Repixel

AI Photography Catalogue Software — by Onion Labs Technologies Private Limited

Terms and Conditions of Service

Effective Date: 21 September 2026 · Version 2.0

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING REPIXEL. BY CLICKING "I ACCEPT", CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND ALL DOCUMENTS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE.

1. Definitions and Interpretation

In these Terms, unless the context otherwise requires, the following expressions shall have the meanings set out below, and cognate expressions shall be construed accordingly:

"Account"
means the registered user account created by a Customer to access and use the Service.
"Affiliate"
means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
"Agreement"
means these Terms and Conditions, together with the Privacy Policy, any Order Form, and any other document expressly incorporated by reference, as amended from time to time.
"Business Day"
means a day (other than a Saturday, Sunday, or public holiday) on which banks are ordinarily open for business in New Delhi, India.
"Confidential Information"
has the meaning given in Clause 11.
"Credits"
means the pre-purchased usage units that a Customer redeems to access specified functionalities of the Service, as described in Clause 5.
"Customer / you / your"
means the individual or business entity that has agreed to these Terms, whether by creating an Account or otherwise accessing the Service.
"DPDP Act"
means the Digital Personal Data Protection Act, 2023 (India), together with the rules, regulations, and notifications issued thereunder from time to time.
"Generated Images"
means the output images produced by the repixel AI engine from Your Content, as further described in Clause 6.3.
"Onion Labs / we / us / our"
means Onion Labs Technologies Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at Gala No. 5, Italian Compound, Dindoshi Village Link Road, near Ambedkar Chowk, Goregaon East, Mumbai, Maharashtra 400063, India.
"Order Form"
means any online order, subscription checkout page, sales quotation, or written order confirming the specific Credits, plan, or Service tier purchased by a Customer, which shall be read together with, and form part of, these Terms.
"Personal Data"
has the meaning assigned to "personal data" under the DPDP Act.
"Privacy Policy"
means Onion Labs's privacy policy published at www.onionlabs.ai, as amended from time to time, and incorporated into these Terms by reference.
"Service"
means the repixel AI Photography Catalogue Software-as-a-Service platform, including all associated features, updates, and related support services made available by Onion Labs via web browser.
"Subprocessor"
means any third-party service provider engaged by Onion Labs to process Customer Content or Personal Data in connection with the provision of the Service.
"Terms"
means these Terms and Conditions of Service, as amended from time to time in accordance with Clause 16.
"Your Content"
means all photographs, images, and other content uploaded, submitted, or otherwise made available by the Customer to or through the Service.

1.2 In these Terms, unless the context otherwise requires: (a) headings are for convenience only and do not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) references to "including" or "includes" mean "including without limitation"; (d) references to statutes include any amendment, re-enactment, or replacement thereof; and (e) references to "writing" include email unless otherwise specified.

2. Introduction and Parties

2.1 These Terms constitute a legally binding agreement between the Customer and Onion Labs Technologies Private Limited, governing access to and use of the Service.

2.2 These Terms apply to all users of the Service, including individual consumers and business entities. Where the Service is accessed on behalf of a business entity, the individual accepting these Terms represents and warrants that they possess full authority to bind that entity, and references to "Customer" shall thereafter mean that entity.

2.3 Order of Precedence. In the event of any conflict or inconsistency between these Terms, an Order Form, and the Privacy Policy, the following order of precedence shall apply unless the relevant document expressly states otherwise: (a) a duly executed Order Form or enterprise agreement signed by both parties; (b) these Terms; and (c) the Privacy Policy.

2.4 Acceptance. These Terms are accepted electronically by the Customer clicking "I Accept", checking the applicable acceptance box, creating an Account, or accessing or using the Service, whichever occurs first. Such electronic acceptance shall constitute a valid and binding agreement in accordance with Section 10A of the Information Technology Act, 2000, and shall have the same legal effect as a physical signature.

3. Eligibility and Account Registration

3.1 Eligibility. To use the Service, the Customer must:

3.2 Registration Information. The Customer shall provide accurate, current, and complete registration information and shall promptly update such information to keep it accurate. Onion Labs is entitled to rely on the accuracy of information provided and bears no liability for any loss arising from inaccurate information supplied by the Customer.

3.3 Account Security. The Customer is solely responsible for maintaining the confidentiality of its Account credentials and for all activities that occur under its Account. The Customer shall promptly notify Onion Labs in writing of any unauthorised use of its Account or any other breach of security.

