Website Terms of Use & Conditions

1. Introduction and Corporate Entity Structure

1.1 Operator Disclosure. This website, accessible at https://www.varixen.com (together with its subdomains, affiliated digital interfaces, web properties, portal environments, and online resources, the “Website”), is owned, operated, and maintained by Code Elevate (“Code Elevate,” the “Company,” “we,” “us,” or “our”).

1.2 Brand Identity. “Varixen” is an enterprise artificial intelligence and advanced software engineering technology brand and operating division of Code Elevate. Varixen represents the commercial brand, solutions portfolio, intellectual property identity, software architectures, artificial intelligence frameworks, and service methodologies developed and delivered by Code Elevate. Varixen is not a separately incorporated legal entity.

1.3 Legal and Commercial Administration. All commercial transactions, professional service engagements, enterprise proposals, Master Services Agreements (“MSAs”), Statements of Work (“SOWs”), Order Forms, service level commitments, commercial invoicing, tax compliance, vendor onboarding, and legal covenants entered into under the Varixen brand are legally administered, contracted, issued, and executed exclusively by Code Elevate.

2. Definitions and Interpretation

2.1 Defined Terms. For the purposes of these Terms of Use (these “Terms”), the following capitalized terms have the meanings set forth below:

• “Agreement” means, collectively, these Terms of Use, the Varixen Privacy Policy, the Cookie Policy, and any supplemental terms, notices, or operating policies posted on or made accessible through the Website.
• “AI Output” means any text, data, code, syntax, schema, architecture, recommendation, synthetic dataset, vector embedding, algorithmic output, summary, visual asset, analysis, or work generated by or derived from an Artificial Intelligence System.
• “AI System” means any artificial intelligence model, machine learning algorithm, generative model, agentic workflow, autonomous agent, retrieval-augmented generation (“RAG”) pipeline, neural network, natural language processor, computer vision engine, or related automated decision-support system utilized, demonstrated, hosted, or made accessible via the Website or within Varixen solutions.
• “Applicable Law” means all regional, national, federal, state, provincial, and local laws, statutes, ordinances, rules, administrative orders, and binding regulatory decrees applicable to the relevant party, the Website, or the underlying activities contemplated herein.
• “Background IP” means all pre-existing or independently developed proprietary technologies, software architectures, algorithms, foundational code libraries, modular frameworks, software developer kits (“SDKs”), application programming interfaces (“APIs”), prompt libraries, workflow templates, tools, engineering methodologies, know-how, trade secrets, and reusable technical assets owned, developed, or licensed by Code Elevate prior to or outside the scope of a specific customer engagement.
• “Client” means any corporate entity, business organization, enterprise, institution, government body, or individual that engages Code Elevate for the provision of professional engineering, technology consulting, or enterprise AI services.
• “Client Data” means electronic data, customer records, database contents, confidential business records, or personal data submitted, uploaded, or transmitted by a Client or User to Code Elevate or the Website for processing or evaluation.
• “Client Materials” means all software, specifications, technical documentation, branding assets, datasets, proprietary files, hardware credentials, or materials provided by or on behalf of a Client to Code Elevate to enable the evaluation or performance of services.
• “Content” means all text, technical articles, research papers, diagrams, code samples, documentation, system architectures, graphics, user interfaces, visual design, audio, video, case studies, benchmarks, and informational materials published or displayed on the Website.
• “Deliverables” means custom software applications, tailored integrations, technical documentation, source code modules, and project-specific outputs created by Code Elevate specifically and uniquely for a Client pursuant to an executed SOW or MSA.
• “Intellectual Property Rights” means all worldwide patents, utility models, patent applications, design rights, copyrights, moral rights, trademarks, service marks, trade dress, trade secrets, know-how, database rights, domain names, and all other proprietary rights, whether registered or unregistered.
• “Services” means the professional engineering, technology consulting, artificial intelligence implementation, cloud architecture, system modernization, and digital transformation capabilities delivered or offered by Code Elevate under the Varixen brand.
• “Third-Party Services” means third-party software, foundation AI models, cloud hosting environments, APIs, external databases, SaaS applications, developer tooling, or infrastructure components not authored or exclusively owned by Code Elevate.
• “User” (or “you,” “your”) means any individual, enterprise representative, or legal entity accessing, browsing, interacting with, or submitting data through the Website.

2.2 Interpretation.Headings are for convenience of reference only and shall not affect the interpretation of these Terms. Words in the singular include the plural and vice versa. The words “include,” “includes,” and “including” are deemed to be followed by the phrase “without limitation.”

