Terms of Service

1.1 Definitions

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  “Admin Account” means the primary administrative account associated with a corporate subscription, possessing the authority to add/remove Authorized Users.
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  “Aggregated Data” means statistical, demographical, or usage data derived from User Content that has been anonymized and de-identified such that it cannot be used to identify any specific individual or entity.
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  “Authorized User” means an individual (employee, contractor, or agent) authorized by the Client to use the Services under the Client’s account.
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  “Confidential Information” means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or strictly proprietary.
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  “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence.
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  “User Content” means all data, text, files, project blueprints, financial records, media, and other information uploaded, submitted, or transmitted to the Platform by You or Your Authorized Users.
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  “System Output” means any data, report, alert, analysis, or automated suggestion generated by the Platform based on the processing of User Content.

1.2. Interpretation

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  The headings in these Terms are for convenience only and shall not affect their interpretation.
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  Words importing the singular shall include the plural and vice versa.

2.1. Limited License

Subject to your full compliance with these Terms and payment of all applicable Fees, Codezep grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business operations during the Subscription Term.

2.2. Restrictions on Use

You shall not, and shall not permit any third party to:

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  Reverse Engineer: Decompile, disassemble, or reverse engineer the Platform or attempt to derive the source code or underlying algorithms.
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  Competitive Analysis: Access the Platform to build a competitive product or service, or for benchmarking or comparative analysis purposes.
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  Unauthorized Access: Attempt to gain unauthorized access to the Platform, other user accounts, or computer systems or networks connected to the Platform.
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  Scraping: Use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission.
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  Lease/Resell: Sell, resell, license, sublicense, distribute, rent, or lease the Services to any third party (unless authorized under a separate Reseller Agreement).

3.1. Account Creation

To access the Platform, you must register for an account. You agree to provide accurate, current, and complete account information and to update such information to keep it accurate, current, and complete.

3.2. Authentication and Custody

You are responsible for maintaining the confidentiality of your login credentials (username and password) and any Multi-Factor Authentication (MFA) devices. You agree to accept responsibility for all activities that occur under your account.

3.3. Enterprise Responsibility

If you are an Admin Account holder, you are responsible for:

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  Ensuring all Authorized Users comply with these Terms.
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  Managing access permissions and revoking access for terminated employees immediately.
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  Payment of all fees incurred by Authorized Users.

4.1. Subscription Fees

Fees for the Services are set forth on our pricing page or in a separate Order Form. Fees are billed in advance on a monthly or annual basis.

4.2. Taxes (GST)

All fees are exclusive of goods and services tax (GST), levies, or duties imposed by taxing authorities. If you are located in India, GST will be added to your invoice at the prevailing rate. You are responsible for paying all such taxes.

4.3. Late Payment

Codezep reserves the right to suspend access to the Platform if any fees remain unpaid for more than seven (7) days past the due date. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower.

4.4. Price Changes

Codezep reserves the right to adjust pricing for the Services. We will provide at least thirty (30) days' notice via email or platform notification prior to any price increase taking effect.

5.1. User Content Ownership

You retain all rights, title, and interest in and to your User Content. We claim no intellectual property rights over the material you provide to the Service.

5.2. License to Codezep

You grant Codezep a worldwide, non-exclusive, royalty-free license to access, use, process, copy, distribute, perform, export, and display User Content only as reasonably necessary to:

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  Provide, maintain, and update the Services.
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  Prevent or address service, security, support, or technical issues.
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  Comply with law or a valid legal order.

5.3. Aggregated Data (AI Training)

You acknowledge and agree that Codezep may compile Aggregated Data based on User Content. You agree that Codezep owns all rights to such Aggregated Data and may use it for any purpose, including improving the Platform, training AI models, and marketing, provided that such data does not identify You or Your Confidential Information.

5.4. Data Protection Laws

Codezep agrees to process personal data in accordance with the Digital Personal Data Protection Act, 2023 (DPDP Act) and the Information Technology Act, 2000. Please refer to our Privacy Policy for specific details on data handling.

6.1. Nature of AI Services

The Platform includes features powered by Artificial Intelligence (AI) and Machine Learning (ML). You acknowledge that AI systems are probabilistic and not deterministic.

