 Mid-Term Cancellation Cancellation during a billing period shall not entitle the Client to any refund or partial credit. 7.3 Effect of Cancellation Upon cancellation or termination, the Client must clear all Outstanding Amounts before requesting data export.

8.1 Data Ownership All academic and administrative data uploaded by the Client shall remain the property of the Client. All intellectual property, platform logic, source code, modules and architecture belong exclusively to CodePex. 8.2 Data Export Rights The Client may download their data through available export functions. Special export requests or custom formats may incur additional charges. 8.3 Data Retention Post Termination CodePex shall retain Client data for a limited period (typically 30–90 days) after suspension or termination. After the retention window, data may be permanently deleted. 8.4 Liability for Data Loss Post Retention Period CodePex shall not be liable for any data loss after the retention window lapses.

9.1 Standard vs Custom Features The subscription includes access only to standard features of CodePex ERP. Customizations, integrations or additional modules are not included. 9.2 Custom Development Charges Any custom work shall be executed only after written approval and quotation acceptance by the Client. 9.3 Delays in Custom Work Delays in custom development shall not affect subscription fees or payment schedules.

10.1 Consolidated Billing If billing is consolidated, non-payment by any branch shall affect all branches under the same account. 10.2 Authorized Contacts Only designated billing contacts or authorized signatories of the Client shall be recognized for financial approvals and commitments.

11.1 Auto-Renewal Subscriptions may auto-renew unless the Client provides written cancellation before the renewal notification period. 11.2 Renewal Notice Renewal reminders shall be sent 30–45 days prior. Non-receipt of reminders shall not invalidate renewal obligations.

12.1 This Annexure shall be governed by the laws of India. 12.2 Any dispute arising from billing, payments, or financial terms shall be subject to the jurisdiction of courts located in the city where CodePex Technologies Pvt. Ltd. maintains its registered office.

13.1 CodePex shall not, under any circumstances, be liable for indirect, incidental or consequential financial losses arising from delayed payments, suspension, data retention expiry, or billing disputes. 13.2 The maximum financial liability of CodePex, if any, shall be limited strictly to the amount of service credits specified under the SLA.

1. Subscription & Payment Structure 1.1 Advance Payment Required CodePex ERP operates on an advance-payment model. Your subscription, modules, hosting resources, and support are activated only after full payment is received. 1.2 Billing Cycles Depending on your plan, you may be billed annually, semi-annually, quarterly, or monthly. Billing cycle details are shared during onboarding. 1.3 What Your Subscription Includes Your subscription generally includes: • Access to selected ERP modules • Cloud hosting and data storage within your plan limits • Regular product updates • Standard support Usage-based services (SMS, WhatsApp notifications, extra storage, etc.) are billed separately. 2. Invoices & Due Dates 2.1 Invoice Delivery Invoices are sent to your registered billing email and appear in your Billing Dashboard. 2.2 Payment Due Date Each invoice clearly displays the due date. We request timely payment to avoid service disruption. 2.3 Grace Period A short grace period may be offered at CodePex's discretion. After this period, late fees may apply. 3. Late Payments & Overdue Accounts 3.1 Late Fees If payment is not received by the due date, late fees or interest may be added as per our billing policy. 3.2 Reminders We send payment reminders before and after the due date to ensure you do not miss any important deadlines. 3.3 Service Restriction & Suspension If invoices remain unpaid for a long period: • Some features may be temporarily restricted • The account may be suspended until dues are cleared Your data remains safe during suspension. 4. Renewals & Auto-Renewal 4.1 Renewal Notices We notify schools 30–45 days before renewal to give enough time for approval and processing. 4.2 Auto-Renewal Most subscriptions auto-renew to ensure continuity. You may opt out anytime before the renewal date by informing us in writing. 5. Refunds & Cancellations 5.1 Non-Refundable Payments All subscription fees, onboarding charges, and annual plans are non-refundable due to advance provisioning of resources. 5.2 Mid-Cycle Cancellation If you choose to discontinue mid-cycle, the remaining subscription period cannot be refunded or credited. 6. Usage-Based Charges (SMS, WhatsApp, Storage, etc.) 6.1 Messaging Charges SMS and WhatsApp notifications are billed based on your actual usage and carrier rates. 6.2 Storage & Resource Upgrades Additional storage or advanced hosting resources can be purchased if your school exceeds plan limits. 6.3 Separate Invoices Usage-based services are billed separately from your subscription. 7. Billing Disputes & Clarifications 7.1 Dispute Window If you believe an invoice contains an error, please inform us within 7–14 days of receiving it. 7.2 Undisputed Amounts If only part of the invoice is disputed, the remaining amount must still be paid on time. 7.3 Quick Resolution Our team reviews disputes promptly and provides clarifications or revised invoices when required. 8. Data Access, Export & Retention 8.1 Your Data Belongs to You All academic and administrative data entered by your school remains your property. 8.2 Data Access During Suspension Data remains secure but may not be accessible if the account is suspended for non-payment. 8.3 Data Availability After Termination After the account is closed, data will remain available for export for a limited period (typically 30–90 days). 9. Customizations & Add-Ons 9.1 Standard vs Custom Features Your subscription includes standard features only. Any custom development, integrations, or special modules are chargeable separately. 9.2 Approval Required Custom work begins only after the school approves a quotation in writing. 10. Multi-Branch/Multi-Campus Billing 10.1 Consolidated Billing Option Institutions with multiple branches may opt for consolidated or branch-wise billing. 10.2 Effect of Non-Payment by One Branch If billing is consolidated, non-payment by any branch may impact service for all branches. 11. Compliance, GST & Audit Support 11.1 GST-Compliant Invoices All invoices are GST-compliant and include breakdowns required for Indian tax filings. 11.2 Audit Documentation Schools may download past invoices, receipts, usage logs, and financial summaries for internal or board audits (CBSE/ICSE/State). 12. Contact & Support for Billing Queries Our Billing Support Team is available to help with: • Invoice clarifications • Payment confirmations • GST corrections • Usage reports • Renewal planning You may contact us via your Billing Dashboard or billing support email.

