Effective Date: November 15, 2025 | Last Updated: November 15, 2025
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR SERVICES.
These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "You," "Your," "Client") and Code Matrixz Private Limited (" Code Matrixz," "Company," "We," "Us," "Our") governing your access to and use of our website, applications, products and services (collectively, the "Services").
BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD and AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE OUR SERVICES.
For purposes of this Agreement:
By accessing or using our Services, you represent and warrant that:
Code Matrixz provides comprehensive technology solutions including, but not limited to:
Service specifications, deliverables, timelines and pricing are detailed in individual Service Agreements, Statements of Work (SOW), or Order Forms executed between you and Code Matrixz.
To access certain Services, you must create an account by providing accurate, complete and current information. You agree to:
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:
Code Matrixz is not liable for any loss or damage arising from your failure to maintain account security.
You agree to use our Services in compliance with all applicable international, federal, state and local laws and regulations, including but not limited to:
You agree NOT to:
⚠️ VIOLATION WARNING: Violation of these Acceptable Use provisions may result in immediate suspension or termination of your account and Services without refund and may expose you to civil and criminal liability.
All content, features, functionality, software, source code, algorithms, designs, graphics, user interfaces, trademarks, service marks, logos and other intellectual property made available through the Services (" Code Matrixz IP") are owned by or licensed to Code Matrixz and are protected by international copyright, trademark, patent, trade secret and other intellectual property laws.
You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for authorized purposes during the Agreement Term. This license does not include any rights to:
You retain ownership of any intellectual property rights in User Content. By submitting User Content through the Services, you grant Code Matrixz a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content solely for the purpose of providing and improving the Services.
You represent and warrant that:
If you provide feedback, suggestions, or recommendations regarding the Services ("Feedback"), you grant Code Matrixz an unrestricted, perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without compensation or attribution.
Fees for Services are specified in the applicable Service Agreement, SOW, or Order Form. All fees are exclusive of applicable taxes unless otherwise stated. Payment terms include:
We accept the following payment methods:
All fees are exclusive of applicable taxes, duties and levies including but not limited to GST, VAT, sales tax, withholding tax and service tax. You are responsible for paying all such taxes except those based on Code Matrixz' net income. If you are required by law to withhold taxes, you must provide valid tax documentation.
Code Matrixz reserves the right to modify pricing with 30 days' prior written notice. Price changes will not affect existing contracts or pre-paid Services but will apply to renewals and new purchases.
Code Matrixz commits to the following service availability targets:
| Service Tier | Uptime Target | Maximum Downtime/Month |
|---|---|---|
| Enterprise | 99.9% | 43 minutes |
| Professional | 99.5% | 3.6 hours |
| Standard | 99.0% | 7.2 hours |
| Priority Level | Description | Response Time |
|---|---|---|
| Critical (P1) | Service completely unavailable | 1 hour (24/7) |
| High (P2) | Major functionality impaired | 4 hours (business hours) |
| Medium (P3) | Minor functionality issues | 1 business day |
| Low (P4) | General inquiries | 2 business days |
SLA commitments do not apply to downtime caused by:
Our collection, use and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to our data practices as described in the Privacy Policy.
Where Code Matrixz processes personal data on your behalf, we act as a data processor and you act as the data controller. We will process such data only in accordance with your documented instructions and applicable data protection laws.
Code Matrixz implements appropriate technical and organizational measures to protect data against unauthorized access, loss, or destruction. However, no system is completely secure and we cannot guarantee absolute security.
We retain your data for as long as necessary to provide Services and as required by law. Upon termination, we will delete or return your data as specified in the applicable Service Agreement.
Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information solely for purposes of performing under this Agreement. Confidential Information includes:
Confidential Information does not include information that:
If compelled by law to disclose Confidential Information, the receiving party will provide prompt notice to allow the disclosing party to seek protective measures.
Code Matrixz warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Custom-developed software will substantially conform to specifications in the applicable SOW for 90 days from delivery.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
Code Matrixz DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Code Matrixz, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:
THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY) AND EVEN IF Code Matrixz HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Code Matrixz' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:
The limitations in this section do not apply to:
You agree to indemnify, defend and hold harmless Code Matrixz and its officers, directors, employees, agents and affiliates from and against any claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of or related to:
Code Matrixz will indemnify you against third-party claims that the Services infringe valid intellectual property rights, provided you:
Code Matrixz may, at its option: (i) obtain rights for continued use, (ii) replace or modify the Services to be non-infringing, or (iii) terminate the Services and refund prepaid fees.
These Terms commence when you first access the Services and continue until terminated as provided herein. Service-specific terms are specified in individual agreements.
You may terminate this Agreement by:
We may suspend or terminate your access to Services immediately without notice if:
Upon termination:
You have 30 days from termination to retrieve your data. After this period, we may delete all data without further notice. Expedited data retrieval may incur additional fees.
Before initiating formal proceedings, parties agree to attempt good-faith negotiation for 30 days by providing written notice describing the dispute.
Any dispute not resolved through negotiation shall be settled by binding arbitration conducted under the rules of the Indian Arbitration and Conciliation Act, 1996, or the International Chamber of Commerce (ICC) for international disputes.
Arbitration Terms:
YOU AND Code Matrixz AGREE THAT DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. NEITHER PARTY MAY ACT AS A CLASS REPRESENTATIVE OR PARTICIPATE AS A MEMBER OF A CLASS.
Either party may seek injunctive relief in court for intellectual property infringement or breach of confidentiality obligations.
Subject to arbitration provisions, exclusive jurisdiction lies with courts in Bangalore, India (or applicable jurisdiction based on your location).
You may not assign or transfer your rights or obligations without Code Matrixz' prior written consent. Code Matrixz may assign this Agreement without restriction.
Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet/telecommunications failures.
Notices must be in writing and sent to:
These Terms, together with the Privacy Policy and any Service Agreements, constitute the entire agreement and supersede all prior agreements and understandings.
Code Matrixz may modify these Terms at any time. Material changes will be notified via email or prominent website notice 30 days before taking effect. Continued use after changes constitutes acceptance.
If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.
Failure to enforce any right or provision does not constitute a waiver of such right or provision.
The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
These Terms do not create rights for any third party.
In case of translation, the English version prevails.
Acknowledgment: By clicking "I Accept," creating an account, or using our Services, you acknowledge that you have read, understood and agree to be bound by these Terms of Service and our Privacy Policy.
Document Version: TOS-2025-v2.0 | Effective Date: November 15, 2025