Terms & Conditions

These Terms & Conditions ("Terms") govern your use of the services offered by Repaio Technologies Private Limited ("Repaio", "we", "us", "our"), a company incorporated under the Companies Act, 2013, with its registered office at FLAT NO A303 BLOCK A, SHRIRAM GREEN FIELD APT, Budigere, Hoskote, Bangalore Rural- 562129, Karnataka.

By accessing or using our services, you ("User", "you", "your") agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must discontinue use of our services.

1. Definitions

For purposes of these Terms:

• "Services" means all software, technology, APIs, platforms, mobile applications, and related solutions provided by Repaio.
• "User Content" means any data, information, text, files, images, or other material submitted, uploaded, or transmitted by you through the Services.
• "Confidential Information" means all non-public business, financial, or technical information disclosed by one party to the other.
• "Third-Party Services" means external products, software, or integrations used in connection with Repaio's Services.
• "Applicable Law" means all statutes, rules, and regulations in force in India, including those applicable to Karnataka jurisdiction.

2. Account Registration and Use

2.1 Account Creation. You may be required to create an account to access certain Services. You must provide accurate, current, and complete details during registration.

2.2 Security. You are responsible for safeguarding your credentials (username, password, API keys, etc.) and for all activities under your account.

2.3 Eligibility. By using the Services, you confirm that you are at least 18 years old and legally capable of entering into this Agreement.

2.4 Suspension/Termination. Repaio reserves the right to suspend or terminate accounts that:

• Violate these Terms;
• Compromise security or integrity of the Services; or
• Engage in fraudulent, unlawful, or abusive activity.

3. Service Provision

3.1 Scope of Services. Repaio provides access to its Services subject to these Terms. The features, scope, and specifications may vary depending on your subscription or usage plan.

3.2 Modifications. Repaio may, at its discretion, update, modify, enhance, or discontinue certain Services. Where material changes impact your use, we will provide advance notice by email or in-app notifications.

3.3 License. Subject to compliance with these Terms, Repaio grants you a limited, revocable, non-exclusive, non-transferable right to use the Services solely for your internal business purposes.

3.4 Restrictions. Except as expressly authorized, you shall not:

• Copy, alter, or create derivative works from the Services;
• Reverse-engineer, disassemble, or decompile the Services;
• Rent, lease, resell, sublicense, or distribute the Services to third parties.

4. Prohibited Uses

You shall not use the Services to:

• Violate Applicable Laws or rights of third parties;
• Upload, transmit, or distribute harmful code, malware, or unauthorized access scripts;
• Interfere with or disrupt the integrity, availability, or performance of the Services;
• Harvest or scrape data in unauthorized ways;
• Engage in fraudulent, abusive, or misleading practices.

Repaio reserves the right to investigate violations and take legal or technical actions as necessary.

5. Intellectual Property Rights

5.1 Repaio's Rights. All intellectual property rights in the Services, including software, documentation, designs, and trademarks, remain the exclusive property of Repaio or its licensors.

5.2 User Content. You retain ownership of User Content. By submitting User Content, you grant Repaio a worldwide, royalty-free, non-exclusive license to use, host, process, and display it for the purpose of providing and improving the Services.

5.3 Feedback. Any suggestions, feedback, or ideas you provide to Repaio may be used by us freely without obligation or compensation.

6. Confidentiality

6.1 Obligations. Each party shall protect the Confidential Information of the other with at least the same degree of care used to protect its own, and shall not disclose it to any third party without prior written consent.

6.2 Exclusions. Confidential Information does not include information that:

• Becomes public without breach of these Terms;
• Is rightfully received from a third party without duty of confidentiality;
• Is independently developed without reference to the other's information;
• Must be disclosed under Applicable Law or by order of a court/authority (with prior notice where possible).

6.3 Survival. These confidentiality obligations survive termination of these Terms.

7. Disclaimer of Warranties

• The Services are provided on an "as is" and "as available" basis.
• Repaio disclaims all express or implied warranties, including fitness for a particular purpose, merchantability, and non-infringement.
• We do not guarantee that the Services will be error-free, secure, or uninterrupted.

8. Limitation of Liability

• Repaio shall not be liable for any indirect, incidental, punitive, or consequential damages, including loss of profits, revenue, or data.
• Repaio's total liability for any claim shall not exceed INR 10,000.
• Nothing in this section limits liability for fraud, gross negligence, or willful misconduct where such limitation is not permitted by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless Repaio, its directors, officers, employees, and affiliates from and against all claims, damages, liabilities, costs, and expenses (including legal fees) arising out of or related to:

• Your use of the Services;
• Your breach of these Terms; or
• Violation of any Applicable Law or third-party rights.

10. Data Protection & Privacy

• Repaio will collect, store, and process data in accordance with its Privacy Policy
• Repaio will implement commercially reasonable technical and organizational measures to protect personal data.
• In the event of a data breach affecting your information, Repaio will notify you in compliance with Applicable Law.

11. Force Majeure

Repaio shall not be liable for delays or failure to perform obligations caused by events beyond its reasonable control, including but not limited to natural disasters, acts of government, strikes, cyberattacks, internet disruptions, or equipment failures.

12. Term and Termination

12.1 Term. These Terms remain effective until terminated.

12.2 Termination by You. You may terminate your use of the Services at any time by ceasing all access.

12.3 Termination by Repaio. We may suspend or terminate your access immediately if:

• You breach these Terms;
• Required by Applicable Law; or
• Continued provision poses a security or operational risk.

12.4 Consequences. Upon termination:

• Your right to use the Services ceases immediately;
• You must stop using the Services and delete any confidential materials;
• Provisions on confidentiality, intellectual property, indemnification, and liability survive.

13. Governing Law and Dispute Resolution

• These Terms shall be governed by and construed under the laws of India.
• The courts of Bengaluru, Karnataka, India shall have exclusive jurisdiction over disputes arising under these Terms.
• The Parties shall attempt to resolve disputes amicably before initiating legal proceedings.

14. Miscellaneous

• Amendments: Repaio may update these Terms periodically. Continued use constitutes acceptance of changes.
• Severability: If any provision is held invalid, the remaining provisions remain enforceable.
• Assignment: You may not assign or transfer rights under these Terms without prior written consent. Repaio may assign its rights in the event of merger, acquisition, or reorganization.
• Waiver: Failure to enforce any right does not constitute a waiver.
• Entire Agreement: These Terms, along with the Privacy Policy, constitute the complete agreement between you and Repaio regarding the Services.