3. Acceptance and Scope of Terms

3.1 Binding Agreement. By accessing, browsing, evaluating, or interacting with the Website, completing consultation forms, downloading published assets, or utilizing any online tools hosted on the Website, you expressly acknowledge that you have read, understood, and agreed to be legally bound by these Terms and our Privacy Policy. If you do not agree to these Terms in their entirety, you must immediately terminate access to and cease all use of the Website.

3.2 Electronic Assent.You acknowledge that your electronic interactions with the Website—including clicking buttons labeled “Submit,” “Schedule Consultation,” “Accept,” “Subscribe,” or similar designations—constitute your valid, legally binding electronic signature and demonstrate your intent to enter into this Agreement in accordance with Applicable Law.

4. Eligibility, Authority, and Organizational Users

4.1 Legal Capacity. Access to and use of the Website is permitted only to individuals who have reached the age of legal majority in their relevant jurisdiction and possess the full legal capacity and competence to enter into binding legal agreements.

4.2 Corporate and Organizational Authority. If you access or interact with the Website on behalf of an enterprise, company, partnership, government body, or other legal entity:

• You represent and warrant that you possess full corporate authority and valid legal authorization to bind that entity to these Terms;
• Your acceptance of these Terms shall be deemed an acceptance by and on behalf of that entity; and
• The terms “User,” “you,” and “your” shall refer jointly and severally to you as an individual representative and to the entity on whose behalf you act.

4.3 Prohibited Persons. The Website and Services are not directed to, and may not be accessed by, any individual or entity located in a jurisdiction where such access or distribution would violate Applicable Law, or who is subject to applicable trade sanctions, embargoes, or denied-party designations.

5. Contract Hierarchy and Relationship to Enterprise Client Agreements

5.1 Website Terms Distinction. These Terms govern general access to and usage of the Website, its public content, online consultation workflows, and initial technical inquiries. These Terms do not constitute, replace, or supersede formal commercial service agreements required for professional service engagements.

5.2 Enterprise Agreement Precedence. Professional software engineering, enterprise AI design, cloud modernization, and technical advisory services delivered by Code Elevate under the Varixen brand are governed exclusively by separately executed, written commercial contracts. In the event of any direct conflict or inconsistency between these Terms and a fully executed written agreement between Code Elevate and a Client, the following order of legal precedence shall control to the extent of such conflict:

1. The executed Master Services Agreement (“MSA”) or Bilateral Services Agreement;
2. The applicable Statement of Work (“SOW”), Task Order, or Order Form executed pursuant to the MSA;
3. The executed Data Processing Agreement (“DPA”) or Security Addendum (if applicable);
4. The executed Non-Disclosure Agreement (“NDA”); and
5. These Website Terms of Use.

5.3 Non-Override of Negotiated Terms. Nothing contained in these Terms shall be construed to diminish, waive, modify, or supersede any rights, warranties, indemnities, liability caps, service level agreements (“SLAs”), or IP allocations negotiated and executed in an enterprise commercial agreement between Code Elevate and a Client.

6. Website Content, Informational Purpose, and No Advisory Relationship

6.1 General Informational Content. All Content displayed on the Website—including service descriptions, architectural overviews, technical insights, whitepapers, case studies, technology stacks, benchmark comparisons, engineering articles, blog posts, and interactive demonstrations—is provided strictly for general informational, commercial introduction, and educational purposes.

6.2 No Professional or Technical Warranty. The publication of Content on the Website does not create a professional consulting, fiduciary, legal, financial, or architectural advisory relationship between you and Code Elevate. Content should not be relied upon as a substitute for individualized technical feasibility assessments, engineering design audits, or cybersecurity architecture reviews conducted under a formal statement of work.

6.3 Non-Contractual Marketing Descriptions. Illustrative diagrams, capability matrices, deployment representations, and functional outlines published on the Website illustrate general engineering proficiencies and do not constitute binding technical specifications, express warranties, or contractual service guarantees regarding any specific project or commercial engagement.

7. Service Engagements, Proposals, and Commercial Invoicing

7.1 Service Models. Code Elevate delivers enterprise technology solutions under diverse engagement frameworks, which may include fixed-price milestones, time-and-materials engineering, dedicated team retainers, technical consulting retainers, and managed cloud or AI operations.

7.2 Formal Proposals Required. Technical estimates, roadmap projections, timeline illustrations, or rough-order-of-magnitude (“ROM”) figures discussed during preliminary website inquiries or exploratory calls are non-binding estimates. Formal commercial commitments require an approved, written Proposal, SOW, or Order Form executed by an authorized signatory of Code Elevate.

7.3 Billing and Commercial Terms. Applicable professional fees, billing rates, milestone schedules, acceptance criteria, invoice intervals, payment methods, late fees, expense reimbursements, and tax obligations (including Goods and Services Tax / GST, Value Added Tax / VAT, or withholding taxes) shall be set forth exclusively in the applicable executed commercial agreement. All invoices are issued by, and payable directly to, Code Elevate.

8. User Responsibilities and Account Security

8.1 Accurate Information. When interacting with forms, consultation schedulers, technical assessment tools, or inquiry interfaces on the Website, you agree to provide true, accurate, current, and complete professional information, and to promptly update such information if it changes.

8.2 Credential Security. Where portal, repository, or sandbox access is granted to you by Code Elevate in connection with the Website or preliminary service demonstrations, you are solely responsible for maintaining the strict confidentiality of your access credentials, API keys, authentication tokens, and passwords. You agree to notify Code Elevate immediately at info@varixen.com upon discovering any unauthorized use or security compromise of your credentials.

8.3 Compliance with Law. You are responsible for ensuring that your access to the Website, your provision of Client Materials, and your use of any resources made available through the Website comply fully with all Applicable Laws, trade regulations, and your internal organizational policies.

9. Acceptable Use Policy

9.1 Unlawful and Prohibited Activities. You agree that you shall not use the Website, its underlying infrastructure, or its communication channels for any unlawful, fraudulent, harmful, or abusive purpose. Without limiting the generality of the foregoing, you shall not, directly or indirectly:

• Security Interference: Probe, scan, or test the vulnerability of any system, network, or server hosting the Website, or breach or attempt to circumvent any security, firewall, authentication, access-control, or rate-limiting measures;
• Malicious Code: Transmit, inject, upload, or execute viruses, trojans, worms, logic bombs, ransomware, keystroke loggers, or any other malicious, destructive, or technologically harmful code or payload;
• Denial of Service: Launch, facilitate, or participate in any Denial of Service (“DoS”), Distributed Denial of Service (“DDoS”), or traffic amplification attack against the Website or its hosting infrastructure;
• Unauthorized Extraction and Scraping: Use any robot, spider, crawler, scraper, deep-link, automated data extraction script, or systematic retrieval tool to access, index, copy, or monitor any portion of the Website, its underlying databases, or its proprietary Content without our prior express written consent;
• Reverse Engineering: Decompile, disassemble, reverse engineer, decrypt, analyze source code, or attempt to derive the underlying algorithms, source code, data models, or structural logic of any software, proprietary tool, model, or algorithm accessible through the Website, except to the strict extent permitted by non-waivable statutory law;
• Model Extraction and Competitive Abuse: Query, probe, or scrape any AI Systems, interactive tools, or APIs hosted on the Website for the purpose of training, fine-tuning, evaluating, benchmarking, or distilling competing machine learning models, algorithms, or commercial services;
• Impersonation and Misrepresentation: Impersonate any individual, corporate entity, employee, or representative of Varixen or Code Elevate, or misrepresent your affiliation, credentials, or corporate authority;
• Intellectual Property Infringement: Upload, post, or transmit any material that infringes, misappropriates, or violates the Intellectual Property Rights, privacy rights, publicity rights, or trade secret rights of Code Elevate, its licensors, or any third party;
• Harmful Content: Transmit any material that is defamatory, obscene, harassing, threatening, discriminatory, sexually explicit, abusive, or otherwise unlawful or tortious;
• Circumvention of Commercial Controls: Attempt to access features, administrative consoles, staging repositories, or internal APIs that have not been intentionally made available for public access.

9.2 Remedial Rights. Code Elevate reserves the right, in its sole discretion and without prior notice or liability, to investigate any suspected violation of this Section 9, suspend or terminate your access to the Website, block IP addresses, and cooperate with law enforcement authorities in the investigation and prosecution of unlawful conduct.

10. Artificial Intelligence Systems and AI-Generated Outputs

10.1 Inherent Nature of AI Systems. The Website may feature, demonstrate, or describe artificial intelligence capabilities, machine learning architectures, generative tools, AI agents, agentic workflows, document intelligence pipelines, and automated reasoning systems developed or deployed under the Varixen brand. You acknowledge that AI Systems utilize complex probabilistic and statistical models that are inherently subject to technical limitations.

