1. INTRODUCTION
These Terms of Service (“Terms”) govern your access to and use of the website, services, and content provided by Codex Triage (“we,” “us,” or “our”), a legal consultancy with offices in India and UAE, operating as a sole proprietorship of Kenneth Joe Cleetus.
By accessing our website (www.codextriage.com) or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.
These Terms should be read in conjunction with our Privacy & Cookie Policy and Client Confidentiality Policy, which are incorporated by reference.
2. DEFINITIONS
In these Terms, the following definitions apply:
- “Client” refers to any individual or entity that engages our services.
- “Content” refers to all information, text, materials, images, documents, and other content displayed on or available through our website.
- “Services” refers to legal and consultancy services provided by Codex Triage, including but not limited to those listed on our website.
- “Subscription Plans” refers to the Traction Plan, Ascension Plan, and any other service packages we offer.
- “Virtual Legal Officer” or “VLO” refers to the dedicated legal professional assigned to manage Client legal matters.
- “Website” refers to http://www.codextriage.com and any associated domains or subdomains.
3. LEGAL DISCLAIMER
3.1 Not Legal Advice: The Content available on our Website is for informational purposes only and should not be construed as legal advice on any matter. No attorney-client relationship is created merely by visiting our Website or accessing any Content contained therein.
3.2 No Solicitation: As per the rules of the Bar Council of India, law firms are not permitted to solicit work or advertise. By accessing our Website, you acknowledge that you are seeking information of your own accord and that no form of solicitation has been made by the firm or its members.
3.3 No Reliance Without Advice: No recipient of Content from this Website should act or refrain from acting on the basis of any Content included in the Website without seeking appropriate legal advice on the particular facts and circumstances from a lawyer licensed in the recipient’s jurisdiction.
3.4 Disclaimer of Liability: Codex Triage and its affiliated entities expressly disclaim all liability in respect to actions taken or not taken based on any or all the Contents of this Website.
4. SERVICES
4.1 Service Description: Codex Triage provides legal consultancy services primarily focused on but not limited to startups, SMEs, and businesses in technology, web3, fintech, and media sectors. Our services include those described on our Website, such as Virtual Chief Legal Officers, regulatory compliance, corporate structuring, funding advisory, commercial agreements, intellectual property protection, and other legal services.
4.2 Service Delivery Process: Our service delivery process follows the Legal Triage methodology described on our Website, which involves assessment, solution generation, solution triage, strategy design, implementation, and continuous optimization.
4.3 Service Limitations: Our services are subject to:
a) Conflicts of interest checks; b) Professional and ethical obligations; c) Regulatory constraints in applicable jurisdictions; and d) The scope defined in our engagement with you.
4.4 No Guaranteed Outcomes: While we strive to provide the highest quality legal services, we cannot and do not guarantee specific outcomes or results. Legal matters involve inherent risks and uncertainties that are beyond our control.
5. SUBSCRIPTION PLANS AND PRICING
5.1 Subscription Plans: We offer subscription-based legal services through our Traction and Ascension Plans, as described on our Website. The specific terms, inclusions, exclusions, and limitations of each plan will be set forth in the service agreement.
5.2 Minimum Commitment: Our subscription plans require a minimum commitment of six to twelve months, as specified in the service agreement.
5.3 Fees and Payment: a) Fees for our services are as published on our Website or as agreed in writing. b) Subscription fees are billed in advance. c) Additional hours beyond the subscription allocation are billed at the rates specified in the service agreement. d) Out-of-pocket expenses, statutory filing fees, and external consultant or local counsel fees are billed separately at cost. e) All fees are exclusive of applicable taxes. f) We accept various payment methods, including USDT payments.
5.4 Fee Changes: We reserve the right to modify our fees from time to time. Any changes to subscription fees will apply only upon renewal of your subscription term, unless otherwise specifically provided in the service agreement.
5.5 Additional Services: Certain specialized services may require additional fees beyond the subscription fees. These will be communicated to you and agreed upon before such services are provided.
6. CLIENT OBLIGATIONS
6.1 Accurate Information: You agree to provide accurate, complete, and timely information necessary for us to deliver our services. This includes promptly updating us if there are any changes to the information provided.
6.2 Cooperation: You agree to cooperate reasonably with us in the provision of services, including responding to inquiries, providing necessary documentation, and making yourself available for consultations as needed.
6.3 Timely Payment: You agree to pay all fees and expenses as they become due.
6.4 Compliance with Laws: You agree to use our services only for lawful purposes and to comply with all applicable laws and regulations.
6.5 Confidentiality: You agree to maintain the confidentiality of any proprietary information, strategies, or advice we provide as part of our services.
6.6 Account Security: If you create an account on our Website, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
7. INTELLECTUAL PROPERTY
7.1 Website Content: All Content on our Website, including text, graphics, logos, icons, images, audio clips, digital downloads, and software, is the property of Codex Triage or its content suppliers and is protected by international copyright, trademark, and other intellectual property laws.
7.2 Limited License: We grant you a limited, non-exclusive, non-transferable license to access and use our Website and Content for personal, non-commercial purposes related to exploring or using our services.
