Terms & Conditions

1. Service Overview & Definitions

QodeNexus provides comprehensive technology solutions including custom software development, digital marketing services, and our flagship QodeNexus Gym Management Software—a sophisticated SaaS platform designed to streamline gym operations, member management, trainer coordination, payment processing, and business analytics. The Services may be accessed through web browsers, mobile applications, or other authorized interfaces as made available by QodeNexus.

2. Account Registration & User Responsibilities

To access certain Services, you must complete the registration process by providing accurate, current, and complete information as prompted. You agree to:

• Maintain the security and confidentiality of your account credentials
• Accept full responsibility for all activities that occur under your account
• Promptly notify us of any unauthorized access or security breaches
• Ensure that all users accessing the Services through your account comply with this Agreement
• Provide valid contact information and keep it updated throughout the subscription term

3. Subscription Plans & Payment Terms

The QodeNexus Gym Management Software operates on a subscription basis ("Subscription") with various tiered plans. By selecting a Subscription plan, you agree to pay all applicable fees as described during the registration process. All fees are exclusive of taxes, which will be added to your invoice where required by law.

4. License Grant & Usage Restrictions

Subject to your compliance with this Agreement and timely payment of all fees, QodeNexus grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes during the active Subscription term.

You expressly agree not to:

• Copy, modify, create derivative works, reverse engineer, decompile, or disassemble the Services
• Resell, lease, license, or commercially exploit the Services without express written consent
• Use the Services to process data on behalf of third parties without appropriate authorization
• Circumvent any security measures or access controls implemented in the Services
• Use the Services in any manner that could damage, disable, overburden, or impair our infrastructure
• Upload or transmit any malicious code, viruses, or harmful content through the Services

5. Intellectual Property Rights

QodeNexus retains all right, title, and interest in and to the Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, trademarks, service marks, and logos ("Company IP"). The Company IP is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

You acknowledge that the Services are licensed, not sold, to you. No provision of this Agreement shall be construed as transferring any ownership rights in the Company IP to you or any third party.

6. User Content & Data Ownership

You retain all ownership rights to the data, information, and content you upload, submit, or process through the Services ("User Content"). By submitting User Content, you grant QodeNexus a worldwide, royalty-free license to use, process, and store such content solely for the purpose of providing and improving the Services. You represent and warrant that you have all necessary rights to the User Content and that its use doesn't violate any third-party rights.

7. Service Availability & Support

We strive to maintain Service availability of 99.5% monthly, excluding scheduled maintenance windows and circumstances beyond our reasonable control. Standard technical support is included with all Subscription plans during business hours. Enhanced support options may be available for enterprise clients.

8. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall QodeNexus, its directors, employees, or agents be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, data, or other intangible losses, that result from the use of, inability to use, or unavailability of the Services.

Our total cumulative liability to you for all claims arising from or related to this Agreement shall not exceed the total amount of fees paid by you to QodeNexus during the six (6) months immediately preceding the event giving rise to such claim.

9. Indemnification

You agree to defend, indemnify, and hold harmless QodeNexus and its affiliates from and against any claims, damages, costs, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to your use of the Services, violation of this Agreement, infringement of any third-party rights, or violation of any applicable laws or regulations.

10. Termination & Suspension

Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of receiving notice. QodeNexus reserves the right to suspend or terminate your access to the Services immediately for:

• Violation of acceptable use policies or license restrictions
• Non-payment of Subscription fees
• Engagement in illegal or fraudulent activities
• Actions that threaten the security or integrity of our Services

11. Data Processing & Privacy

Your use of the Services is subject to our Privacy Policy, which outlines how we collect, use, and protect your personal information. By using our Services, you consent to such processing and you warrant that all data provided by you is accurate and compliant with applicable data protection laws.

12. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts located in New Delhi, India.

The parties shall attempt to resolve any dispute through good-faith negotiations prior to initiating formal proceedings. If the dispute cannot be resolved amicably within sixty (60) days, either party may pursue formal legal remedies.

13. Modifications to Terms

QodeNexus reserves the right to modify these Terms & Conditions at any time. Material changes will be communicated via email or prominent notice within the Services at least thirty (30) days prior to the effective date. Your continued use of the Services after such modifications constitutes acceptance of the revised terms.

14. Miscellaneous Provisions

• Entire Agreement: This document constitutes the entire agreement between the parties
• Severability: If any provision is found invalid, the remaining provisions remain in effect
• Force Majeure: Neither party is liable for failures due to circumstances beyond reasonable control
• Assignment: You may not assign this Agreement without our prior written consent
• Waiver: Failure to enforce any provision doesn't constitute a waiver of that provision

15. Contact Information