10.2 Disclaimers Regarding AI Output. You explicitly acknowledge and agree that:

• Potential for Errors: AI Outputs may occasionally be inaccurate, incomplete, mathematically incorrect, out of date, or factually erroneous (commonly referred to as “hallucinations”);
• Non-Deterministic Behavior: AI Systems are non-deterministic; identical queries, prompts, or inputs submitted to an AI System may yield different results across separate sessions;
• No Substitute for Professional Review: AI Outputs generated by interactive demonstrations or tools on the Website are provided strictly for illustrative, experimental, and informational purposes. AI Output must not be treated as professional advice, architectural guarantees, or certified engineering outputs without rigorous independent validation;
• Mandatory Human-in-the-Loop Validation: You are solely responsible for reviewing, evaluating, and independently validating all AI Outputs before relying upon, adopting, publishing, or executing code or decisions derived from such outputs.

10.3 Dependency on Upstream Model Providers. Where Varixen solutions or Website demonstrations integrate with, orchestrate, or depend upon third-party foundation models, large language models (“LLMs”), neural network APIs, or multimodal engines (including models provided by OpenAI, Anthropic, Google Cloud, Microsoft Azure, AWS, or open-source repositories), Code Elevate does not control the internal weights, underlying training corpora, modifications, or service uptime of such upstream providers.

11. High-Risk Use and Consequential Decisions

11.1 Prohibition on High-Risk Automation Without Specialized Controls. The AI Systems, code snippets, architectural patterns, and informational resources demonstrated on the Website are not fault-tolerant and are not designed, certified, or intended for autonomous or unmonitored use in high-risk, critical, or hazardous environments where system failure, latency, or inaccurate output could foreseeably lead to:

• Death, bodily injury, or severe physical damage;
• Environmental contamination or catastrophic infrastructure failure;
• Unverified clinical, medical, or diagnostic decisions;
• High-frequency autonomous financial trading, unvalidated credit scoring, or automated lending decisions;
• Legal adjudication, law enforcement surveillance, or judicial outcomes;
• High-stakes employment, hiring, or workforce termination determinations; or
• Autonomous control of aircraft, maritime navigation, nuclear facilities, or vital emergency services.

11.2 Assumption of Risk. Any deployment of Varixen technologies into safety-critical, highly regulated, or high-impact operational environments must be governed by an express, separately negotiated commercial agreement establishing specialized architectural safeguards, testing protocols, failover mechanisms, human oversight procedures, and compliance frameworks. You assume all operational, financial, and legal risk arising from any unauthorized or unmonitored high-risk application of Website content or demonstration tools.

12. Responsible AI and Governance Principles

12.1 Engineering Philosophy. Varixen is guided by a commitment to responsible, secure, transparent, and ethical artificial intelligence engineering. Code Elevate strives to architect AI solutions that emphasize data privacy, algorithmic accountability, enterprise security, system observability, and human agency.

12.2 Aspirational Nature of Principles.While Code Elevate actively applies industry best practices, secure software engineering standards, and robust validation protocols across its client engagements, our statements regarding “Responsible AI,” “Ethical AI,” “Zero-Trust Engineering,” or “Trustworthy Systems” reflect foundational engineering principles and governance objectives. Such statements do not constitute absolute warranties, strict liability covenants, or guarantees that any system will be entirely free from algorithmic bias, latency, edge-case failures, or third-party adversarial vulnerabilities under all operating conditions.

13. Third-Party Services, Integrations, and Foundation Models

13.1 Third-Party Components. The Website may contain links, references, integrations, or dependencies involving Third-Party Services, including cloud hosting providers, external analytics platforms, developer repositories, identity management providers, payment gateways, and third-party foundation model APIs.

13.2 Independent Terms.Third-Party Services are operated by independent commercial entities and are governed by their respective terms of service, acceptable use policies, service level agreements, and privacy notices. Your access to or utilization of any Third-Party Service is entirely at your own risk and subject to the applicable third party's contractual terms.

13.3 Disclaimer of Third-Party Liability. Code Elevate does not endorse, warrant, control, or assume any legal responsibility or liability for:

• The continuous availability, performance, speed, or accuracy of any Third-Party Service;
• Changes to third-party API interfaces, pricing structures, model deprecations, or policy modifications;
• The data privacy, security practices, or compliance status of third-party vendors; or
• Any damages, data loss, or service interruptions caused by third-party outages or infrastructure failures.