6.2. No Reliance on Outputs

System Outputs (including cost estimates, project timelines, or legal summaries) are suggestions only. They do not constitute professional advice (engineering, legal, or financial). You are solely responsible for verifying the accuracy of all System Outputs before taking any action.

6.3. Disclaimer of Liability for AI

Codezep explicitly disclaims all liability for errors, "hallucinations," omissions, or inaccuracies in AI-generated content. You agree to maintain human oversight for all critical decisions derived from Platform data.

7.1. Codezep IP

The Platform, including but not limited to its "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under Indian and international copyright, trademark, and other intellectual property laws. You agree that Codezep and/or its licensors own all right, title, and interest in and to the Platform.

7.2. Feedback

If You provide Codezep with any suggestions, comments, or other feedback relating to the Services ("Feedback"), Codezep may use such Feedback in the Services or in any other Codezep products or services (collectively, "Codezep Offerings"). Accordingly, You agree that: (a) Codezep is not subject to any confidentiality obligations in respect to the Feedback, and (b) You grant Codezep a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose.

8.1. Service Level

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding:

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  Scheduled Maintenance: We will provide at least 24 hours' notice for planned downtime.
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  Force Majeure: Events beyond our reasonable control (e.g., acts of God, government action, flood, fire, civil unrest, ISP failures).

8.2. Beta Features

From time to time, we may invite you to try "Beta" or "Experimental" features. You may accept or decline any such trial in your sole discretion. Beta features are for evaluation purposes, are not supported, and may be subject to increased errors. Codezep reserves the right to discontinue Beta features at any time.

9.1. Obligations

Each party agrees to hold the other party’s Confidential Information in strict confidence and not to make it available to any third party or to use it for any purpose other than as permitted under these Terms.

9.2. Exceptions

Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; or (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

11.1. Exclusion of Consequential Damages

IN NO EVENT SHALL CODEZEP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

11.2. Liability Cap

CODEZEP’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO CODEZEP IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.1. Term

These Terms shall remain in full force and effect while you use the Platform.

13.2. Termination by You

You may terminate your account at any time via the account settings. Termination does not relieve you of the obligation to pay any outstanding fees for the remainder of the current billing cycle.

13.3. Termination by Codezep

We may suspend or terminate your rights to use the Platform immediately upon written notice if you materially breach these Terms.

13.4. Data Retention Post-Termination

Upon termination, Codezep will retain your data for a grace period of thirty (30) days to allow for data export. After this period, Codezep reserves the right to permanently delete all User Content associated with your account.

14.1. Links to Third-Party Sites

The Platform may contain links to third-party websites or services (e.g., payment gateways) that are not owned or controlled by Codezep. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites.

14.2. No Endorsement

Codezep does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website from the Platform, you do so at your own risk.

14.3. Mobile Notifications & OTPs (Airtel & WhatsApp)

The Platform utilizes third-party telecom networks (including Bharti Airtel) and messaging applications (WhatsApp) to deliver critical alerts, notifications, and One-Time Passwords (OTPs).

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  Delivery Not Guaranteed: Codezep makes no warranty that SMS or WhatsApp messages will be delivered instantly or at all. Delivery is subject to mobile network congestion, carrier filtering, TRAI regulations (e.g., DLT scrubbing), and your device settings (e.g., DND mode). Codezep is not liable for any loss caused by delayed or undelivered OTPs.
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  Charges: You acknowledge that standard message and data rates may apply for WhatsApp messages received on your device.
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  Consent: By providing your mobile number during registration, you explicitly consent to receive transactional messages (including OTPs, billing alerts, and project notifications) related to your ZEP360 account via SMS and WhatsApp.

15.1. Governing Law

These Terms shall be governed by and defined following the laws of India. Codezep and yourself irrevocably consent that the courts of Ernakulam, Kerala shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

15.2. Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The number of arbitrators shall be one (1). The seat and venue of arbitration shall be Ernakulam, Kerala. The language of the arbitration shall be English.

16.1. Severability

If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

16.2. Entire Agreement

These Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us.

16.3. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Codezep may freely assign or transfer these Terms without restriction.