Terms and Conditions

1. Definitions and Interpretation

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client", "User", "you", or "your") and APIILABZ (OPC) PRIVATE LIMITED (CIN: U63119UP2025OPC218634), a company incorporated under the Companies Act, 2013, having its registered office at Agra, Uttar Pradesh, 282007, India ("APIILABZ", "Company", "we", "us", or "our"). By accessing, browsing, or utilizing any service, platform, application, or interface provided by APIILABZ, whether directly or indirectly, you irrevocably acknowledge that you have read, understood, and unconditionally agree to be bound by these Terms in their entirety, including all amendments, modifications, supplements, and updates thereto.

2. Scope of Services

APIILABZ operates as a technology service provider offering a comprehensive suite of services including, but not limited to:

• Software-as-a-Service (SaaS) platforms and applications
• Application Programming Interfaces (APIs) across multiple domains
• Custom software development and implementation services
• System integration and automation solutions
• Technical consultation and advisory services
• Platform subscriptions and licensed software access
• Professional services as may be detailed in invoices or service agreements

The services provided by APIILABZ may encompass over one hundred distinct offerings across various technological domains. Not all services are publicly listed or displayed on our website. The specific nature, scope, deliverables, timeline, and pricing of any service engagement shall be conclusively determined by the invoice raised, service agreement executed, or written communication exchanged between the parties. Each invoice constitutes an independent contract incorporating these Terms by reference.

3. Service Fees and Payment Terms

3.1 Fee Structure: APIILABZ charges fees for its services which may include, without limitation: setup fees, consultation fees, subscription charges, usage-based fees, implementation charges, maintenance fees, and professional service charges. The quantum of fees shall be determined based on the complexity, scope, resource allocation, expertise required, and market considerations for each specific engagement.

3.2 Nature of Charges: All fees charged by APIILABZ are exclusively for the provision of services, professional expertise, platform access, technical consultation, implementation support, and operational execution. Under no circumstances shall any payment or fee be construed, interpreted, or deemed as consideration for transfer, assignment, or conveyance of intellectual property rights, source code ownership, proprietary technology, or any other intangible or tangible assets belonging to APIILABZ.

3.3 Payment Obligations: All invoices issued by APIILABZ are due and payable within the timeline specified therein. Payment shall be made through the methods specified in the invoice. All fees are quoted and payable in the currency mentioned in the invoice. You acknowledge that timely payment is a material term of this agreement, and failure to make payment may result in suspension or termination of services.

3.4 Taxes and Levies: All fees are exclusive of applicable taxes, duties, levies, or charges imposed by any governmental authority under any law for the time being in force. You shall be responsible for payment of all such taxes including but not limited to Goods and Services Tax (GST), withholding tax, and any other statutory levies applicable under the Income Tax Act, 1961, or any other applicable legislation.

3.5 International Transactions: For clients located outside India, all payments shall comply with the Foreign Exchange Management Act, 1999 (FEMA) and rules framed thereunder. Currency conversion, if any, and associated costs shall be borne by the Client.

4. Intellectual Property Rights and Ownership

4.1 Absolute Ownership: All intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, proprietary technology, source code, object code, algorithms, methodologies, processes, designs, documentation, and know-how ("Intellectual Property") in or relating to any work product, software, code, platform, application, tool, system, or solution developed, created, written, modified, or implemented by APIILABZ or its team members, whether before, during, or after any service engagement, shall vest absolutely and exclusively with APIILABZ.

4.2 No Transfer of Rights: Nothing contained in these Terms, any invoice, service agreement, or any other document shall be construed as transferring, assigning, licensing, or conveying any ownership rights, title, or interest in APIILABZ's Intellectual Property to the Client. Your right to use any platform, software, or service provided by APIILABZ is strictly limited to a non-exclusive, non-transferable, revocable license to use the service in accordance with these Terms and the specific service agreement.

4.3 Work Product: All work product, deliverables, code, scripts, configurations, integrations, customizations, and implementations created by APIILABZ in the course of providing services shall remain the exclusive property of APIILABZ. The Client receives only the functional benefit of such work product as a service, and not any proprietary rights thereto. This clause shall survive termination or expiration of the service relationship.

4.4 Pre-existing and Independent Development: All intellectual property, code, frameworks, libraries, tools, and methodologies that existed prior to any engagement with a Client, or that are developed by APIILABZ independent of any specific Client engagement, shall remain the sole and exclusive property of APIILABZ. APIILABZ retains the unrestricted right to use, modify, enhance, and commercially exploit such intellectual property for any purpose whatsoever.