14. Intellectual Property Rights and Proprietary Assets

14.1 Varixen and Code Elevate Proprietary Rights. All rights, title, and interest in and to the Website, its Content, visual design, graphic interfaces, trademarks, brand names, domain names, slogans, software code, databases, architectural diagrams, proprietary algorithms, and Background IP—including all associated Intellectual Property Rights—are and shall remain the exclusive property of Code Elevate or its third-party licensors.

14.2 Limited Website License. Subject to your strict compliance with these Terms, Code Elevate grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, view, and display the publicly accessible Content on the Website solely for your internal evaluation, commercial consideration, and informational purposes.

14.3 Reservation of Rights. All rights not expressly granted to you in these Terms are reserved by Code Elevate. No license, right, or immunity is granted to you, by implication, estoppel, or otherwise, under any Intellectual Property Rights of Code Elevate, except as expressly set forth herein.

14.4 Commercial Engagement IP Structure. For the avoidance of doubt, the allocation of Intellectual Property Rights regarding custom engineering projects, software Deliverables, and client-specific integrations is governed by the following strict enterprise framework:

• Background IP: Code Elevate retains sole and exclusive ownership of all Background IP, core libraries, generic AI frameworks, reusable software engines, and technical know-how developed prior to or independently of a Client engagement;
• Client Materials: The Client retains sole and exclusive ownership of all pre-existing Client Materials and Client Data;
• Project Deliverables: Ownership, licensing, and assignment of custom Deliverables created uniquely for a Client under an executed Statement of Work shall be governed exclusively by the express terms of the applicable MSA/SOW, typically vesting in the Client only upon receipt of full and final payment by Code Elevate.

14.5 Feedback. If you submit feedback, suggestions, architectural ideas, feature requests, or technical recommendations regarding the Website or Services (“Feedback”), you grant Code Elevate a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to use, incorporate, modify, commercialize, and exploit such Feedback without attribution, compensation, or accounting to you.

15. Client Data and Client Materials

15.1 Ownership of Client Data. As between you and Code Elevate, you (or your enterprise) retain all right, title, and interest (including any Intellectual Property Rights) in and to all Client Data and Client Materials uploaded or submitted to the Website or provided during preliminary technical consultations.

15.2 Responsibility for Client Materials. You represent, warrant, and covenant that:

• You have obtained all necessary rights, licenses, consents, and legal authorizations to provide the Client Data and Client Materials to Code Elevate;
• The provision and use of Client Data and Client Materials as contemplated herein does not infringe, misappropriate, or violate any third-party Intellectual Property Rights, privacy rights, trade secret protections, or Applicable Law; and
• You will not transmit, upload, or expose Code Elevate to any classified government records, unauthorized financial cardholder data, unprotected protected health information (“PHI”), or highly restricted data without prior written authorization and execution of an appropriate compliance addendum.

15.3 Limited License to Process. You grant Code Elevate a non-exclusive, worldwide, royalty-free license to use, process, host, reproduce, and transmit Client Data solely to the extent necessary to evaluate technical feasibility, respond to your inquiries, schedule consultations, and provide preliminary assessments requested by you.

16. Confidentiality and Pre-Engagement Communications

16.1 General Website Communications. Transmissions submitted through public website contact forms, newsletter sign-ups, or unencrypted email inquiries should not contain sensitive trade secrets, highly confidential proprietary source code, or restricted data. While Code Elevate maintains reasonable operational privacy, communications initiated via public website forms do not automatically establish a formal bilateral Non-Disclosure Agreement (“NDA”).

16.2 Formal NDA Execution. If you anticipate disclosing proprietary trade secrets, enterprise architectures, or confidential business plans during exploratory technical evaluations, you should request the execution of a mutual, bilateral NDA with Code Elevate prior to disclosure.

16.3 Non-Diminution of Existing NDAs. If Code Elevate and your organization have executed a valid, separate written NDA, nothing in these Terms shall supersede, diminish, or release either party from its obligations of confidentiality set forth in that executed agreement with respect to confidential information exchanged within the scope of that NDA.

17. Privacy and Data Protection

17.1 Privacy Policy Incorporation. Our collection, processing, storage, and transfer of personal information collected through the Website are governed by the Varixen Privacy Policy (accessible at https://www.varixen.com/privacy), which is incorporated into and forms an integral part of these Terms.

17.2 Data Protection Principles. Code Elevate processes personal data in accordance with Applicable Law, including (where applicable) India's Digital Personal Data Protection Act (“DPDPA”), the European Union General Data Protection Regulation (“GDPR”), and other relevant regional data privacy statutes.