7.3 Restrictions: You may not: a) Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content from our Website; b) Use our Website or Content for any commercial purpose without our prior written consent; c) Remove any copyright, trademark, or other proprietary notices from our Website or Content; d) Use any data mining, robots, or similar data gathering and extraction methods on our Website; e) Interfere with or disrupt the functionality of our Website or servers; or f) Access or attempt to access any content or accounts not intended for you.
7.4 Work Product: The ownership of work product created during our provision of services will be governed by the specific terms of our service agreement with you.
7.5 Feedback: If you provide us with feedback, suggestions, or ideas about our Website or services, we may use this information without obligation to you.
8. CONFIDENTIALITY
8.1 Client Information: We respect the confidentiality of client information as described in our Client Confidentiality Policy.
8.2 Exceptions: Information may be disclosed under limited circumstances as specified in our Client Confidentiality Policy, including with your consent, as required by law, or to prevent harm.
8.3 Security Measures: We implement reasonable security measures to protect confidential information, but no method of transmission or storage is completely secure. You acknowledge this inherent risk in sharing information electronically.
9. LIMITATION OF LIABILITY
9.1 No Warranties: To the maximum extent permitted by law, our Website and services are provided “as is” and “as available” without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.
9.2 Disclaimer of Consequential Damages: To the maximum extent permitted by law, Codex Triage, its partners, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from: a) Your access to or use of or inability to access or use the Website or services; b) Any conduct or content of any third party on the Website; c) Any content obtained from the Website; or d) Unauthorized access, use, or alteration of your transmissions or content.
9.3 Limitation of Liability: To the maximum extent permitted by law, our total liability for any claims arising out of or related to these Terms or our services, regardless of the form of action, whether in contract, tort, or otherwise, shall not exceed the total amount paid by you for the specific service giving rise to the claim during the six (6) month period preceding the event giving rise to the liability.
9.4 Exclusions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you.
10. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Codex Triage, its partners, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: a) Your use of and access to the Website and our services; b) Your violation of any term of these Terms; c) Your violation of any third-party right, including without limitation any copyright, property, or privacy right; or d) Any claim that your actions caused damage to a third party.
This defense and indemnification obligation will survive these Terms and your use of the Website or services.
11. TERMINATION
11.1 Termination by You: You may terminate your service agreement with us according to the termination provisions specified in that agreement. Subscription plans are subject to the minimum commitment period.
11.2 Termination by Us: We may terminate or suspend your access to our services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.
11.3 Effect of Termination: Upon termination: a) All rights granted to you under these Terms will cease; b) You must cease all use of our Website and services; c) You remain liable for any fees, expenses, or other obligations incurred prior to termination; d) We will handle client files and documents in accordance with applicable professional rules and our service agreement; and e) Provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.
12.2 Dispute Resolution: Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be resolved as follows:
- Amicable Resolution: The parties shall first attempt to resolve any dispute amicably through good-faith negotiations.
- Mediation: If the dispute cannot be resolved through negotiation within 30 days, the parties will attempt to settle it by mediation administered by a mutually agreed mediation center or mediator.
- Arbitration: If the dispute has not been settled by negotiation or mediation within 60 days of the initiation of the dispute, or within such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (India).
- Venue: The seat of arbitration shall be Bangalore, India. The language of the arbitration shall be English.
- Number of Arbitrators: The arbitration tribunal shall consist of a sole arbitrator.
- Costs: The costs of arbitration shall be borne by the parties in such proportions as the arbitrator determines is appropriate.
12.3 Small Claims: Notwithstanding the foregoing, either party may bring an individual action in small claims court.
12.4 Injunctive Relief: Nothing in this section shall prevent either party from seeking injunctive relief in any court of competent jurisdiction.
13. MODIFICATIONS TO TERMS
13.1 Changes to Terms: We reserve the right to modify or replace these Terms at any time. The most current version will be posted on our Website with the “Last Updated” date.
13.2 Notice of Changes: For significant changes, we will make reasonable efforts to provide notice, such as through a prominent notice on our Website or by sending you an email.
13.3 Continued Use: Your continued use of the Website or services after any changes to the Terms constitutes your acceptance of such changes. If you do not agree to the new terms, you must stop using the Website and services.
14. GENERAL PROVISIONS
14.1 Entire Agreement: These Terms, together with the Privacy & Cookie Policy, Client Confidentiality Policy, and any service agreements, constitute the entire agreement between you and us regarding the Website and services, superseding any prior agreements.
14.2 No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by an authorized representative of Codex Triage.
14.3 Severability: If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
14.4 Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction.
14.5 Relationship: Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Codex Triage.
14.6 Force Majeure: Neither party shall be liable for any failure or delay in performance under these Terms for causes beyond that party’s reasonable control, including but not limited to acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, or denial of service attacks.
14.7 Notice: Any notice required or permitted by these Terms shall be deemed sufficient when delivered via email to the email address associated with your account or as provided by you in communications with us.
14.8 Headings: The section titles in these Terms are for convenience only and have no legal or contractual effect.
15. CONTACT INFORMATION
If you have any questions about these Terms, please contact us at:
Email: support@codextriage.com