1. Definitions 1.1 “CodePex” means CodePex Technologies Private Limited, its affiliates, agents, officers, directors, employees and contractors. 1.2 “Platform” or “Services” means the website(s), software (including SaaS), mobile applications, APIs, integrations, dashboards, modules, documentation, and any related services and functionality provided by CodePex. 1.3 “User”, “You”, “Your” includes individuals, schools, educational institutions, administrators, teachers, parents, service providers and organisations that access or use the Platform. 1.4 “Third-party Providers” means payment gateways, hosting providers, analytics providers, SMS/OTP vendors (e.g., MSG91), cloud storage providers, and any other external service providers. 1.5 “Content” means any data, text, files, images, audio, video, messages, feedback, reports and other materials uploaded, posted, transmitted or otherwise made available on or through the Platform. 2. Acceptance, Scope and Applicability 2.1 These Terms govern your access to and use of the Platform. By accessing or using the Platform you agree to be bound by these Terms and all policies referenced herein. 2.2 Where CodePex and any User have an express written contract that modifies these Terms, the written contract will prevail to the extent of any conflict. 3. Service Nature; No Fiduciary Relationship; No Agency 3.1 The Platform is a tool for communication and management between schools, teachers, parents and other authorised users and for enabling transactions through integrated payment gateways or third-party services. CodePex provides the Platform on an as-is basis. 3.2 Nothing in these Terms shall be construed to create any partnership, joint venture, employment, agency, fiduciary or trustee relationship between CodePex and any User. Users acknowledge that CodePex is not an affiliate of schools, teachers or other third parties listed on the Platform and has no control over third-party conduct or content. 4. Payments; Payment Gateways; Fees and Charges 4.1 Where Users transact through or via a Third-party Payment Gateway, the User acknowledges and agrees that: a) CodePex only provides the technical integration to the Payment Gateway and is not acting as trustee, escrow agent or fiduciary with respect to funds or transactions; b) all transactions are governed by the Payment Gateway’s own terms and conditions and users are bound by those terms; and c) CodePex has no responsibility or liability for Payment Gateway performance, availability, security, charges, or disputes. 4.2 Users are responsible for any mobile, data or carrier charges incurred when receiving OTPs, notifications or messages. All such costs are the User’s sole responsibility. 5. Refunds, Chargebacks and Reconciliations 5.1 Refunds, disputes, chargebacks and reversals arising from card, net-banking, UPI, wallet or other payment instrument transactions are the sole responsibility of the User initiating or receiving the payment — unless otherwise agreed in a separate written contract with CodePex. 5.2 Educational institutions, schools or merchants using the Platform must maintain accurate records and manage all refunds and chargeback disputes directly with the Payment Gateway/Bank. They must immediately notify CodePex of any chargeback claim that reasonably affects CodePex and cooperate in good faith with CodePex to respond to or contest chargebacks. 5.3 To the fullest extent permitted by law, User shall indemnify, defend and hold CodePex harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any refunds, chargebacks, payment disputes or payment reversals. 6. Data, Backups, Loss of Data and Indemnity 6.1 User Data Responsibility & Backups. Users are responsible for maintaining their own backups of any Content or data they upload or receive via the Platform. While CodePex maintains routine infrastructure and backup processes, Users must not rely exclusively on the Platform for archival/backup and must maintain independent copies of critical records. 6.2 Limitation of Liability for Data Loss. CodePex shall use commercially reasonable technical and organisational measures to protect User Data. Notwithstanding the foregoing, CodePex shall not be liable for any partial or complete loss of data except to the extent of proven gross negligence or wilful misconduct on the part of CodePex. In any event, CodePex’s aggregate liability for data loss shall be capped as set out in Clause 8.2 (Liability Cap). 6.3 Indemnity for Data Loss Caused by User or Third Parties. Users shall indemnify, defend and hold CodePex harmless against any claim, loss, liability, cost or expense (including reasonable legal fees) arising from (a) the User’s failure to maintain backups; (b) malicious or negligent acts by Users or their employees/agents; or (c) loss or corruption caused by third-party integrations or third-party software implemented by the User. 6.4 Data Restoration. If data restoration from CodePex backups is requested and available, CodePex may, at its discretion and upon commercial terms, attempt to restore such data. Restoration is subject to feasibility and may incur charges. 7. Disclaimer; No Warranty 7.1 EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED WRITTEN AGREEMENT BETWEEN CODEPEX AND THE USER, THE PLATFORM, ITS CONTENT, FEATURES AND ANY RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND CODEPEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 7.2 CodePex does not guarantee the accuracy, completeness, suitability, or quality of information made available through the Platform. Users rely on such information at their own risk. CodePex is not responsible for any decisions made by Users based on Platform content. 7.3 CodePex makes no warranty that downloads or Content are free of malware, viruses, trojans or other harmful code. Users shall use reasonable anti-malware controls. 8. Limitation of Liability 8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODEPEX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, INCLUDING NEGLIGENCE. 8.2 Liability Cap - Subject to applicable mandatory law (including consumer protection provisions that cannot be excluded), CodePex’s aggregate monetary liability arising out of or related to these Terms and the Platform shall not exceed the total fees actually paid by the affected User to CodePex in the twelve (12) months preceding the claim. If no fees were paid, CodePex’s total liability shall be limited to INR 50,000 (fifty thousand rupees) or such lower amount permitted by law. 8.3 Nothing in these Terms shall exclude or limit liability for (a) death or personal injury caused by CodePex’s proven gross negligence or wilful misconduct; (b) fraud; or (c) any other liability which cannot be limited or excluded by applicable law. 9. Indemnification 9.1 User Indemnity. User agrees to indemnify, defend and hold CodePex, its officers, directors, employees and agents harmless from and against any claims, damages, liabilities, losses, fines, penalties, costs and expenses (including reasonable attorneys’ fees) arising out of: a) User’s use of the Platform in breach of these Terms; b) any matter in relation to Content uploaded by the User (including infringement claims, privacy claims, defamation or false/misleading content); c) User’s breach of applicable law or third-party rights; or d) disputes relating to payment, refunds, chargebacks and fulfilment. 9.2 CodePex will (i) give prompt written notice of any claim for which indemnity is sought, (ii) permit the User to control the defence and settlement of the claim (provided that any settlement that admits liability for CodePex or imposes obligations on CodePex requires CodePex’s prior written consent), and (iii) cooperate, at the indemnifying party’s reasonable expense, in such defence. 10. Third-Party Content, Links & Providers 10.1 Third-party content, links, software, services and providers are made available for convenience and reference only. CodePex disclaims all responsibility and liability arising from third-party content or linked sites. Users acknowledge that CodePex has no control over, and no duty to monitor, third-party content, and that CodePex does not endorse any linked third-party. 10.2 Users accessing or using third-party services via the Platform do so at their own risk and must comply with any applicable third-party terms; CodePex is not liable for third-party acts or omissions. 11. Intellectual Property 11.1 Ownership. CodePex and/or its licensors own all right, title and interest in and to the Platform, all software, documentation, branding, trademarks, trade names, logos, inventions, processes and other intellectual property related thereto. Nothing in these Terms grants any ownership rights to Users. 11.2 License to Users. Subject to compliance with these Terms and payment of any applicable fees, CodePex grants Users a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for the User’s internal educational/administrative purposes only. 11.3 Restricted Acts. Users must not (and must not permit others to): copy, modify, create derivative works from, reverse engineer, decompile, disassemble, attempt to derive source code, bypass technical protections, sell, sublicense, distribute or commercially exploit the Platform or any of its components except as expressly permitted by CodePex. 11.4 User Content Licence. By uploading Content to the Platform Users grant CodePex a worldwide, royalty-free, perpetual (to the extent necessary to provide services), transferable licence to host, store, reproduce, transmit, display, and use such Content in connection with providing and improving the Platform and as otherwise set out in the Privacy Policy. 12. User Obligations and Acceptable Use 12.1 Users must provide true, accurate and complete registration and profile information and promptly update it. 12.2 Users will not use the Platform for unlawful, abusive, harassing, defamatory, fraudulent or infringing activities, and must comply with applicable Indian laws (including the Information Technology Act, 2000 and related rules). 12.3 Users shall not upload any Content that: (a) infringes third-party IP or privacy rights; (b) contains hate speech, pornography, child sexual abuse material, promotion of criminal activity, or libellous statements; (c) contains unsolicited advertising or spam; or (d) contains harmful code or malware. 12.4 CodePex may suspend, remove or block access to any Content or User account that violates these Terms or applicable law and may cooperate with law enforcement. 13. Privacy, Data Protection and Compliance 13.1 CodePex processes personal data in accordance with its Privacy Policy and applicable Indian law. Users consent to CodePex’s collection, use and disclosure of personal data as described in the Privacy Policy. CodePex shall implement reasonable technical and organisational measures to protect personal data. 13.2 Where Users collect or process personal data of students, parents or staff, they shall ensure that they have all necessary consents and legal bases for such processing and must comply with applicable laws governing children’s data and educational data. Users shall not submit sensitive personal data without appropriate consents and safeguards. 