1. Definitions

2. The Services

Intellabel grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term, for your internal business purposes, subject to your plan limits and this Agreement.

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We may improve, modify, or discontinue features. If we discontinue a material feature or make a change that substantially degrades the Services, we will give at least 30 days' notice and, if you object, you may terminate and receive a pro-rata refund of prepaid fees for the unused remainder of the term.

3. Accounts, eligibility and users

• - You must be at least 18 and legally able to enter into contracts. The Services are not offered to individuals below that age.
• - You must provide accurate registration details — including name, country, email, address, and any applicable tax information — and keep them current. Inaccurate billing or tax details may lead to incorrect invoicing for which you remain responsible.
• - You are responsible for safeguarding credentials, for all activity under your account, and for your Users' compliance with this Agreement.
  
  - Notify us promptly at [support@intellabel.com] of any unauthorised access or suspected compromise.
  
  - Accounts may not be shared between individuals where the plan is priced per seat.

• - You must be at least 18 and legally able to enter into contracts. The Services are not offered to individuals below that age.You must be at least 18 and legally able to enter into contracts. The Services are not offered to individuals below that age.

4. Fees, taxes and payment

• - Fees. You agree to the fees in your Order. Unless stated otherwise, fees are charged in advance and are quoted exclusive of taxes.
• - Renewal. Subscriptions renew automatically for successive terms of the same length unless cancelled before the renewal date. We notify you before each annual renewal.
• - Price changes. We may change prices with at least 30 days' notice before your next renewal. Changes never apply mid-term.4
• - Taxes. You are responsible for all applicable taxes, including GST, VAT, sales tax, and equivalent levies. Where required, we will charge them in addition to the fees. If you are exempt or liable to self-account under a reverse charge, you must supply a valid registration number or exemption certificate in advance.
• - Withholding. If law requires you to withhold tax from a payment, you must gross up so that we receive the full invoiced amount, and provide withholding certificates promptly.
• - Late payment. Overdue amounts may accrue interest at [1.5]% per month or the maximum permitted by law, whichever is lower. We may suspend the Services after [15] days' written notice of non-payment.
• - Disputes. Raise billing disputes in good faith within 30 days of the invoice. Undisputed amounts remain payable.

- Refunds are governed by the Intellabel Refund Policy, which forms part of this Agreement.

5. Customer Content and ownership

• - You own your Customer Content. Nothing in this Agreement transfers ownership of it to us.
• - You grant us a worldwide, royalty-free licence to host, copy, transmit, display, and process Customer Content solely to provide, secure, and support the Services, and as needed to comply with law.
  
  - You are responsible for the legality of your Customer Content, for having the rights and consents needed to submit it, and for its accuracy and backup.
  
  - We do not use Customer Content to train machine learning models for use outside your account without your explicit, separate consent.
  
  - We may generate aggregated, de-identified statistics about use of the Services, which do not identify you or any individual, and may use them to operate and improve the Services.

6. Acceptable use

You must not, and must not allow anyone to:
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• - Break the law, infringe intellectual property, or violate the privacy or other rights of any person.
• - Upload malware, or attempt to gain unauthorised access to the Services, other accounts, or our infrastructure.
• - Probe, scan, or test the vulnerability of the Services without our prior written consent, or circumvent authentication, rate limits, or usage quotas.
• - Reverse engineer, decompile, or attempt to derive source code, except to the extent this restriction is unenforceable under applicable law.
• - Resell, sublicense, or provide the Services to third parties as a service bureau, unless your Order expressly permits it.
• - Send unlawful, deceptive, or unsolicited bulk communications, or use the Services to harass, defame, or harm others.
• - Impose an unreasonable load on the infrastructure or interfere with other customers' use.
• - Misrepresent your identity, affiliation, or your right to act for an organisation.

7. Intellectual property

Intellabel and its licensors own all rights in the Services, the underlying software, documentation, trade marks, and branding. Except for the limited rights granted here, no licence is given. Any feedback or suggestions you provide may be used by us without restriction or obligation, and you waive any claim to compensation for it.

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8. Third-party services

The Services may integrate with third-party products at your election. Those products are governed by their own terms and privacy policies, and we are not responsible for them. Enabling an integration authorises us to exchange the data necessary for it to function. If a third party withdraws or changes its service, we may need to modify or discontinue the corresponding integration.

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9. Confidentiality

Each party may receive non-public information of the other that is marked confidential or would reasonably be understood as such. The receiving party will use it only to perform this Agreement, protect it with at least reasonable care, and disclose it only to personnel and advisers with a need to know who are bound by equivalent obligations. These duties do not apply to information that is public through no fault of the receiver, independently developed, or lawfully received from a third party. Disclosure compelled by law is permitted if the receiving party gives prompt notice where legally allowed.

10. Data protection

Our handling of personal data is described in the Privacy Policy on our website https://intellabel.com. Where we process personal data contained in Customer Content, we do so as your processor under a Data Processing Agreement, which is incorporated into this Agreement on execution. Each party will comply with the data protection laws applicable to it, including the Digital Personal Data Protection Act, 2023 and, where applicable, the EU and UK GDPR.

