Terms of Service

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1) Acceptance & Changes

By using the Services, you accept these Terms and our Privacy Policy. We may update the Terms from time to time. Changes take effect upon posting, unless otherwise stated. If you continue using the Services after changes become effective, you accept the updated Terms.

2) Eligibility & Accounts

• You must have the legal capacity to enter into these Terms. If you use the Services on behalf of an entity, you represent that you are authorized to bind that entity.
• You are responsible for maintaining the confidentiality of account credentials and for all activities under your account.
• You will not misrepresent your identity or interfere with other users’ use of the Services.

3) Orders, Fees & Taxes

• Quotes, SOWs, or order forms specify scope, term, and pricing. Unless stated otherwise, invoices are due within 15 days.
• Fees are exclusive of taxes, duties, and gateway charges; you are responsible for applicable taxes (except taxes based on our income).
• Card payments are processed by third-party gateways (e.g., PayTabs, MEPS, Stripe). We do not store raw card data.
• Late amounts may accrue interest or lead to suspension until payment is received.

4) Scope of Services

The Services may include software development, AI/OCR pipelines, automation, UI/UX, cloud/DevOps, IoT integrations, GIS, e-commerce, and support. Deliverables and acceptance criteria are defined in the applicable SOW or order form. Unless expressly granted, no rights or licenses are implied.

5) Customer Data & Privacy

“Customer Data” means information you submit to or through the Services, including content processed via OCR/AI. We process Customer Data to provide the Services and as described in the Privacy Policy. When we act as a processor/service provider on your behalf, we will process Customer Data according to your documented instructions and our data processing terms. You are responsible for obtaining necessary permissions and lawful bases to provide Customer Data to us.

6) AI, OCR & Automation

• We may use AI (e.g., OCR, NLP, computer vision) to automate workflows. Unless expressly agreed in writing, we do not use Customer Data to train public models.
• AI outputs are probabilistic and may contain errors. You are responsible for reviewing outputs and making final decisions. Do not rely on the Services for medical, legal, or other regulated advice.
• Third-party AI processors used (if any) are contractually restricted to providing the Services.

7) Third-Party Services

The Services may interoperate with or rely on third-party products (hosting, analytics, gateways, SSO, messaging, hardware). Your use of third-party products is subject to their terms. We are not responsible for third-party products or changes that degrade the Services’ functionality.

8) Intellectual Property

• Codexal IP: We and our licensors retain all rights, title, and interest in and to the Services, underlying software, pre-existing tools, frameworks, templates, and know-how.
• Customer IP: You retain all rights to Customer Data and your pre-existing materials. You grant us a non-exclusive, worldwide license to use Customer Data solely to provide the Services.
• Deliverables: Ownership or license to deliverables will be as stated in the applicable SOW (e.g., work-for-hire, assignment, or license). If not specified, deliverables are licensed to you for your internal business purposes.

9) Feedback

If you provide ideas or suggestions, you grant Codexal a perpetual, irrevocable, royalty-free license to use them without restriction, with no obligation to you.

10) Confidentiality

Each party may access the other’s non-public information (“Confidential Information”). The receiving party will use reasonable care to protect it, use it only to perform under these Terms, and disclose it only to personnel and providers bound by confidentiality. Confidential Information excludes information that is public without breach, known to the receiver independently, or rightfully disclosed by a third party.

11) Security

We implement technical and organizational measures appropriate to risk (e.g., encryption in transit, access controls, logging). No method is 100% secure; you are responsible for the security of your devices, credentials, and systems under your control.

12) Warranties & Disclaimers

• We warrant that we will perform services in a professional and workmanlike manner using reasonable care and skill.
• Disclaimer: Except as expressly stated, the Services and deliverables are provided “as is” and “as available” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, or quiet enjoyment.
• We do not warrant that the Services will be uninterrupted, error-free, or meet your requirements.

13) Limitation of Liability

• Indirect damages: To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, goodwill, or data.
• Cap: Except for your payment obligations, breach of confidentiality, or infringement/misuse of IP, each party’s aggregate liability under these Terms is limited to the amounts paid by you to Codexal for the Services giving rise to the claim in the 12 months preceding the event.

14) Indemnification

You will defend, indemnify, and hold Codexal harmless from claims arising out of (a) your misuse of the Services; (b) Customer Data (including alleged infringement or violation of law); or (c) your breach of these Terms or applicable laws.

15) Suspension & Termination

• We may suspend or terminate access for non-payment, security risks, suspected fraud/abuse, or violation of these Terms.
• Either party may terminate for material breach not cured within 30 days after written notice.
• Upon termination, you must stop using the Services. Provisions intended to survive (e.g., fees owed, confidentiality, IP, disclaimers, limitations, indemnities) will survive.

16) Beta & Trial Features

Beta or trial features are provided for evaluation only, may be modified or discontinued at any time, and are provided without warranties and with limited or no support.

17) Publicity

We may reference your name and logo as a customer (or project partner) in marketing materials and websites unless you notify us in writing to restrict such use. Any deeper case studies or press releases require mutual approval.

18) Open-Source Components

Some components may be provided under open-source licenses. Those licenses govern the use of such components. We will provide notices where required.

19) Export & Sanctions

You represent that you are not located in a sanctioned jurisdiction and are not a restricted party. You will comply with applicable export, import, and sanctions laws.

20) Anti-Bribery & Ethics

Each party will comply with applicable anti-bribery, anti-corruption, and fair-competition laws. You will not use the Services for activities that are unlawful, harmful, or infringe rights.

21) Government Use

If you are a government entity, rights in the Services are provided as commercial computer software/services with only those rights set forth in these Terms.

22) Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control (including natural disasters, war, terrorism, labor disputes, utility failures, internet outages, or changes by third-party providers).

23) Governing Law & Disputes

These Terms are governed by the laws of Jordan, without regard to conflict-of-laws rules, unless another jurisdiction is specified in a signed SOW or order form. Disputes will be subject to the exclusive jurisdiction of competent courts in Amman, Jordan. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24) Notices

Notices to Codexal may be sent to info@codexal.co with subject Legal Notice. We may provide notices to you via email to your admin or billing contact, or via in-product notifications.

25) Miscellaneous

• Entire Agreement: These Terms, together with any SOWs, order forms, and policies referenced, form the entire agreement and supersede prior discussions.
• Order of Precedence: If there is a conflict, a signed SOW or order form prevails over these Terms.
• Assignment: You may not assign these Terms without our prior written consent; we may assign to an affiliate or in connection with a corporate transaction.
• Severability: If a provision is unenforceable, the remainder remains in effect.
• No Waiver: Failure to enforce a provision is not a waiver.
• Independent Contractors: The parties are independent contractors; no partnership, agency, or employment relationship is created.

26) Contact

Legal Notice: These Terms are for general information and are not legal advice. For a negotiated agreement, refer to your signed SOW or MSA.