13.3 Users acknowledge that India’s data protection framework evolves; CodePex will act in accordance with applicable laws (including the Information Technology Act, 2000, associated rules, and any other data protection or privacy laws that govern operations). 14. Suspension, Termination and Remedies 14.1 Right to Suspend/Terminate. CodePex reserves the right to suspend or terminate access to the Platform (in whole or part) for Users who breach these Terms, whose accounts are compromised, or where required to comply with law or to protect CodePex’s systems and other Users. CodePex shall use commercially reasonable endeavours to notify the User prior to termination where feasible. 14.2 Effect of Termination. On termination, the User’s licence to access the Platform terminates; CodePex may delete Content according to its retention policy. Users should ensure they export or backup their data prior to termination. 14.3 Remedies. CodePex reserves the right to seek injunctive or other equitable relief where monetary damages are inadequate (including in cases of IP infringement or breach of confidentiality). 15. Governing Law; Dispute Resolution; Jurisdiction 15.1 These Terms and any disputes arising out of or in connection with them shall be governed by the laws of India. 15.2 Arbitration. Except where injunctive or urgent equitable relief is sought, any dispute, controversy or claim arising out of or relating to these Terms shall be settled by arbitration in India in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The seat (legal place) of arbitration shall be New Delhi, India. The language of arbitration shall be English and the arbitral tribunal shall consist of a sole arbitrator. 15.3 Courts. Notwithstanding Clause 15.2, either party may apply to a court of competent jurisdiction for interim, injunctive or conservatory relief; the courts at New Delhi shall have exclusive jurisdiction for such interim relief. Final awards rendered by arbitration shall be binding and enforceable in any court of competent jurisdiction. 16. Notices and Communications 16.1 CodePex may provide notices via email, messages on the Platform, or published updates to these Terms. Users must maintain an active email address and contact details and are responsible for checking such communications. SMS or email notifications may incur charges from the User’s carrier. 17. Changes to Terms or Services 17.1 CodePex may modify these Terms, the Platform, or fees at any time. Where changes are material, CodePex will provide reasonable notice. Continued use of the Platform after modification constitutes acceptance of the updated Terms. 18. Miscellaneous 18.1 Severability. If any provision of these Terms is held unenforceable, the remainder will remain in full force and effect. 18.2 Entire Agreement. These Terms and any referenced policies constitute the entire agreement between CodePex and the User with respect to the subject matter and supersede prior agreements. 18.3 Assignment. CodePex may assign or transfer its rights and obligations under these Terms to any affiliate or successor; Users may not assign without CodePex’s prior written consent. 18.4 Waiver. Failure to enforce a provision is not a waiver of future enforcement. 18.5 Force Majeure. CodePex will not be liable for failure or delay due to causes beyond its reasonable control (acts of God, strikes, outages of third-party infrastructure, cyberattacks, government action), provided CodePex uses reasonable efforts to resume services.

Arbitration Any dispute, claim or controversy arising out of or relating to the use of the CodePex Platform, these Terms, or any services provided by CodePex, shall be resolved exclusively through final and binding arbitration, in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and any subsequent amendments. The seat and venue of arbitration shall be Lucknow, Uttar Pradesh, India, and the arbitral proceedings shall be conducted in English before a sole arbitrator appointed by CodePex in accordance with the Act. The arbitral award shall be final and binding on all parties, and judgment upon such award may be enforced by the courts of competent jurisdiction in India. Exclusive Jurisdiction For all matters relating to: (a) the appointment of the arbitrator, (b) supervisory jurisdiction over the arbitral proceedings, (c) interim relief under Section 9, and (d) enforcement of an arbitral award, the parties expressly submit to the exclusive jurisdiction of the courts at Lucknow, Uttar Pradesh, India. Waiver of Litigation Rights By accessing or using the CodePex Platform, the User expressly agrees that all disputes covered by this Arbitration Agreement shall be resolved only through arbitration and that the User waives off any right to initiate or participate in civil court proceedings in respect of such disputes, except: for seeking interim relief under Section 9 of the Act, and for enforcement of arbitral awards, as these are legally required to be approached through courts. Users further agree not to challenge the validity of these arbitration provisions on the grounds of electronic acceptance, online contract formation, or lack of physical signature. Binding Effect This arbitration clause constitutes a legally binding agreement between CodePex and all Users, including visitors, account holders, subscribers, merchants, institutions, and service providers, and is deemed accepted upon use of the Platform.