11. Support and availability

We provide support during 9AM-9PM IST at support@intellabel.com. Where your Order includes a service level agreement, availability targets and service credits are set out in our SLA, and those credits are your sole remedy for failure to meet the targets. Planned maintenance is notified in advance where practicable and is excluded from availability calculations.

12. Suspension and termination

• By you. You may cancel at any time through your account settings or by writing to accounts@intellabel.com. Cancellation stops future renewals; refunds are governed by the Refund Policy.
• By us for cause. We may suspend or terminate if you materially breach this Agreement and fail to cure within 15 days of notice, if you fail to pay, or immediately where required by law or to prevent serious harm or unlawful activity.
• By us for convenience. We may terminate on 60 days' notice and will refund prepaid fees for the unused remainder of the term.
• Insolvency. Either party may terminate immediately if the other becomes insolvent, enters liquidation, or ceases business.
• Effect. Access ends on termination. You may export Customer Content for 30 days, after which we delete it in line with the Privacy Policy. Accrued payment obligations, and Sections 5, 7, 9, 13, 14, 15, 17 and 18, survive.

13. Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care and in a manner materially consistent with the documentation. Except for that warranty, and to the maximum extent permitted by law, the Services are provided "as is" and "as available" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Services will be uninterrupted, error-free, or secure against every threat.

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Some jurisdictions do not allow the exclusion of implied warranties. Where that is the case, the exclusions above apply only to the extent permitted, and nothing in this Agreement limits rights you have as a consumer under mandatory local law.

14. Limitation of liability

To the maximum extent permitted by law:

• - Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, business, or data, even if advised of the possibility.
• - Each party's total aggregate liability arising out of or relating to this Agreement is limited to the fees paid or payable by you to Intellabel in the 12 months preceding the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party's liability for fraud, wilful misconduct, or gross negligence, to death or personal injury caused by negligence, to your breach of Section 6, or to any liability that cannot be excluded or limited by law. Some jurisdictions restrict these limitations, and in those places they apply only so far as permitted.

15. Indemnification

By Intellabel. We will defend you against third-party claims that the Services, as provided by us and used in accordance with this Agreement, infringe that party's intellectual property rights, and pay damages finally awarded or agreed in settlement. If the Services are held or likely to be held infringing, we may procure the right to continue, modify the Services, or terminate and refund prepaid unused fees. This does not cover claims arising from Customer Content, from combination with anything not supplied by us, or from unauthorised modification.

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By you. You will defend us against third-party claims arising from your Customer Content, your use of the Services in breach of this Agreement, or your violation of law or third-party rights, and pay damages finally awarded or agreed in settlement.

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The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation. No settlement imposing an obligation on the indemnified party may be made without its consent.

16. Export controls and sanctions

You confirm that you are not located in, and are not a national or resident of, a country subject to comprehensive trade sanctions, and that you are not on any restricted party list. You must not use or export the Services in breach of applicable export control or sanctions laws.

17. Governing law and disputes

• Governing law. This Agreement is governed by the laws of India, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
• Informal resolution. Before starting formal proceedings, the parties will attempt in good faith to resolve the dispute by discussion for 30 days after written notice.
• Arbitration. Any unresolved dispute will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement. The seat and venue is Bengaluru, India, and the language is Kannada/English. The award is final and binding. Either party may seek interim or injunctive relief from a court of competent jurisdiction.
• Courts. Subject to the arbitration clause, the courts at Bengaluru, India have exclusive jurisdiction.
• Consumers. If you use the Services as a consumer rather than for business purposes, nothing here deprives you of the protection of mandatory consumer law in your country of residence, or of your right to bring proceedings in your local courts.

18. General

• - Changes to these Terms. We may update these Terms. Material changes take effect 30 days after notice by email or in-product message. Continued use after that date constitutes acceptance; if you object, you may terminate and receive a pro-rata refund of prepaid fees.
• - Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.
• - Notices. Notices to you go to your account email; notices to us go to [legal@intellabel.com] and to our registered address.
• - Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
• -Severability and waiver. If a provision is unenforceable, the rest remains in force. Failure to enforce a right is not a waiver of it.
• -No third-party beneficiaries. This Agreement does not confer rights on anyone other than the parties.
• -Independent contractors. The parties are independent; nothing creates a partnership, agency, or employment relationship.
• -Entire agreement. This Agreement is the whole agreement between the parties on its subject matter and supersedes prior discussions. Terms in your purchase order or vendor portal do not apply unless we sign them.
• -Publicity. We will not use your name or logo as a customer reference without your prior written consent.

19. Contact

SUNIX AI PRIVATE LIMITED

[2B-132, WEWORK SALARPURIA SYMBIOSIS,AREKERE INDIA]   |   CIN / Registration: [U72900KA2021PTC153777]   |   GSTIN: [29ABHCS1995B1Z3]

General and legal: [info@intellabel.com]   |   Billing: [accounts@intellabel.com]   |   Support: [support@intellabel.com]