Terms & Conditions - SPRIO (Part of Cubikey)

Effective Date: 16 October 2025

Welcome to SPRIO (a product / service of Cubikey). These Terms & Conditions (“Terms”) govern your access to and use of SPRIO’s services, platform, APIs, software, and related offerings (collectively the “SPRIO Services” or “Services”). By using or accessing SPRIO Services, you agree to these Terms. If you do not agree, you must not use or access the Services.

In these Terms, “we”, “us”, “our”, “Cubikey” (or “SPRIO”) refer to Cubikey (and its affiliates) operating the SPRIO Services. “You” or “Customer” refers to the individual or entity using or accessing the SPRIO Services, including all users authorized by you.

1. Scope & Eligibility

1. You must be at least 18 years old (or of legal age in your jurisdiction) and have the legal capacity to enter into these Terms.
   
   

2. If you use SPRIO on behalf of a company, organization, or other entity, you represent that you have authority to bind that entity to these Terms.
   
   

3. You may use SPRIO Services only in compliance with these Terms, applicable laws, and any usage guidelines, policies, or documentation provided by us.

2. Account Registration & Security

1. To use certain features you must register an account (“Account”) and provide accurate, complete, and updated information.
   
   

2. You are responsible for maintaining the confidentiality of your account credentials (usernames, passwords, API keys) and for all activity under your account.
   
   

3. You must notify us immediately of any unauthorized use of your account or any security breach.
   
   

4. You may not share your account, login, or credentials with unauthorized persons unless expressly permitted.

3. Services, Licenses & Use Rights

1. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the SPRIO Services (including APIs, software, and documentation) solely for your internal business purposes as permitted in the documentation.
   
   

2. You agree not to sublicense, distribute, resell, rent, lease, or offer the Services to third parties except as explicitly permitted.
   
   

3. We may enforce usage limits, quotas, throttling, or access restrictions to ensure stability, fairness, or resource allocation.

4. Fees, Payment & Refunds

1. Some portions of SPRIO Services may be offered free of charge; others may require payment under subscription, pay-as-you-go, or license models.
   
   

2. You agree to pay all fees as indicated in the plan or pricing page, along with applicable taxes.
   
   

3. Fees are non-refundable unless otherwise expressly stated.
   
   

4. If you dispute any charge, you must notify us within [e.g. 15] days from the date it appears on your statement; after that period you waive the right to dispute.
   
   

5. Failure to pay may lead to suspension or termination of Services at our discretion.

5. Acceptable Use & Prohibited Conduct

You agree not to, and will not permit others to, use the SPRIO Services to:

• violate any applicable law, regulation or third-party rights (e.g. intellectual property, privacy)
  
  

• reverse engineer, decompile, disassemble, or attempt to derive source code (except as allowed under applicable law)
  
  

• overload, interfere with, disrupt, or compromise any systems, networks, or Services
  
  

• transmit viruses, malware, or other harmful code
  
  

• scrape, extract, or collect data in an unauthorized manner
  
  

• use Services for spamming, phishing, or other unsolicited communications
  
  

• impersonate any person or entity or misrepresent affiliation
  
  

• use the Services to process data of minors in violation of applicable laws
  
  

• otherwise misuse or abuse Services in a manner harmful to us, third parties, or the public

We may suspend or terminate your access to the Services if we determine (in our sole discretion) that you have violated these rules.

6. Data Privacy, Security & Customer Data

1. “Customer Data” means all data you upload, submit, process, or transmit via the SPRIO Services, including your users’ data.
   
   

2. You retain ownership of your Customer Data, but you grant us a license to use it as necessary to provide, maintain, and improve the Services, detect issues, aggregate anonymized metrics, and comply with legal obligations.
   
   

3. We will implement reasonable technical and organizational measures to protect your Customer Data and maintain security consistent with industry standards.
   
   

4. You are responsible for obtaining any consents, notices, or permissions necessary from end users or data subjects whose data is processed via the Services, including compliance with applicable data protection laws.
   
   

5. Your use of the Services is also governed by our Privacy Policy (which is incorporated by reference).

7. Intellectual Property & Feedback

1. Except for Customer Data, all intellectual property rights (software, APIs, documentation, trademarks, tools, improvements) in SPRIO Services remain with us or our licensors.
   