17.3 Cookies and Telemetry. The Website uses strictly necessary, performance, and functional cookies in accordance with our Cookie Policy. Users may manage or update their cookie preferences at any time via the cookie settings controls provided in the Website footer.

17.4 Enterprise Data Processing. Where Code Elevate processes personal data on behalf of a Client as a data processor or service provider under an enterprise engagement, the terms of an executed Data Processing Agreement (“DPA”) shall govern such processing activities.

18. Information Security and Technical Measures

18.1 Reasonable Security Controls. Code Elevate implements and maintains commercially reasonable, industry-standard administrative, physical, and technical safeguards designed to preserve the integrity, confidentiality, and availability of the Website and user communications submitted through it.

18.2 No Absolute Security Guarantee. While Code Elevate applies modern security controls (including cryptographic encryption protocols for data in transit), you acknowledge that no electronic transmission over the internet or digital storage facility is completely impenetrable. Code Elevate does not warrant, promise, or guarantee that the Website or internet communications will be invulnerable to unauthorized access, sophisticated cyberattacks, zero-day vulnerabilities, or interception by third parties.

18.3 Enterprise Security Addenda. Specific information security covenants, encryption standards, vulnerability management requirements, access restrictions, audit rights, and incident response timeframes for contracted Client systems are governed exclusively by a formal Security Addendum or schedule executed within an enterprise MSA.

19. Website Availability, Modifications, and Maintenance

19.1 As-Available Operation. The Website is provided on an “AS IS” and “AS AVAILABLE” basis. Code Elevate does not guarantee that the Website, its features, interactive demos, or Content will be uninterrupted, continuous, timely, error-free, or compatible with every browser or hardware configuration.

19.2 Maintenance and Downtime. Code Elevate reserves the right, at any time and without prior liability, to perform scheduled or emergency maintenance, upgrade system architectures, resolve security threats, modify features, or temporarily suspend access to all or part of the Website.

19.3 Right to Modify Content. Code Elevate reserves the right, in its sole discretion, to modify, update, replace, deprecate, or discontinue any Content, architectural patterns, toolkits, or service descriptions published on the Website at any time without notice.

20. Disclaimers of Warranties

20.1 Statutory Disclaimers.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, ALL CONTENT, DEMONSTRATION TOOLS, ARCHITECTURAL DIAGRAMS, AND AI OUTPUTS ARE PROVIDED EXCLUSIVELY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND.

20.2 Exclusion of Implied Warranties. CODE ELEVATE (FOR ITSELF, ITS OPERATING DIVISIONS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS) HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

• ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, PERFORMANCE, OR TRADE PRACTICE;
• ALL WARRANTIES THAT THE WEBSITE, CONTENT, OR AI OUTPUTS WILL MEET YOUR SPECIFIC OPERATIONAL, ARCHITECTURAL, OR REGULATORY REQUIREMENTS; AND
• ALL WARRANTIES THAT THE WEBSITE OR HOSTING INFRASTRUCTURE ARE FREE FROM DEFECTS, VIRUSES, HARMFUL COMPONENTS, EXPLOITS, OR INTERRUPTIONS.

20.3 Professional Services Excluded. ANY EXPRESS WARRANTIES, REMEDIES, ACCEPTANCE PERIODS, OR PERFORMANCE GUARANTEES APPLICABLE TO PAID PROFESSIONAL ENGINEERING OR CONSULTING SERVICES MUST ARISE EXCLUSIVELY FROM AN EXECUTED COMMERCIAL CONTRACT BETWEEN CODE ELEVATE AND THE APPLICABLE CLIENT.

21. Indemnification

21.1 User Indemnification.You agree to defend, indemnify, and hold harmless Code Elevate, its operating divisions (including Varixen), affiliates, successors, and assigns, and their respective directors, officers, employees, agents, and licensors from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising out of or relating to:

• Your access to or use of the Website, Content, or interactive demonstration tools;
• Your breach or alleged breach of any provision of these Terms;
• Your violation of any Applicable Law or the rights of any third party, including Intellectual Property Rights, privacy rights, or trade secret rights;
• Any Client Data or Client Materials submitted, uploaded, or transmitted by you or on your behalf;
• Any unvalidated or high-risk reliance by you or your organization on AI Outputs obtained from the Website; or
• Any willful misconduct, gross negligence, or fraudulent act committed by you.

21.2 Indemnification Procedure. Code Elevate shall provide you with prompt written notice of any claim subject to indemnification hereunder (provided that failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent materially prejudiced thereby). Code Elevate reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with Code Elevate in asserting any available defenses. You shall not settle any claim requiring an admission of liability or financial expenditure by Code Elevate without our prior written consent.