4.5 Protection Under Law: All intellectual property of APIILABZ is protected under applicable laws including the Copyright Act, 1957, the Patents Act, 1970, the Trade Marks Act, 1999, the Information Technology Act, 2000, and any other relevant legislation. Unauthorized use, reproduction, distribution, or exploitation of APIILABZ's intellectual property constitutes a violation of law and these Terms, and shall render the violator liable for legal action including injunctive relief, damages, and criminal prosecution.

4.6 Client Content: While APIILABZ maintains all rights to its intellectual property and work product, the Client retains ownership of any pre-existing content, data, or materials provided to APIILABZ for processing or integration. However, APIILABZ shall have a perpetual, worldwide, royalty-free license to use such content solely for the purpose of providing services to the Client and maintaining the functionality of its platforms.

5. Consultation Services

APIILABZ provides professional consultation services encompassing technical advisory, strategic guidance, architectural recommendations, feasibility analysis, and expert opinion on technology-related matters. Consultation services are provided on a fee basis as specified in the applicable invoice.

Consultation fees are charged for professional time, expertise, knowledge sharing, and advisory services rendered. Such consultations do not involve deployment of APIILABZ's platforms or utilization of subscription-based services unless explicitly stated otherwise. The insights, recommendations, and guidance provided during consultations constitute professional services and remain subject to confidentiality and intellectual property provisions of these Terms. Payment for consultation services is final and no refund shall be provided for knowledge or advisory services already rendered.

6. Service Level and Availability

6.1 Service Provision: APIILABZ shall use commercially reasonable efforts to ensure the availability and functionality of its services. However, APIILABZ does not guarantee uninterrupted, error-free, or secure access to any service. Services may be subject to limitations, delays, and other issues inherent in the use of internet and electronic communications.

6.2 Maintenance and Modifications: APIILABZ reserves the right to modify, suspend, or discontinue any service or feature thereof, temporarily or permanently, with or without notice. APIILABZ may perform scheduled or emergency maintenance which may result in service interruptions. APIILABZ shall not be liable for any modification, suspension, or discontinuance of services.

6.3 Third-Party Dependencies: Certain services provided by APIILABZ may rely on third-party platforms, APIs, infrastructure, or services. APIILABZ shall not be responsible for any failure, interruption, or malfunction of third-party services, and such events shall not constitute a breach of these Terms by APIILABZ.

7. Client Obligations and Representations

7.1 Lawful Use: You shall use APIILABZ services only for lawful purposes and in accordance with these Terms. You shall not use any service in any manner that violates any applicable law, regulation, or third-party rights.

7.2 Accurate Information: You represent and warrant that all information provided to APIILABZ is accurate, current, and complete. You shall promptly update any information to maintain its accuracy.

7.3 Security: You are responsible for maintaining the confidentiality of your account credentials, access codes, and authentication details. You shall immediately notify APIILABZ of any unauthorized access or security breach.

7.4 Prohibited Activities: You shall not: (a) attempt to reverse engineer, decompile, disassemble, or derive source code from any APIILABZ service; (b) use any service to develop competing products or services; (c) engage in any activity that interferes with or disrupts APIILABZ services; (d) attempt to gain unauthorized access to APIILABZ systems; (e) violate any security or authentication measures; or (f) use APIILABZ services for any illegal or unauthorized purpose.

8. Data Processing and Privacy

Your use of APIILABZ services is also governed by our Privacy Policy, which is incorporated herein by reference. By accepting these Terms, you acknowledge that you have read and understood our Privacy Policy and consent to the collection, use, and processing of your data as described therein.

You represent and warrant that you have obtained all necessary consents, permissions, and authorizations required under applicable data protection laws, including the Digital Personal Data Protection Act, 2023, and the Information Technology Act, 2000, to share any personal data or sensitive information with APIILABZ for processing. You shall indemnify APIILABZ against any claims, losses, or liabilities arising from your failure to obtain such consents or comply with data protection laws.

9. Limitation of Liability

9.1 Disclaimer of Warranties: APIILABZ services are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied. To the maximum extent permitted by law, APIILABZ disclaims all warranties including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

9.2 Limitation of Liability: In no event shall APIILABZ, its directors, officers, employees, agents, or affiliates be liable to you or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages including but not limited to damages for loss of profits, revenue, data, goodwill, business opportunities, or use, whether arising under contract, tort, strict liability, or otherwise, even if APIILABZ has been advised of the possibility of such damages.

9.3 Aggregate Liability Cap: APIILABZ's total aggregate liability to you for all claims arising out of or relating to these Terms or your use of APIILABZ services shall not exceed the amount actually paid by you to APIILABZ in the twelve (12) months immediately preceding the event giving rise to liability.