   

2. You may provide feedback, suggestions, bug reports, or feature requests (“Feedback”). We may use, modify, publish, and integrate Feedback without obligation to you.
   
   

3. You shall not use our trademarks, logos, or branding without prior written consent and only in accordance with our branding guidelines.

8. Term, Suspension & Termination

1. These Terms commence on your first use of the Services and remain in effect until terminated.
   
   

2. You may terminate your account or subscription by giving prior notice (e.g. 30 days) in accordance with our cancellation policy.
   
   

3. We may immediately suspend or terminate (in whole or part) your access to Services if you breach these Terms, or for legal or business reasons, or at our discretion.
   
   

4. Upon termination, you must cease using the Services and delete or return any copies of our software or content.
   
   

5. Sections that by their nature survive (e.g. indemnity, limitation of liability, confidentiality) continue to apply after termination.

9. Warranties & Disclaimers

1. The Services are provided “as is” and “as available,” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for particular purpose, uninterrupted operation, or non-infringement.
   
   

2. We do not guarantee that Services will be error-free, available at all times, or free from security risks.
   
   

3. You are responsible for appropriate backup and safeguards for your data and systems.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither Cubikey nor its affiliates, licensors, or suppliers will be liable for any indirect, incidental, special, punitive, or consequential damages (including loss of profits, data, business) arising from or related to the Services, even if advised of possibility of such damages.
  
  

• Our total liability under or in connection with these Terms shall not exceed the lesser of (a) the amount you have paid to us in the prior [e.g. 6 or 12] months, or (b) a fixed cap (e.g. ₹X).
  
  

• These limitations apply regardless of legal theory (contract, tort, negligence, strict liability).

11. Indemnification

You agree to indemnify, defend, and hold harmless Cubikey, our affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) arising from or relating to:

• your use or misuse of the Services
  
  

• your violation of these Terms
  
  

• your Customer Data, content, or activities under your account
  
  

• any third-party claim of infringement or violation caused by you

12. Modifications & Updates

We may modify or update these Terms periodically. When doing so, we will notify you (e.g. via email or via the platform). Material changes will take effect only after notice, and continued use after that constitutes acceptance. You should review Terms periodically.

We may also update, enhance, deprecate, or remove features of the Services at our discretion.

13. Governing Law, Dispute Resolution & Arbitration

1. These Terms shall be governed by and construed under the laws of [State / Country – e.g. India / Kerala / Specific State], exclusive of conflict-of-law principles.
   
   

2. Disputes arising between the parties shall first be attempted to be resolved amicably through mutual discussion.
   
   

3. If unresolved within [e.g. 60 days], disputes may be resolved by arbitration (e.g. in accordance with the Arbitration and Conciliation Act, 1996 or another agreed framework) in [City, State], in the English language. The arbitrator’s decision will be binding.
   
   

4. You waive any right to bring class-action or collective claims unless otherwise mutually agreed.

14. Force Majeure

Neither party is liable for delays or failure in performance caused by events beyond reasonable control (e.g. acts of God, war, strikes, natural disasters, epidemics, governmental orders) provided that the affected party gives prompt notice and takes reasonable steps to resume performance.

15. Confidentiality

Each party shall keep confidential any non-public, proprietary or business-sensitive information of the other (e.g. pricing, technical details, business plans), and use it only for purposes permitted under these Terms. Confidentiality obligations survive termination.

16. Severability, Waiver & Assignment

• If a term is held invalid or unenforceable, remaining Terms remain in effect.
  
  

• A party’s failure or delay to enforce any right does not waive that right.
  
  

• You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer in whole or part without restriction.

17. Notices

Notices under these Terms may be delivered via email or through the platform to the address or contact you provided. Proper notice is deemed given upon delivery (or attempted delivery).

18. Miscellaneous

1. These Terms (along with any service order, subscription agreement, or separate contract) constitute the entire agreement between you and Cubikey regarding the Services and supersede any prior or contemporaneous agreements.
   
   

2. Any additional terms or conditions (e.g. in a purchase order) conflicting with these Terms are void unless expressly accepted by us in writing.
   
   

3. You are responsible for all taxes (other than our income taxes) arising from your payments or use of Services.
   
   

4. We are not responsible for third parties’ software, services, or integrations that integrate with SPRIO, unless explicitly promised.

Headings are for convenience only and do not affect interpretation.