3.4 Multiple Users. Where a Customer is a business entity, it may permit its authorised employees or contractors to access the Service under its Account, provided that the Customer remains responsible for such users' compliance with these Terms.

3.5 Suspension for Inaccurate Information. Onion Labs reserves the right to suspend or terminate Accounts where registration information is found to be inaccurate, incomplete, or misleading, subject to the process set out in Clause 12.

4. Nature and Scope of the Service

4.1 The Service enables Customers to upload photographic content and generate AI-processed catalogue imagery for professional and commercial use. The Service is provided strictly on a business-to-business and professional cataloguing basis and is not designed or intended for the creation of imagery depicting real, identifiable individuals.

4.2 Beta and Experimental Features. Onion Labs may, from time to time, make beta, trial, or experimental features available ("Beta Features"). Beta Features are provided "as is" for evaluation purposes only, may be modified or discontinued at any time without notice, and are excluded from any service level or warranty commitments under these Terms.

4.3 Third-Party Components. The Service may incorporate or rely upon third-party software, models, or infrastructure ("Third-Party Components"). Onion Labs shall use commercially reasonable efforts to ensure the reliability of such Third-Party Components but shall not be liable for any failure, defect, or discontinuation thereof beyond its reasonable control.

5. Subscription, Credits, and Payment

5.1 Credit System

The Service is offered on a paid, pre-purchased credit basis. Credits are consumed upon use of specified features of the Service, at the rate published on Onion Labs's website or as otherwise agreed in an Order Form.

5.2 Pricing and Changes

Credit package fees are as published on Onion Labs's website at the time of purchase, or as set out in the applicable Order Form for enterprise Customers. Onion Labs reserves the right to change pricing prospectively, with at least thirty (30) days' prior written notice. Continued use of the Service after the effective date of a price change constitutes acceptance of the revised pricing; price changes shall not affect Credits already purchased prior to such change.

5.3 Validity, Expiry and Non-Transferability of Credits

Unless otherwise specified in the applicable Order Form, purchased Credits are valid for a period of twelve (12) months from the date of purchase, after which unused Credits shall lapse without refund. Credits are non-transferable between Accounts, save with Onion Labs's prior written consent, and have no cash value except as expressly provided under Clause 14 (Refund Policy).

5.4 Billing, Auto-Renewal and Failed Payments

Where the Customer subscribes to a recurring plan, such plan shall automatically renew for successive periods of the same duration unless cancelled by the Customer at least seven (7) days prior to the renewal date. Where a payment fails or is declined, Onion Labs may suspend access to paid features of the Service until payment is successfully processed, following at least one reminder notice to the Customer's registered email address.

5.5 Taxes

All fees are exclusive of applicable taxes unless stated otherwise. Goods and Services Tax and any other applicable taxes, levies, or duties under Indian law shall be added to invoices where required. The Customer is responsible for all taxes arising from its use of the Service in its jurisdiction, other than taxes on Onion Labs's net income.

5.6 Payment Processing

Payments are processed through third-party payment gateway providers. Onion Labs does not store the Customer's full payment card details and shall not be liable for any act, omission, security incident, or delay attributable to such third-party payment processors, save to the extent caused by Onion Labs's own gross negligence or wilful default in its selection or integration thereof.

5.7 Enterprise Invoicing

Where agreed in an Order Form, enterprise Customers may be invoiced on agreed payment terms (e.g., net thirty (30) days from invoice date). Late payment beyond the agreed term shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, without prejudice to Onion Labs's right to suspend the Service for non-payment.

6. Your Content and Intellectual Property

6.1 Customer Ownership

The Customer retains full ownership of all photographs, images, and other content uploaded to the Service, including product images shot on-hanger, on-floor, or on mannequin ("Your Content"). Onion Labs claims no ownership rights over Your Content.

6.2 Licence to Onion Labs

By uploading Your Content, the Customer grants Onion Labs a limited, non-exclusive, worldwide, royalty-free, sub-licensable (solely to Subprocessors engaged for the purpose of providing the Service) licence to access, host, process, and use Your Content strictly for the purpose of providing the Service, including generating Generated Images as directed by the Customer. This licence does not extend to marketing, training AI or machine learning models on Your Content, or any other purpose without the Customer's prior explicit written consent, and shall terminate upon deletion of Your Content in accordance with Clause 9.