22. Limitation of Liability

22.1 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CODE ELEVATE, ITS OPERATING DIVISIONS (INCLUDING VARIXEN), AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE) FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF REVENUE, PROFITS, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITIES, CONTRACTS, OR COMMERCIAL GOODWILL;
• LOSS, CORRUPTION, DESTRUCTION, OR UNAUTHORIZED ALTERATION OF DATA OR DATABASES;
• BUSINESS INTERRUPTION, SYSTEM OUTAGE, OR DOWNTIME COSTS; OR
• COSTS OF PROCURING SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGIES;

ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE WEBSITE, CONTENT, DEMONSTRATION TOOLS, OR AI OUTPUTS, EVEN IF CODE ELEVATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.

22.2 Aggregate Liability Cap for Website Use. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CODE ELEVATE FOR ALL CLAIMS, DISPUTES, LIABILITIES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO AND USE OF THE WEBSITE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO CODE ELEVATE SPECIFICALLY FOR ACCESSING OR USING THE WEBSITE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00) OR ITS EQUIVALENT IN INDIAN RUPEES (INR).

22.3 Mandatory Statutory Rights. Nothing in these Terms shall limit or exclude any liability that cannot be lawfully excluded or limited under Applicable Law, including liability for death or personal injury resulting directly from gross negligence, intentional fraud, or willful misconduct.

23. Force Majeure

23.1 Excused Non-Performance. Neither Code Elevate nor you shall be held liable or responsible for any failure, delay, or interruption in the performance of obligations under these Terms (other than payment obligations) resulting from causes beyond reasonable control, including:

• Acts of God, flood, earthquake, hurricane, wildfire, epidemic, pandemic, or other natural disasters;
• War, invasion, hostilities, terrorist acts, civil unrest, riots, or revolution;
• Government orders, statutory enactments, trade embargoes, sanctions, or regulatory prohibitions;
• Widespread internet failure, major telecommunications breakdown, national grid outage, public utility failure, or root DNS corruption;
• Widespread malicious cyber warfare, zero-day infrastructure exploits, or systemic distributed denial of service attacks affecting major cloud data centers; or
• Severe labor disputes, industry-wide strikes, or regional transportation breakdowns.

23.2 Mitigation. The affected party shall use reasonable commercial efforts to mitigate the operational impact of any Force Majeure event and resume regular performance as soon as practicable.

24. Suspension and Termination of Website Access

24.1 Discretionary Suspension. Code Elevate reserves the right, in its sole discretion and without liability or prior notice, to immediately suspend, restrict, or terminate your access to the Website, portal environments, or demonstration tools if:

• You violate any provision of these Terms or the Acceptable Use Policy;
• Code Elevate detects or reasonably suspects unauthorized, abusive, fraudulent, or malicious activity associated with your IP address, network, or credentials;
• Continued access poses an operational, security, or legal risk to Code Elevate, its hosting infrastructure, or other users; or
• Required to do so by a competent court, regulatory authority, or law enforcement agency.

24.2 Effect of Termination. Upon any termination of your access rights: (a) all licenses granted to you under these Terms shall immediately terminate; (b) you must immediately cease all access to and use of the Website; and (c) all provisions of these Terms that by their nature should survive termination shall survive.

25. Governing Law and Dispute Resolution

25.1 Governing Law. These Terms, and any dispute, claim, or controversy arising out of or relating to their subject matter, interpretation, validity, performance, or termination (including non-contractual disputes or claims), shall be governed by, construed, and enforced in accordance with the laws of India, without giving effect to any principles or rules of conflict of laws that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

25.2 Good-Faith Informal Dispute Resolution. In the event of any controversy, claim, or dispute arising out of or relating to these Terms (a “Dispute”), the parties agree to first attempt in good faith to resolve the Dispute amicably. Either party may initiate this process by delivering a formal written Notice of Dispute to the other party describing the nature of the claim and the requested relief. Within thirty (30) days of receipt of such notice, authorized senior representatives of both parties shall meet (in person, telephonically, or via secure video conference) and negotiate in good faith to resolve the Dispute.