This Policy forms an integral part of the Terms of Service, Subscription Agreements, and all other binding contracts executed with CodePex. By accessing or using the Communication Services, the user (“User”, “School”, “Institution”, “Administrator”, “Staff”, or “Authorized User”) agrees to be bound by this Policy. 1. Purpose of the Communication Services 1.1. CodePex provides SMS, Email, and WhatsApp functionalities solely for event-driven notifications within the ERP platform. These messages are automatically triggered based on specific operational events such as attendance updates, fee reminders, exam notifications, transport alerts, OTP verification, system alerts, or other workflow-linked actions. 1.2. The Communication Services are not designed for bulk marketing, political messaging, unsolicited promotional campaigns, or user-triggered mass communication beyond the intended scope of ERP functions. 1.3. Schools acknowledge that CodePex acts purely as a technology intermediary, relaying communication via third-party telecom, email, and WhatsApp service providers, without independently generating content. 2. Ownership and Responsibility for Content 2.1. All SMS, Email, and WhatsApp content, including text, templates, sender IDs, headers, and purpose of communication, originates from the School and is deemed to be submitted by the School's authorized representative(s). 2.2. CodePex does not modify, approve, endorse, or validate the content transmitted on behalf of the School. 2.3. The School shall ensure that all content complies with: The Information Technology Act, 2000 and rules thereunder TRAI Regulations including TCCCPR 2018 and DLT guidelines Indian Telegraph Act, 1885 Data protection obligations applicable under Indian law Applicable laws governing unsolicited commercial communication 2.4. Schools shall be solely liable for: The accuracy of message content Lawfulness of the purpose Consent of recipients Compliance with DLT template norms (where relevant) Avoiding misleading, fraudulent, abusive, or harmful communication 3. Fair Use Limitations 3.1. CodePex enforces fair usage thresholds to ensure system integrity, prevent abuse, and maintain optimal performance. 3.2. Users shall not engage in: Sending messages unrelated to the academic or operational functions of the School Excessive or repetitive messaging causing nuisance to recipients Bulk blasting messages for political, religious, fundraising, or promotional purposes Dissemination of false, harmful, abusive, defamatory, or illegal content Using the ERP as a messaging gateway for third-party businesses Sending messages not triggered by ERP events unless explicitly permitted 3.3. CodePex reserves the right to throttle, restrict, suspend, or terminate communication privileges if usage violates this Policy or impacts platform performance. 3.4. The School acknowledges that event-driven communication volumes are monitored to detect anomalies, misuse, or fraudulent patterns. 4. Limitations on CodePex’s Obligations 4.1. CodePex’s responsibilities are limited to: Providing the technical interface for event-driven communication Routing messages via third-party providers Offering standard configuration options inside the ERP 4.2. CodePex is not obligated to: Obtain, manage, or troubleshoot DLT registration, sender IDs, headers, templates, or approvals for the School Provide consultancy for telecom, email, or WhatsApp onboarding processes Liaise with third-party providers on the School’s behalf unless contractually and financially agreed to separately Ensure delivery where delivery failures occur due to telecom or external provider-level incidents 4.3. Any assistance beyond the ERP's built-in capabilities must be: Separately contracted, Paid for, and Explicitly documented in a mutually executed agreement. 5. Compliance with DLT, TRAI, WhatsApp Business API, and Email Standards 5.1. Schools must independently ensure compliance with all applicable regulatory frameworks, including but not limited to: TRAI’s TCCCPR 2018 Regulations DLT Registration (Principal Entity & Headers/Sender IDs) Template creation and approval WhatsApp Business Policy requirements Anti-spam norms Consent and opt-out protocols 5.2. CodePex shall not be liable for: Message/template rejections Suspension of headers or templates Penalties imposed on Schools by TRAI or service providers Delivery failures due to regulatory non-compliance 6. Data Protection & Privacy Compliance 6.1. Schools must ensure that all personal data of students, parents, staff, or vendors used for sending communications has been collected lawfully with valid consent. 6.2. CodePex processes such data strictly as a data processor providing communication tools. 6.3. The School indemnifies CodePex against: Data privacy breaches arising from School misuse Unlawful communication to individuals without consent 7. Abuse Monitoring and Enforcement 7.1. CodePex may implement automated or manual monitoring systems to detect: Excessive messaging High-frequency event triggers Suspicious or abnormal patterns Misuse for non-ERP purposes 7.2. Upon detecting violation or potential abuse, CodePex may: Issue warnings Temporarily suspend outbound communication functionality Permanently block communication services Terminate the subscription agreement 7.3. CodePex may also comply with lawful requests from government authorities for investigation, audit, or enforcement actions. 8. Billing, Consumption, and Limits 8.1. Communication usage may be billed: Per-message basis As part of subscription packs As add-on consumption 8.2. CodePex reserves the right to revise pricing, enforce consumption limits, or restrict usage where: Unusually high volume is detected Abuse is suspected Provider costs change 8.3. Communication charges are non-refundable, including for failed deliveries arising from: User error Invalid numbers/emails DLT rejections Telecom network failures WhatsApp API restrictions 9. Limitation of Liability 9.1. CodePex shall not be liable for: Loss, delay, or non-delivery of SMS/Email/WhatsApp messages Actions or omissions of telecom operators, email providers, or WhatsApp Penalties imposed by regulators due to School violations Any indirect, consequential, or punitive damages arising from communication usage 9.2. CodePex’s maximum liability is limited to the subscription fees paid for the specific period of service. 