6.3 AI-Generated Images

Generated Images produced by the repixel AI from Your Content are provided to the Customer with no restrictions on use by Onion Labs, including commercial use. The Customer may sell, licence, publish, and otherwise exploit Generated Images freely, subject always to the Customer's own warranties under Clause 6.4 and the disclaimers in Clause 10. Onion Labs makes no claim of ownership over Generated Images.

6.4 Customer Representations and Warranties

The Customer represents and warrants that: (a) it owns or has obtained all necessary rights, licences, consents, and permissions to upload Your Content and to authorise its processing as described in these Terms; (b) Your Content does not and will not infringe any third party's intellectual property, privacy, publicity, or other rights; and (c) its use of the Service complies with all applicable laws.

6.5 Onion Labs's Intellectual Property

The Service, including its underlying software, algorithms, models, user interface, trademarks (including "repixel" and associated logos), and all related intellectual property, is and shall remain the exclusive property of Onion Labs or its licensors. Nothing in these Terms grants the Customer any right, title, or interest in Onion Labs's intellectual property, save for the limited right to access and use the Service in accordance with these Terms. The Customer shall not use Onion Labs's trademarks, trade names, or branding without Onion Labs's prior written consent, other than to the extent necessary to identify the Service in accordance with fair use.

6.6 Feedback

Where the Customer provides suggestions, ideas, or feedback regarding the Service ("Feedback"), the Customer grants Onion Labs a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit such Feedback for any purpose, without any obligation of attribution or compensation to the Customer.

7. Acceptable Use and Ethical Use Policy

Onion Labs is committed to the ethical use of artificial intelligence in photography. The Service is designed solely for lawful, creative, and professional cataloguing purposes. By using the Service, the Customer agrees to uphold these standards at all times.

7.1 Prohibited Content and Uses

The Customer agrees not to use the Service to:

7.2 Prohibition on Images of Real Persons

The Customer must not upload, process, or use the Service to generate images of any real person, including: (a) photographs or likenesses of named or identifiable individuals; (b) imagery derived from or based on a real person's appearance; and (c) any content that could reasonably be mistaken for depicting a real individual. Violation of this Clause may constitute an infringement of personality rights, privacy rights, and applicable data protection laws. Onion Labs will cooperate fully with law enforcement and affected individuals in relation to any such violation.

7.3 Ethical Use Commitment and Enforcement

The Customer agrees to use the Service consistently with applicable law, professional standards, and respect for the rights and dignity of others. Onion Labs reserves the right to review, remove, or restrict access to content it reasonably believes violates these Terms, and to suspend or terminate any Account reasonably believed to be used in an unethical or harmful manner, in accordance with the process set out in Clause 12. Onion Labs reserves the right, but assumes no obligation, to report suspected illegal activity to relevant authorities.

7.4 Sole Responsibility for Misuse

Onion Labs expressly prohibits the generation of adult content and the unauthorised use of images of real persons under Clauses 7.1 and 7.2. Where a Customer uses the Service in violation of these prohibitions, full responsibility and liability for such misuse, and for any resulting harm, claim, or damage to any third party or affected individual, rests solely and exclusively with that Customer, subject to the indemnity at Clause 13 and the liability provisions at Clause 10.

8. Data Protection and Privacy

8.1 Roles of the Parties

For Personal Data processed through the Service, Onion Labs acts as a Data Fiduciary in respect of Account and registration data collected directly from the Customer, and as a processor acting on the Customer's instructions in respect of any Personal Data that may incidentally form part of Your Content, in each case in accordance with the DPDP Act.

8.2 Data Principal Rights

Where Onion Labs processes Personal Data as a Data Fiduciary, data principals may exercise their rights under the DPDP Act, including the right to access, correction, erasure, and grievance redressal, by submitting a request through the mechanism described in the Privacy Policy or by writing to the Grievance Officer named in Clause 9.

8.3 Retention of Your Content

Onion Labs shall retain Your Content and associated data only for so long as reasonably necessary to provide the Service, comply with applicable law, or resolve disputes. Upon cancellation of a subscription, the Customer's uploaded photographs and associated data shall be retained for a period of ninety (90) days to permit reactivation, following which such data shall be permanently deleted unless the Customer requests earlier deletion or an extended retention period in writing. The Customer may submit a written deletion request at any time, which Onion Labs shall process within thirty (30) days, save where continued retention is required by applicable law.

8.4 Privacy Policy

Onion Labs's collection and use of Personal Data is further governed by its Privacy Policy, incorporated into these Terms by reference. By using the Service, the Customer consents to the data practices described therein, to the extent such consent is required under applicable law.

8.5 Communications

Onion Labs may send essential service communications (including billing notices, security alerts, and service updates) that cannot be opted out of, as they are necessary for the operation of the Account. Onion Labs may also send marketing and promotional communications, from which the Customer may opt out at any time via the unsubscribe mechanism provided or through Account settings.

8.6 Data Security

Onion Labs implements reasonable technical and organisational measures, consistent with applicable law, to protect Your Content and Personal Data against unauthorised access, loss, or misuse. No system is completely secure, and Onion Labs cannot guarantee absolute security. In the event of a Personal Data breach affecting the Customer, Onion Labs shall notify the Customer without undue delay and take reasonable steps to mitigate the impact, in accordance with the DPDP Act.

8.7 Cross-Border Transfer

Personal Data may be transferred to, stored, or processed in jurisdictions outside India, including by Subprocessors, in accordance with the DPDP Act and subject to appropriate safeguards.

9. Grievance Redressal

9.1 In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the Consumer Protection (E-Commerce) Rules, 2020, Onion Labs has appointed a Grievance Officer to address complaints regarding the Service.

9.2 Grievance Officer: Rohit Zutshi | Email: grievance@onionlabs.ai | Address: Gala No. 5, Italian Compound, Dindoshi Village Link Road, near Ambedkar Chowk, Goregaon East, Mumbai, Maharashtra 400063, India.

9.3 The Grievance Officer shall acknowledge receipt of a complaint within forty-eight (48) hours and shall endeavour to resolve the complaint within thirty (30) days of receipt, or such shorter period as may be prescribed by applicable law.

9.4 Complaints regarding content that a Customer reasonably believes violates Clause 7 may also be reported to abuse@onionlabs.ai for expedited review.

10. Service Availability and Modifications

10.1 Onion Labs will use reasonable endeavours to maintain the availability of the Service and to target uptime of no less than 99.0% in any calendar month, measured on a monthly basis, excluding Scheduled Maintenance and events of Force Majeure. This is a service target and not a guaranteed service level unless otherwise expressly agreed in an Order Form.

10.2 Scheduled Maintenance. Onion Labs may carry out scheduled maintenance that may temporarily affect availability, and shall use reasonable efforts to provide at least forty-eight (48) hours' prior notice of any scheduled maintenance reasonably expected to cause material downtime. Emergency maintenance may be carried out without prior notice where necessary to preserve the security or integrity of the Service.

10.3 Modifications. Onion Labs reserves the right to modify, update, enhance, or discontinue features of the Service from time to time, with notice where reasonably practicable, provided that no such modification shall materially reduce the core functionality purchased by an enterprise Customer under a subsisting Order Form during its then-current term without that Customer's consent.

10.4 Suspension for Breach. Onion Labs may suspend access to the Service, in whole or in part, for a Customer that breaches these Terms, following notice and a reasonable opportunity to cure where the breach is capable of remedy, save that no notice shall be required where suspension is necessary to prevent imminent harm, unlawful content, or a security risk.

10.5 Customer Support. Onion Labs shall provide reasonable email-based customer support during Indian business hours, and shall use reasonable efforts to respond to support queries within two (2) Business Days.

11. Confidentiality

11.1 "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally or in writing, that is designated as confidential or that ought reasonably to be understood as confidential given the nature of the information and circumstances of disclosure, including business, technical, financial, and pricing information, and (in the case of Onion Labs) the underlying architecture, models, and methodologies of the Service.

11.2 The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely to perform its obligations or exercise its rights under these Terms; (b) protect it using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable standard of care; and (c) not disclose it to any third party except to Affiliates, employees, contractors, or professional advisers who need to know it and are bound by confidentiality obligations no less protective than this Clause.

11.3 The obligations in this Clause do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is lawfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the Confidential Information. A Receiving Party may disclose Confidential Information where required by law or a competent court or regulator, provided it gives the Disclosing Party prompt notice where legally permissible.

11.4 This Clause shall survive termination or expiry of these Terms for a period of three (3) years, save that Confidential Information constituting a trade secret shall be protected for so long as it remains a trade secret.

12. Term and Termination

12.1 Term

These Terms commence on the date the Customer first accepts them and continue until terminated in accordance with this Clause 12. Each subscription plan or Order Form shall have the term specified therein, or, if unspecified, shall run month-to-month until terminated.

12.2 Termination for Convenience

The Customer may terminate its subscription at any time by cancelling it through Account settings or by written notice to Onion Labs, effective at the end of the then-current billing period, without prejudice to fees already due. Onion Labs may terminate a free or trial Account at any time on reasonable notice.

12.3 Termination for Cause

Either party may terminate these Terms with immediate effect by written notice if the other party: (a) commits a material breach of these Terms which, if capable of remedy, is not remedied within fifteen (15) days of written notice specifying the breach; or (b) becomes insolvent, enters liquidation, has a receiver appointed, or undergoes an analogous process under applicable insolvency law. Onion Labs may additionally terminate immediately, without notice, where the Customer breaches Clause 7 (Acceptable Use and Ethical Use Policy).

12.4 Effect of Termination

On termination or expiry of these Terms: (a) all licences granted to the Customer to access the Service shall immediately cease; (b) the Customer shall remain liable for all fees accrued but unpaid as of the termination date; (c) the Customer may, for a period of thirty (30) days following termination, request export of Your Content in a reasonably available format, after which such content shall be dealt with in accordance with Clause 8.3; and (d) unused Credits shall not be refunded except as expressly provided in Clause 14.

12.5 Survival

Clauses 1 (Definitions), 6.5 (Onion Labs's Intellectual Property), 6.6 (Feedback), 8 (Data Protection and Privacy), 9 (Grievance Redressal), 10.4, 11 (Confidentiality), 12.4-12.5, 13 (Indemnification), 15 (Disclaimers and Limitation of Liability), 17 (Governing Law and Dispute Resolution), and 19 (General Provisions) shall survive termination or expiry of these Terms.

13. Indemnification

13.1 The Customer agrees to indemnify, defend, and hold harmless Onion Labs Technologies Private Limited and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Customer's use of the Service; (b) Your Content; (c) the Customer's breach of these Terms, including Clause 7; or (d) the Customer's violation of any applicable law or third-party rights.

13.2 Onion Labs shall promptly notify the Customer of any claim subject to indemnification, and the Customer shall have the right to control the defence and settlement thereof, provided that no settlement admitting fault on Onion Labs's part shall be made without Onion Labs's prior written consent, and Onion Labs may participate in the defence at its own expense.

14. Refund Policy

14.1 Owing to the nature of digital services and the immediate consumption of computing resources upon use, all purchases, subscriptions, Credits, and usage fees are final and non-refundable once Credits have been consumed or the Service has been used, save as expressly provided below or as required by applicable law.

14.2 Exceptions. A refund of unused Credits (less any applicable payment gateway or processing charges) may be considered where: (a) the Service was unavailable for reasons solely attributable to Onion Labs for a continuous period exceeding seventy-two (72) hours; (b) the Customer was erroneously charged due to a verified technical or billing error; or (c) applicable Indian consumer protection law mandates a refund in the specific circumstances.

14.3 Refund requests must be submitted in writing to billing@onionlabs.ai within ten (10) days of the disputed charge. Onion Labs shall assess and respond to refund requests within thirty (30) Business Days.

14.4 Nothing in this Clause affects the Customer's statutory rights under the Consumer Protection Act, 2019, to the extent applicable and incapable of exclusion by agreement.

15. Disclaimers and Limitation of Liability

15.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ONION LABS DOES NOT WARRANT THAT GENERATED IMAGES WILL BE FREE FROM DEFECTS, SUITABLE FOR ANY PARTICULAR PURPOSE, OR FREE FROM POTENTIAL THIRD-PARTY CLAIMS.

15.2 No Liability for AI Outputs or Prohibited Misuse

Onion Labs assumes no liability for the content, accuracy, legality, or suitability of any Generated Images. The Customer is solely responsible for reviewing Generated Images before use and for ensuring their use complies with all applicable laws and third-party rights in its jurisdiction.