9.4 Statutory Rights: Nothing in these Terms shall exclude or limit APIILABZ's liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

10. Indemnification

You agree to defend, indemnify, and hold harmless APIILABZ, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, contractors, and representatives from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to: (a) your use or misuse of APIILABZ services; (b) your violation of these Terms; (c) your violation of any law, regulation, or third-party rights; (d) any content or data you provide to APIILABZ; (e) any dispute between you and any third party; or (f) your breach of any representation or warranty made herein. This indemnification obligation shall survive termination of these Terms and your use of APIILABZ services.

11. Term, Termination, and Suspension

11.1 Term: These Terms commence on the date you first access or use any APIILABZ service and continue until terminated in accordance with this Section.

11.2 Termination by APIILABZ: APIILABZ may terminate or suspend your access to any or all services immediately, without prior notice or liability, for any reason, including but not limited to: (a) breach of these Terms; (b) non-payment of fees; (c) fraudulent or illegal activity; (d) violation of law; or (e) conduct that APIILABZ deems harmful to its business, reputation, or other users.

11.3 Effect of Termination: Upon termination: (a) all rights and licenses granted to you shall immediately cease; (b) you shall immediately cease all use of APIILABZ services; (c) you shall remain liable for all fees and charges incurred prior to termination; and (d) provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, indemnification, limitation of liability, and dispute resolution provisions.

11.4 Data Upon Termination: Following termination, APIILABZ may delete any content or data associated with your account. APIILABZ shall have no obligation to maintain or provide any data after termination. You are solely responsible for exporting or backing up any data prior to termination.

12. Modification of Terms

APIILABZ reserves the absolute right to modify, amend, supplement, or replace these Terms at any time, in its sole discretion, with or without notice. Any modifications shall be effective immediately upon posting on the APIILABZ website or other communication channels. The most current version of these Terms shall supersede all previous versions.

Your continued use of APIILABZ services following any modification constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically for changes. If you do not agree to any modification, your sole remedy is to discontinue use of APIILABZ services. By continuing to use APIILABZ services after modifications become effective, you irrevocably waive any right to challenge such modifications or claim that you were not adequately notified.

13. Dispute Resolution and Governing Law

13.1 Governing Law: These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

13.2 Jurisdiction: Subject to the arbitration provisions below, the courts at New Delhi, India shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, and you irrevocably submit to the jurisdiction of such courts. You waive any objection to venue in such courts and any claim that such courts are an inconvenient forum.

13.3 Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms, including any question regarding its existence, validity, breach, or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator appointed by mutual consent, or failing such consent, appointed in accordance with the said Act. The seat and venue of arbitration shall be New Delhi, India. The language of arbitration shall be English. The arbitral award shall be final and binding on the parties.

13.4 Exception for Injunctive Relief: Notwithstanding the arbitration provision, APIILABZ may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or prevent irreparable harm.

14. Confidentiality

During the course of providing services, each party may have access to confidential information of the other party. "Confidential Information" means all non-public information, whether written, oral, electronic, or visual, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information; (b) not disclose such information to third parties without prior written consent; and (c) use such information only for purposes of performing obligations under these Terms. This obligation shall not apply to information that: (i) is or becomes publicly available through no breach of this provision; (ii) was rightfully known prior to disclosure; (iii) is independently developed; or (iv) is required to be disclosed by law or court order.

15. Force Majeure

APIILABZ shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond APIILABZ's reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government action, labor disputes, epidemics, pandemics, telecommunications failures, internet service failures, power failures, equipment failures, or acts or omissions of third parties. During the period of such force majeure event, APIILABZ's obligations shall be suspended, and the time for performance shall be extended for the duration of such event.

16. General Provisions

16.1 Entire Agreement: These Terms, together with any invoices, service agreements, and the Privacy Policy, constitute the entire agreement between you and APIILABZ regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties.

16.2 Assignment: You may not assign or transfer these Terms or any rights or obligations hereunder without APIILABZ's prior written consent. APIILABZ may freely assign or transfer these Terms without restriction. Any attempted assignment in violation of this provision shall be null and void.

16.3 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired, and such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

16.4 Waiver: No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. APIILABZ's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.5 Relationship of Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between you and APIILABZ. You have no authority to bind APIILABZ or incur any obligation on its behalf.

16.6 Third-Party Rights: These Terms are for the benefit of the parties hereto and are not intended to confer any rights upon any third party. No third party shall have any right to enforce any provision of these Terms.

16.7 Language: These Terms have been drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

17. Contact Information

For any questions, clarifications, or communications regarding these Terms, please contact APIILABZ at:
Email: info@apilabz.com
Registered Office: Agra, Uttar Pradesh, 282007, India
Company Name: APIILABZ (OPC) PRIVATE LIMITED
CIN: U63119UP2025OPC218634

Last updated: 01 June 2025