10. Indemnification The School agrees to fully indemnify and hold harmless CodePex, its directors, employees, and partners from any claims, damages, penalties, or legal costs arising from: Misuse of Communication Services Violation of DLT/TRAI/WhatsApp/email regulations Sending unlawful, harmful, or unauthorized messages Breach of data protection obligations User-triggered or event-triggered messages that violate applicable law 11. Service Availability & Force Majeure 11.1. CodePex does not guarantee uninterrupted availability of SMS, Email, or WhatsApp services. 11.2. Delivery may be delayed or disrupted due to: Telecom outages Regulatory blocks Third-party provider failures Network congestion Security incidents Force majeure events 11.3. CodePex shall not be liable for such interruptions. 12. Amendments CodePex reserves the unconditional right to modify, update, or revise this Policy at any time. Continued use of the Communication Services constitutes acceptance of the updated Policy. 13. Governing Law and Jurisdiction This Policy shall be governed by and interpreted in accordance with the laws of India. Any dispute arising under or in connection with this Policy shall be subject to the exclusive jurisdiction of the courts at Lucknow, Uttar Pradesh, India, to the fullest extent permitted by law. 14. Acceptance By using the Communication Services offered through CodePex ERP or codepex.com, the User acknowledges having read, understood, and accepted this Fair Use Policy in its entirety.

1. No Obligation to Develop or Provide Websites or Associated Software 1.1. CodePex Technologies does not develop, write, design, code, customize, build, host, maintain, update, modify, migrate, or deploy any website, web pages, landing pages, microsites, portals, blogs, content management systems, or any other online or digital presence for any Client. 1.2. CodePex Technologies is not engaged in and shall not be required to provide any of the following, whether partially or fully: Custom website or portal development Static or dynamic web-page creation Custom software development unrelated to CodePex ERP UI/UX design or custom front-end creation Hosting or server provisioning for client websites Domain purchase, domain pointing, DNS configuration, or domain management Backend or CMS development for school websites SEO services or search engine optimisation tasks SSL certificate provisioning or maintenance Social media page creation, optimisation, post design, content writing, or marketing support Google Ads, Facebook Ads, or any digital advertising assistance Promotional content creation or online branding Integration of third-party systems into non-CodePex platforms Any development or service beyond the scope of CodePex ERP and the official CodePex product suite 1.3. Any request by a Client for such services shall be deemed outside the scope of CodePex Technologies’ business operations and service obligations. 2. No Assistance, Support, or Coordination for Third-Party Development 2.1. CodePex Technologies shall have no responsibility or involvement in: Arranging third-party website developers, designers, freelancers, or agencies for the Client Coordinating with third parties for development of websites, portals, or software Supervising, reviewing, or assessing work done by any external vendor Transferring data to third-party vendors for development of websites or applications Helping with procurement of website hosting, cloud services, servers, or digital infrastructure Liaising with digital marketing agencies or software vendors on the Client’s behalf 2.2. CodePex shall not be held liable for any losses, disputes, service delays, IP disputes, or contractual issues arising between the Client and third-party developers or agencies. 3. No Hosting, Storage, Transfer, or Management of Client Websites or Digital Assets 3.1. CodePex Technologies does not host, store, manage, backup, mirror, maintain, or migrate any website or related digital assets for any Client, including but not limited to: HTML files, CSS, JavaScript, PHP, or other code Media files, images, videos, banners, PDFs, or marketing materials Website databases DNS records or domain assets Email servers or client email hosting 3.2. CodePex will not transfer, copy, or assist in transferring any such assets to or from any hosting provider, cloud platform, or third-party server. 4. Limitations Related to ERP and Scope of Services 4.1. The scope of CodePex Technologies’ deliverables is strictly limited to: CodePex ERP platform and its included modules Official updates, enhancements, and features developed by CodePex ERP deployment, onboarding, configuration, and training Event-driven communication services (SMS, Email, WhatsApp) as per applicable policies Support services expressly included in the Client’s subscription plan 4.2. Any other software requirement, whether related or unrelated to school management, is outside the contractual and operational scope of CodePex Technologies. 4.3. No employee, representative, onboarding manager, or support staff of CodePex is authorized to commit to such development or hosting tasks on behalf of the company. Any such promise, if made, shall be void and unenforceable. 5. No Liability for Client Digital Presence or Online Representation 5.1. CodePex Technologies shall not be responsible for the Client’s: Website uptime, downtime, or security Website content accuracy or compliance Social media presence, posts, promotions, or online branding Online reputation, reviews, or public communications Advertising campaigns or digital marketing activities Compliance with applicable online content guidelines 5.2. CodePex shall not entertain any claim, complaint, compensation demand, or legal dispute arising from a Client’s website or online activities. 6. Client Responsibility 6.1. Clients shall be solely responsible for arranging any website development, digital presence management, or custom software development services from external providers at their own cost and risk. 6.2. The Client is solely responsible for: Vetting third-party developers Managing contracts and payments Ensuring security and compliance of their own digital assets Handling disputes with external vendors Maintaining their own website infrastructure 7. Enforceability and Legal Standing 7.1. This clause constitutes a binding legal disclaimer that: Protects CodePex from any obligation beyond the expressly offered product suite. Clarifies the scope of CodePex’s business and its limitations. Prevents contractual misinterpretations or wrongful expectations. 7.2. This notice shall be enforceable under the Indian Contract Act, 1872, the Information Technology Act, 2000, and all other applicable Indian laws. 7.3. In case of any dispute regarding the interpretation of this clause, the decision of CodePex Technologies shall be final to the extent permissible by law.