25.3 Escalation and Arbitration Framework. If the Dispute is not resolved within forty-five (45) days following the receipt of the initial Notice of Dispute, the Dispute shall be referred to and finally resolved by binding arbitration under the applicable procedural framework:

• Governing Statute: The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (including all statutory amendments and re-enactments thereof);
• Arbitral Tribunal: The arbitration shall be conducted by a single independent arbitrator mutually agreed upon by the parties. If the parties fail to agree upon an arbitrator within thirty (30) days of the request for arbitration, the arbitrator shall be appointed in accordance with Applicable Law;
• Seat and Venue: The legal seat and place of arbitration shall be Bangalore, Karnataka, India;
• Language: The language of the arbitral proceedings, evidentiary submissions, and award shall be English;
• Enforceability: The arbitral award shall be in writing, shall state the reasons upon which it is based, and shall be final and binding on both parties.

25.4 Equitable and Injunctive Relief. Notwithstanding the agreement to arbitrate set forth above, either party may at any time seek preliminary, interim, or conservatory injunctive relief, specific performance, or emergency protective measures from any court of competent jurisdiction to prevent or restrain actual or threatened infringement, misappropriation, or violation of its Intellectual Property Rights, confidentiality obligations, or cybersecurity safeguards.

25.5 Judicial Jurisdiction. Subject to the arbitration covenants set forth in Section 25.3, the courts of competent jurisdiction located in Bangalore, Karnataka, India shall have exclusive jurisdiction over any legal proceedings, challenges to arbitration, or enforcement actions arising under or relating to these Terms.

26. General Legal Provisions

26.1 Entire Agreement. These Terms, together with our Privacy Policy, Cookie Policy, and any posted legal notices, constitute the sole, complete, and entire agreement between you and Code Elevate with respect to your access to and use of the Website, and supersede all prior or contemporaneous oral or written understandings, agreements, representations, and warranties. Executed commercial client contracts (MSAs, SOWs) remain fully independent and take precedence over these Terms.

26.2 Severability. If any provision of these Terms is determined by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable under Applicable Law: (a) such invalidity or unenforceability shall not affect any other provision of these Terms; (b) the remaining provisions shall continue in full force and effect; and (c) the invalid or unenforceable provision shall be reformed to the maximum extent permissible under Applicable Law to reflect the original commercial intent.

26.3 Waiver. No failure or delay by Code Elevate in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof. Any waiver of any provision of these Terms must be in writing and signed by an authorized representative of Code Elevate.

26.4 Assignment. You may not assign, transfer, delegate, or subcontract any of your rights or obligations under these Terms without the prior express written consent of Code Elevate. Code Elevate may freely assign, transfer, or delegate its rights, duties, and obligations under these Terms, in whole or in part, without restriction or notice, in connection with a corporate reorganization, merger, acquisition, divestiture, or sale of assets.

26.5 Relationship of the Parties. Nothing in these Terms shall be construed to create or imply a partnership, joint venture, agency, franchise, fiduciary, or employment relationship between you and Code Elevate. Neither party has any authority to bind, obligate, or represent the other in any manner whatsoever.

26.6 No Third-Party Beneficiaries.Except as expressly provided regarding Code Elevate's affiliates, officers, directors, and licensors under Sections 20, 21, and 22, these Terms are intended solely for the benefit of you and Code Elevate, and do not confer any rights, remedies, or claims upon any third-party individual or entity.

26.7 Survival. All provisions of these Terms that by their nature are intended to survive the expiration, suspension, or termination of your access to the Website shall survive, including definitions, intellectual property covenants, warranty disclaimers, high-risk disclaimers, limitations of liability, indemnification obligations, dispute resolution provisions, governing law, and general legal terms.

27. Changes to Services and Terms

27.1 Right to Revise. Code Elevate reserves the right, in its sole discretion, to revise, update, amend, or replace these Terms at any time. When modifications are made, we will update the “Last Updated” date at the top of these Terms.

27.2 Material Modifications. If we make material modifications that substantively alter your rights or obligations under these Terms, we will provide commercially reasonable notice by posting a prominent alert on the Website or by communicating via email where you have provided your contact details.

27.3 Continued Use as Assent. Your continued access to or use of the Website following the posting of revised Terms constitutes your full acceptance of and agreement to be bound by the updated Terms. If you do not agree to the revised Terms, your sole and exclusive remedy is to immediately discontinue your access to and use of the Website.

28. Electronic Communications, Notices, and Legal Contact

28.1 Electronic Communications Consent. By accessing the Website or submitting inquiries, you consent to receive communications from Code Elevate electronically, including via email or by notices posted directly on the Website. You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.

28.2 Official Legal Notices. Formal legal notices, statutory claims, breach notifications, or dispute communications directed to Code Elevate must be delivered in writing by registered courier or tracked international postal service to the registered office of Code Elevate, with a mandatory simultaneous copy transmitted via email to: