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.

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 00000 00000 legal@codepex.com Mon–Sat: 9:00 AM – 5:00 PM IST