This Notice applies to all users, schools, educational institutions, administrators, staff, and any other person or entity (“Client”, “User”) who subscribes to, uses, or accesses: CodePex ERP (the “ERP”), and/or The website codepex.com (the “Website”), and/or Any products, services, or solutions offered by CodePex Technologies. By subscribing to, accessing, or using CodePex ERP, the Website, or any related services, the Client acknowledges and agrees to be bound by the terms set out in this Notice. 1. ON-SITE TRAINING – ONE-TIME ONLY 1.1. One-Time On-Site Training: CodePex Technologies shall, subject to its sole discretion and internal policies, provide only one (1) instance of on-site training to a Client during the initial onboarding phase of the subscription. 1.2. Lifetime of Subscription Condition: This one-time on-site training is provided only once in the lifetime of the subscription relationship between the Client and CodePex for that particular institution/school. Once the initial on-site training has been provided, no further on-site training is owed or will be provided by CodePex Technologies under any circumstances, unless agreed separately in writing under a distinct and additionally paid engagement. 1.3. Scope of On-Site Training: The nature, duration, content, and number of participants for such initial on-site training shall be determined solely by CodePex Technologies, at its final and binding discretion, and may be limited to: Basic orientation on ERP modules, Demonstration of key workflows, High-level administrative usage guidance. 1.4. No Implied Rights: No Client shall claim any perpetual, recurring, or extended right to on-site training based on past practice, verbal assurance, or informal understanding. Any additional on-site training, if at all provided, shall be subject to separate commercial terms, availability, and written confirmation by CodePex Technologies. 2. FUTURE TRAINING – ONLY THROUGH REMOTE / ONLINE MODES 2.1. After completion of the initial on-site training (provided once in the lifetime of the subscription), all subsequent training, refreshers, or feature walkthroughs, if and when provided, shall be conducted only through remote/online mechanisms, such as (including but not limited to): Google Meet Zoom Microsoft Teams Any other video/audio conferencing tools or online meeting platforms as may be prevalent, available, or chosen by CodePex Technologies at the relevant time. 2.2. Sole Discretion of CodePex: Whether any such further training is to be offered at all, and if yes, its frequency, duration, mode, language, content, and schedule, shall be determined solely by CodePex Technologies, at its absolute, final, and binding discretion. 2.3. Technical Requirements: The Client is responsible for arranging at its own cost: Adequate internet connectivity, Necessary devices (computers, phones, projectors, etc.), Audio/video hardware, Any other local arrangements required to attend such remote training. CodePex shall not be liable for any failure of training sessions due to connectivity or technical issues at the Client’s end. 3. NO ON-SITE SUPPORT – ONLY REMOTE SUPPORT 3.1. No On-Site Support Commitment: CodePex Technologies does not provide any on-site support as part of its standard subscription or services. All support shall be rendered only through remote means. 3.2. Modes of Support: Support, if and when provided to eligible Clients (as defined below), may be rendered at the discretion of CodePex Technologies through one or more of the following modes: Telephone calls SMS WhatsApp or similar messaging platforms Email communication Video or audio conferencing (e.g., Google Meet, Zoom, etc.) Ticketing system or in-app support mechanisms Any other communication medium that CodePex Technologies may deem suitable and effective at the relevant time. 3.3. Choice of Mode: The choice of support channel, time, and manner of response is exclusively determined by CodePex Technologies. The Client cannot insist on any specific medium or insist on on-site presence of CodePex staff. 4. SUPPORT ONLY FOR ACTIVE AND PAID SUBSCRIPTIONS 4.1. Condition of Paid and Active Subscription: Support services are strictly available only to Clients who have a valid, active, and fully paid-up subscription to CodePex ERP or other CodePex services. 4.2. Right to Deny Support to Non-Paying or Inactive Clients: CodePex Technologies expressly reserves the right to refuse, deny, withhold, suspend, or discontinue support services (including any kind of assistance, troubleshooting, training refreshers, or help) to: Non-paying Clients, Clients in arrears or with unpaid dues, Clients whose subscriptions have expired, lapsed, been suspended, or terminated, Clients on trial or complimentary usage where support is not contractually promised. 