Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services provided by CodexaAI L.L.C-FZ, a company registered in the UAE Free Zone ("CodexaAI," "Company," "we," "our," or "us"). By engaging our services, you agree to be bound by these Terms.

1. Acceptance of Terms

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not use our services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Eligibility

Our services are intended for business and enterprise clients. By using our services, you represent that you are at least 18 years of age and have the legal capacity to enter into binding agreements. If you are acting on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

3. Services

CodexaAI provides AI consulting, implementation, and automation services, including but not limited to:

• AI strategy consulting and advisory services
• Custom AI application development
• Workflow automation and system integration
• Data engineering and intelligence platforms
• Conversational AI and chatbot solutions
• Training and ongoing support services

Specific services, deliverables, timelines, and fees will be defined in individual Statements of Work (SOW) or service agreements executed between the parties.

4. Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. We will provide reasonable notice of material changes that affect ongoing engagements. Continued use of our services following any modifications constitutes acceptance of those changes.

5. Client Responsibilities

As a client, you agree to:

• Provide accurate, complete, and timely information necessary for service delivery
• Designate authorized personnel to communicate and make decisions on your behalf
• Grant necessary access to systems, data, and resources required for project execution
• Review and provide feedback on deliverables within agreed timeframes
• Ensure compliance with applicable laws regarding data shared with us
• Maintain appropriate backups of your data and systems
• Obtain necessary consents and authorizations for data processing activities

6. Payment Terms

Payment terms will be specified in individual service agreements. Unless otherwise agreed:

• Invoices are due within 30 days of the invoice date
• All fees are quoted in USD unless otherwise specified
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
• Clients are responsible for all applicable taxes, duties, and government charges
• We reserve the right to suspend services for accounts with overdue balances exceeding 30 days

7. Intellectual Property

Client Materials

You retain all rights to materials, data, and content you provide to us. You grant us a limited license to use such materials solely for the purpose of delivering the services.

Deliverables

Upon full payment of all fees, we assign to you all intellectual property rights in custom deliverables specifically created for you under the service agreement.

Pre-Existing and General-Purpose Materials

We retain ownership of all pre-existing intellectual property, methodologies, frameworks, tools, and general-purpose components used in delivering services. You are granted a non-exclusive, perpetual license to use such materials as incorporated into your deliverables.

8. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. Confidential information includes, but is not limited to:

• Business strategies, plans, and financial information
• Technical specifications and system architectures
• Customer data and personal information
• Trade secrets and proprietary methodologies

Confidentiality obligations survive termination of the engagement for a period of three (3) years, except for trade secrets which shall be protected indefinitely.

9. Warranties and Disclaimers

We warrant that services will be performed in a professional manner consistent with industry standards. We do not warrant that services will be uninterrupted or error-free.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not guarantee specific business outcomes, cost savings, or return on investment from our services.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability for any claims arising from services shall not exceed the fees paid by you in the twelve (12) months preceding the claim
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities
• We shall not be liable for damages arising from your failure to maintain adequate backups or security measures

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

11. Indemnification

You agree to indemnify, defend, and hold harmless CodexaAI and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your use of our services in violation of these Terms
• Your violation of any applicable law or third-party rights
• Materials or data you provide that infringe third-party intellectual property rights
• Your negligence or willful misconduct

12. Termination

Either party may terminate services:

• For convenience with 30 days written notice
• Immediately if the other party materially breaches these Terms and fails to cure within 15 days of written notice
• Immediately if the other party becomes insolvent or files for bankruptcy

Upon termination, you shall pay for all services rendered through the termination date. Provisions relating to confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination.

13. Non-Solicitation

During the term of any engagement and for twelve (12) months thereafter, neither party shall directly solicit for employment any employee of the other party who was involved in the delivery or receipt of services, without prior written consent. This does not restrict general recruitment advertising or hiring of individuals who respond to such advertising.

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, internet or telecommunications failures, or pandemics. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

15. Dispute Resolution

The parties agree to attempt to resolve any dispute through good-faith negotiation. If negotiation fails, disputes shall be resolved as follows:

• Disputes shall be submitted to binding arbitration administered by a mutually agreed arbitration body
• Arbitration shall take place in Dubai, UAE
• The arbitration shall be conducted in English
• The decision of the arbitrator shall be final and binding

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to conflict of law principles. The courts of Dubai shall have exclusive jurisdiction over any matters not subject to arbitration.

17. General Provisions

• Entire Agreement: These Terms, together with any executed service agreements, constitute the entire agreement between the parties
• Amendments: These Terms may only be modified in writing signed by both parties
• Waiver: Failure to enforce any provision shall not constitute a waiver of that provision
• Severability: If any provision is found unenforceable, the remaining provisions shall continue in effect
• Assignment: You may not assign these Terms without our prior written consent
• Notices: All notices shall be in writing and sent to the addresses specified in the service agreement

18. Contact Information

For questions about these Terms of Service, please contact us: