Terms & Conditions

Preamble

Please carefully review these Terms and Conditions, as they establish a legally binding agreement between you and veluralabs.com, a platform owned by Finworth Technologies Private Limited ("we," "us," or "Finworth Technologies"), governing your access to and use of our services, including the website (https://veluralabs.com), software solutions, AI engineering, AI Voice Call Center, Data Tagging, Document Processing, Lead Generation, and related maintenance and warranty services. In case of conflict with our Privacy Policy, these Terms prevail.

By accessing or using our services, website, or permitting any user or end-user to do so, you agree to these Terms. If acting on behalf of a company, organisation, or legal entity ("Entity"), you represent that you have authority to bind the Entity and its affiliates, and "you" or "your" refers to the Entity and its affiliates. If you lack authority or disagree with these Terms, you must not access or use our services or website.

Acceptance

These Terms, along with referenced policies and the Privacy Policy, constitute the agreement between Finworth Technologies Private Limited ("Velura Labs," "we," or "us") and you ("customer" or "you"). By accessing or using our services, you:

• Warrant that you have reviewed these Terms and our Privacy Policy and understand them.
• Warrant that you have legal capacity to enter this agreement or, if under 18, have parental or guardian consent.
• Agree to use the services per these Terms.
• If permitting a minor (aged 13–17) to use the services or create an account, you agree to supervise the minor's use, assume all risks and liabilities, ensure content suitability, ensure accuracy of information submitted, and provide consents and warranties on the minor's behalf.

You must be 18 to create an account. By subscribing, you confirm you have read, understood, and accepted this agreement and have authority to act on behalf of any Entity for which you use the services.

Definitions

• Agreement — the contractual understanding between Velura Labs and the customer, including these Terms, schedules, addendums, and any amendments, governing service provision.
• Applicable Data Protection Law — for customers in the European Economic Area, this refers to EU Regulation 2016/679 (GDPR) and relevant national laws, or equivalent laws in other territories (including the India DPDP Act).
• Authorised User — users authorised by the customer to use the services, including employees, agents, or subcontractors.
• Charges — amounts payable by the customer for services, as outlined in the subscription plan or proposal.
• Customer — as defined in Clause 1 (Acceptance).
• Confidential Information — information disclosed in connection with this agreement, including business details, data, and terms, whether marked confidential or not, excluding information publicly known, already possessed, lawfully obtained from a third party, independently developed, or required to be disclosed by law.
• Data — all information, documents, and data provided by the customer, uploaded to our systems, or generated, processed, or gathered while delivering services.
• Effective Date — 2 May 2026, when this agreement takes effect.
• Intellectual Property Rights — all worldwide intellectual property rights, including copyrights, trademarks, patents, trade secrets, and designs, whether registered or unregistered.
• Services — all services provided by Velura Labs, including AI engineering, web & mobile development, B2B operations, software solutions, maintenance, and warranty services.
• Support Services — maintenance, updates, and support for services, including code warranty.
• Upgrades — new versions or updates to services to fix issues or enhance functionality.

Interpretation

References to statutes include amendments and subordinate legislation. Clause headings do not affect interpretation. The ejusdem generis rule does not apply. Singular includes plural and vice versa. References to clauses or schedules are to those in this agreement. Defined terms include their grammatical forms. References to persons include entities and vice versa. "Includes" means without limitation. No clause is interpreted against the drafting party. References to parties include successors and assigns.

The Platform

Upon successful payment, Velura Labs will provide access to the platform via a customer account. You may access services through login credentials via a standard web browser or application.

We grant you a non-exclusive licence to use the platform for internal business purposes, subject to:

• Use by authorised users with provided login details.
• Use by one customer or licensed group per our procedures.
• Use by your employees, agents, or subcontractors.
• Compliance with these Terms and attached policies.

Prohibitions include:

• No sublicensing or unauthorised access.
• No framing, republishing, or redistributing the platform.
• No altering or editing the platform without our consent.

You have no right to access the platform's source or object code. All Intellectual Property Rights in the platform belong to Finworth Technologies. You must prevent unauthorised access and notify us promptly of any credential loss.

Services

We provide AI engineering, web & mobile development, B2B operations services (AI Voice Call Center, Data Tagging, Lead Generation, Document Processing), software solutions, maintenance (updates, bug fixes, support), and warranty ensuring code functionality during the subscription term, subject to proper use. We may modify or remove features with 20 days' notice.

You agree not to:

• Sublicense, sell, or commercially exploit services.
• Process third-party data beyond authorised users.
• Modify, hack, or attempt unauthorised access.
• Falsely imply association with us.
• Use services unlawfully or to infringe rights.
• Send unsolicited communications or infringing content.
• Disrupt service integrity or performance.
• Reverse engineer or access source code.
• Post unlawful or harmful content.
• Violate export laws or these Terms.

You are responsible for data loss or unauthorised use via your account. Access may be unavailable during planned maintenance (notified in advance) or due to uncontrollable events. We aim to schedule maintenance during off-peak hours.

Customer Responsibilities

You must provide necessary data and cooperation for service provision at your expense and risk, including:

• Assisting us to ensure timely service delivery.
• Maintaining data integrity.
• Permitting data processing for service provision.
• Ensuring services are used only by authorised users.

Services must not be used to violate laws or infringe rights, transmit defamatory or harmful material, or interfere with service delivery. We may suspend services if we believe they are used in violation of these Terms or applicable law.

Billing, Plan Modifications, and Payments

Charges are due in full as stated in your subscription plan, statement of work, or proposal — typically in advance via wire / ACH / credit card or other accepted methods. Per-outcome billing (e.g., per-call, per-item, per-meeting) is invoiced periodically as agreed. Payments are non-refundable (see Clause 8). Late payments may incur interest or lead to suspension or termination.

No Refund Policy

Given the nature of our digital services, all payments are final and non-refundable. No refunds or credits will be issued for partial use, non-use, dissatisfaction, or any other reason, regardless of subscription plan or service. Pilot "skin in the game" arrangements (where setup fees are partially refunded if pre-agreed outcome thresholds are missed) apply only when explicitly stated in the engagement's statement of work.

Ownership

You acknowledge that you hold no ownership interest in the underlying services, software platform, or materials provided by Velura Labs. Finworth Technologies retains all rights, titles, and interests, including Intellectual Property Rights, subject to third-party limitations. Project deliverables built specifically for a customer (e.g., a custom mobile app, a fine-tuned model checkpoint, design files) are licensed or transferred to the customer as specified in the engagement's statement of work. This clause survives termination.

Intellectual Property Rights

All Intellectual Property Rights in the underlying services, website, platform, and pre-existing tooling belong to Finworth Technologies or its licensors. You are granted a non-exclusive licence to use the services for internal purposes only. You may use our trademarks to identify as a user but not for commercial purposes without consent. We may refuse or remove inappropriate content. This clause survives termination.

Confidentiality

We will protect your Confidential Information with reasonable care and disclose it only to authorised personnel or affiliates bound by confidentiality. Prior non-disclosure agreements between the parties are absorbed by this agreement regarding customer data. Confidentiality obligations under this clause survive for five (5) years following termination of this agreement. This clause survives termination.

Data Privacy and Security

Customer data delivered, generated, or processed under an engagement is held under confidentiality and not re-used across customers. We implement reasonable security measures but are not liable for breaches beyond our control. We may disclose data to comply with legal requests or protect our rights. Customers may access data for one (1) year post-subscription; thereafter, we may delete it. Contact reach@veluralabs.com for data export or deletion requests.

GDPR & DPDP Support

Our services support GDPR and India DPDP compliance by allowing data restriction, portability, and access control. Contact reach@veluralabs.com for data-related requests.

Warranties

Both parties warrant their authority to enter this agreement and the accuracy of provided information. Services, including maintenance and warranty, are provided "as-is" without warranties of merchantability, fitness, or non-infringement. We do not guarantee uninterrupted or error-free services. You acknowledge risks in internet connectivity.

Indemnity, Limitations, and Exclusions of Liability

Our liability is limited to charges paid for the affected service in the preceding twelve (12) months only, excluding indirect or consequential damages. We indemnify you against third-party copyright infringement claims related to our services, subject to exclusions (e.g., customer modifications). You indemnify us against claims from unauthorised use, breaches, or negligence. This clause survives termination.

Suspension and Termination

This agreement lasts for the subscription or engagement term. We may suspend or terminate accounts for non-payment, violations, or non-renewal. Data is retained for one (1) year post-termination, then may be deleted. You must settle outstanding charges upon termination. This clause survives termination.

Notices

Notices must be in writing to Finworth Technologies Private Limited, 2/354 Jankipuram Extension, Lucknow 226021, India, or reach@veluralabs.com, with confirmation of receipt.

Communications

We may contact you via email regarding violations or updates to these Terms, requiring prompt cessation of prohibited activities.

Force Majeure

Neither party is liable for delays due to uncontrollable events (e.g., war, natural disasters, technical failures). Notice must be given within 30 days of such events.

Entire Agreement

This agreement, including schedules and addendums, is the entire agreement between the parties, superseding prior agreements.

Assignment

You may not assign rights or obligations without our consent. We may assign rights freely. Services via affiliates or subcontractors are not assignments.

Severance

Unenforceable provisions will be modified to reflect original intent, with remaining provisions unaffected.

Waivers

No waiver of any term constitutes a waiver of other terms or breaches.

Revisions

We may amend these Terms with seven (7) days' notice. Continued use constitutes acceptance. Non-enforcement of provisions is not a waiver.

Relationship of Parties

This agreement does not create a partnership, joint venture, or agency relationship.

Subcontracting

We may engage subcontractors to perform services without your consent.

Governing Law, Jurisdiction, and Dispute Resolution

This agreement is governed by the laws of India, with exclusive jurisdiction in Lucknow, Uttar Pradesh courts. Disputes will be resolved via arbitration in Lucknow per the Arbitration and Conciliation Act, 1996, except for intellectual property claims.

Non-Solicitation

During and for two (2) years post-agreement, you may not solicit our employees or affiliates without our written consent. Violations incur liquidated damages of 100% of the solicited person's annual compensation.

Data Management

To export or delete data, contact reach@veluralabs.com. User deletion does not remove organisation-owned data, which may be anonymised. Data is retained for one (1) year post-termination, after which it may be deleted permanently.

AI Output Disclaimer & Customer Validation

Outputs generated by our AI services — including but not limited to LLM responses, retrieval-augmented answers, agentic workflow decisions, extracted document fields, transcribed call content, generated leads, and predictive analytics — are provided as advisory information. AI systems can produce inaccurate, biased, incomplete, outdated, or otherwise unsuitable outputs, including hallucinated content. Customer is solely responsible for:

• Reviewing and validating AI outputs before using them in any decision affecting individuals (e.g., credit, hiring, healthcare, legal, eligibility), commercial transactions, or public communications.
• Implementing appropriate human-in-the-loop checkpoints for high-stakes use cases.
• Ensuring AI outputs comply with applicable laws including consumer protection, anti-discrimination, healthcare, financial-services, and AI-governance regulations in the customer's jurisdiction.

Velura Labs makes no warranty as to the accuracy, completeness, fitness for a particular purpose, or non-infringement of AI-generated outputs, and disclaims all liability for decisions made or actions taken on the basis of such outputs.

Third-Party AI Model Provider Limitations

We route requests to third-party AI providers (e.g., OpenAI, Anthropic, Google, Amazon Bedrock) under those providers' commercial terms. Customer acknowledges:

• Provider availability, rate limits, latency, and pricing are subject to change at the providers' discretion and are outside our control.
• Provider-specific content moderation, output filtering, and acceptable-use policies apply to requests routed via our services.
• A provider's deprecation or removal of a model may require us to migrate to a different model with potentially different output characteristics; we will give reasonable notice but cannot guarantee parity.
• Our liability arising from any third-party AI provider's act, omission, or failure is limited to the amount, if any, we recover from that provider for the underlying claim.

Voice Call Consent & Recording (AI Voice Call Center)

Where a customer engages our AI Voice Call Center service, customer warrants and agrees that:

• Customer has obtained all consents and authorisations required by applicable law for inbound and outbound calls, including but not limited to TRAI / DND compliance (India), TCPA (United States), GDPR / ePrivacy Directive (EU), and any state-level two-party consent recording requirements.
• Customer will provide and maintain accurate Do-Not-Call suppression lists and honour opt-out requests within statutory timelines.
• Customer is the controller for personal data of called parties; Velura Labs is the processor and acts only on customer instructions.
• Call recordings and transcripts are owned by the customer, retained per the customer's documented retention policy, and stored in the customer's designated region.
• Customer indemnifies Velura Labs against claims arising from missing consent, improper suppression, or content of the customer's outbound campaigns.

Output IP & Deliverables

Without prejudice to Clauses 9 and 10, the parties further agree:

• Customer-specific deliverables — including bespoke source code written for the customer, fine-tuned model weights and adapters trained on the customer's data, the customer's labelled datasets, and customer-specific configuration — vest in or are licensed to the customer on full payment, on a non-exclusive, worldwide, perpetual basis sufficient for the customer's internal business use.
• Velura Labs retained materials — including pre-existing components, libraries, design systems, internal tooling, methodologies, prompt templates, evaluation frameworks, and infrastructure-as-code modules created or owned by us prior to or independent of the engagement — remain our property. Customer is granted a non-exclusive licence to use such retained materials only as embedded in the deliverables.
• Open-source components incorporated into deliverables are licensed under their respective upstream licences; we will provide a notice of incorporated open-source components on request.
• Derivative works and improvements to retained materials, even where developed during the engagement, vest in Velura Labs.

App Store & Platform Policy Compliance

For mobile, web, and platform-distributed deliverables, customer is solely responsible for:

• Reviewing and complying with the policies of relevant distribution platforms (Apple App Store, Google Play Store, web hosting providers, browser extension stores) at the time of submission and on an ongoing basis.
• Maintaining the developer accounts under which apps are published and bearing all platform fees.
• Responding to platform reviews, takedown notices, or rejections; we will provide reasonable technical support to address technical reasons for rejection but are not liable for rejections rooted in customer business model, content, or policy violations.
• Privacy disclosures, data-safety questionnaires, and similar platform-required attestations.

Outcome-Based Billing & Dispute Resolution

For services billed on a per-outcome basis (per resolved call, per qualified lead, per labelled item, per processed page or document):

• Outcome counts are computed by Velura Labs from system telemetry and reported to the customer in periodic statements.
• The definition of a billable outcome is recorded in the engagement's statement of work and applied consistently for the duration of the engagement.
• The customer has fifteen (15) days from invoice receipt to dispute counts in writing, with specific records or call IDs identified.
• Undisputed counts after fifteen (15) days are deemed accepted.
• Disputed counts that cannot be resolved within thirty (30) days of the dispute notice are escalated to arbitration per Clause 27.

Open-Source & Third-Party Licences

Deliverables may incorporate open-source software and third-party libraries under their original licences (e.g., MIT, Apache-2.0, BSD, MPL, GPL-compatible). Customer agrees to comply with all applicable upstream licence terms, including attribution and notice requirements. We will provide a software bill of materials (SBOM) on written request. Customer is responsible for obtaining and maintaining any commercial third-party licences required for production use of deliverables (e.g., font, image, library, or SaaS licences specified by the customer).