4.3. Automatic Cessation of Support on Subscription Expiry: Upon expiry, non-renewal, suspension, or termination of a subscription, all support obligations shall automatically cease, without any requirement of further notice. The Client shall not be entitled to raise support tickets, request training, or seek any form of assistance from CodePex Technologies post expiry or termination. 4.4. No Post-Termination Obligations: CodePex Technologies shall have no obligation to provide any post-termination or post-expiry support, training, consultancy, or technical assistance, except where expressly required by law or by a separate written agreement. 5. CONDUCT OF CLIENT – ABUSE, VULGARITY, AND MISBEHAVIOUR 5.1. Expected Standard of Communication: The Client, including all its staff, representatives, and users interacting with CodePex Technologies’ employees, support staff, representatives, or systems, shall maintain professional, respectful, and non-abusive communication at all times. 5.2. Prohibited Conduct: The following behaviour, without limitation, shall be considered unacceptable and a material breach of obligations: Use of vulgar, obscene, or abusive language, Intimidation, threats, harassment, or derogatory remarks, Insulting or defamatory statements towards CodePex or its personnel, Aggressive, hostile, or disruptive communication, whether verbal, written, or via digital means. 5.3. Right to Deny Support and Services: In the event of abuse, vulgarity, harassment, or any form of misconduct by the Client or its representatives, CodePex Technologies reserves the absolute right, at its sole and final discretion, to: Deny, suspend, or permanently stop support services; Limit or block communication channels with specific individuals; Suspend or terminate access to CodePex ERP or related services; Refuse renewal or further commercial engagement with such Client. 5.4. Right to Seek Legal Remedies: In addition, CodePex Technologies retains the right to initiate appropriate civil and/or criminal proceedings, including but not limited to actions under: The Indian Penal Code, 1860 (for defamation, criminal intimidation, obscenity, etc.), The Information Technology Act, 2000 and rules made thereunder, Any other applicable law,against Clients or individuals responsible for abusive, defamatory, threatening, or unlawful communication or conduct. 6. NO WAIVER AND NO IMPLIED RIGHTS 6.1. Any support, training, accommodation, or assistance provided by CodePex Technologies beyond what is expressly stated in the Client’s agreement or in this Notice shall be deemed to be goodwill-based, voluntary and shall not create any permanent right, expectation, or precedent in favour of the Client. 6.2. Any failure or delay by CodePex in exercising its rights under this Notice shall not be construed as a waiver of such rights. 7. RELATIONSHIP WITH OTHER DOCUMENTS 7.1. This Notice shall be read in conjunction with: The Terms of Service, Subscription Agreement / Master Service Agreement, Fair Use Policy, Privacy Policy, Any other contractual documents executed between the Client and CodePex Technologies. 7.2. In case of any inconsistency, CodePex may clarify the prevailing provision, and such clarification shall, to the extent legally permissible, be considered final and binding. 8. GOVERNING LAW AND JURISDICTION 8.1. This Notice shall be governed by and construed in accordance with the laws of India, including but not limited to the Indian Contract Act, 1872 and the Information Technology Act, 2000 along with the rules and amendments thereunder. 8.2. Subject to applicable law, all disputes arising out of or in connection with this Notice, its validity, interpretation, or breach shall be subject to the exclusive jurisdiction of the competent courts at Lucknow, Uttar Pradesh, India, to the fullest extent permissible by law. 9. ACCEPTANCE By using CodePex ERP, accessing codepex.com, or availing any product or service of CodePex Technologies, the Client expressly acknowledges that they have read, understood, and accepted the terms of this Legal Notice on Training and Support Policy, and agree to be bound by it.

In compliance with the IT Rules, 2021: Grievance Officer CodePex Technologies Private Limited Email: grievance@codepex.com Address: 356/208/16, Alamnagar Road, Rajajipuram, Lucknow, Uttar Pradesh, India We strive to acknowledge grievances within 48 hours and resolve them within 15 business days.

CodePex Technologies Private Limited 356/208/16, Alamnagar Road, Rajajipuram, Lucknow, Uttar Pradesh, India +91 91700 91269 +91 92780 91269 legal@codepex.com Mon–Sat: 9:00 AM – 5:00 PM IST