In particular, Onion Labs shall have no liability of any kind arising from or related to: (a) the Customer's generation of adult or sexually explicit content, which is strictly prohibited; (b) the Customer's use of images of real, identifiable persons in violation of these Terms; or (c) any harm caused to third parties as a result of such prohibited misuse. Full liability for such misuse rests solely and exclusively with the Customer who committed the violation.

15.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBJECT TO CLAUSE 15.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO ONION LABS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.4 Carve-Outs

The limitations in Clause 15.3 shall not apply to: (a) a party's indemnification obligations under Clause 13; (b) the Customer's breach of Clause 7 (Acceptable Use and Ethical Use Policy) or Clause 6.4 (Customer Representations and Warranties); (c) either party's breach of Clause 11 (Confidentiality); (d) a party's gross negligence, wilful misconduct, or fraud; or (e) liability that cannot be excluded or limited as a matter of applicable law.

15.5 Consumer Rights

Nothing in these Terms limits or excludes any rights the Customer may have as a consumer under applicable mandatory law that cannot be excluded by agreement. Where such mandatory rights apply, they shall prevail over any conflicting provision in these Terms.

16. Force Majeure

16.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by an event beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action, labour disputes, or failure of internet, telecommunications, or third-party infrastructure ("Force Majeure Event").

16.2 The affected party shall promptly notify the other party of a Force Majeure Event and shall use reasonable efforts to mitigate its impact. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms on written notice, without liability save for fees accrued prior to the Force Majeure Event.

17. Changes to These Terms

17.1 Onion Labs reserves the right to update or modify these Terms at any time. Where Onion Labs makes a material change, it will notify the Customer by email to the address associated with the Account, and/or by prominent notice within the Service, at least thirty (30) days prior to the change taking effect.

17.2 If the Customer does not agree with the updated Terms, it may cancel its subscription before the effective date of the change without penalty. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. Non-material changes (such as clarificatory or administrative amendments) may take effect immediately upon posting.

18. Governing Law and Dispute Resolution

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

18.2 Jurisdiction. Subject to Clause 18.3, the courts at Mumbai, Maharashtra, India shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or the Service, and each party irrevocably submits to the exclusive jurisdiction of such courts.

18.3 Good-Faith Resolution. Before initiating formal proceedings, the parties shall attempt in good faith to resolve any dispute through good-faith negotiation between designated representatives within thirty (30) days of written notice of the dispute, save that either party may seek urgent interim or injunctive relief from a competent court at any time where necessary to prevent irreparable harm, including in relation to breaches of Clause 7 or Clause 11.

19. General Provisions

19.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Form, constitute the entire agreement between the Customer and Onion Labs with respect to the Service and supersede all prior agreements, understandings, and representations, whether written or oral, relating to their subject matter.

19.2 Severability

If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent, and the remaining provisions shall continue in full force and effect.

19.3 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any further exercise of that or any other right. Any waiver must be in writing and signed by the waiving party to be effective.

19.4 Assignment

The Customer may not assign, novate, or transfer its rights or obligations under these Terms without Onion Labs's prior written consent, save that a business Customer may assign these Terms to an Affiliate or a successor entity in connection with a merger, acquisition, or sale of substantially all its assets, provided the assignee agrees in writing to be bound by these Terms. Onion Labs may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganisation, or sale of assets, on notice to the Customer.

19.5 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.

19.6 Notices

Any notice required or permitted under these Terms shall be in writing and shall be deemed duly given: (a) if by email, upon confirmation of transmission to the recipient's registered email address, provided no bounce-back or delivery failure notice is received; or (b) if by courier or registered post, upon actual delivery, to the addresses specified in Clause 19.10 (or, for the Customer, the address associated with its Account).

19.7 Subprocessors and Third-Party Service Providers

Onion Labs may engage Subprocessors to assist in providing the Service, including cloud hosting, payment processing, and underlying AI model providers. Onion Labs shall remain responsible for such Subprocessors' compliance with confidentiality and data protection obligations no less protective than those set out in these Terms, and shall make available, upon reasonable written request, a current list of material Subprocessors to enterprise Customers under a subsisting Order Form.

19.8 Export Control, Sanctions and Anti-Bribery

Each party shall comply with all applicable export control, trade sanctions, and anti-bribery and anti-corruption laws in connection with these Terms. The Customer represents that it is not located in, or ordinarily resident in, any country subject to comprehensive trade sanctions, and is not otherwise a person with whom dealings are restricted or prohibited under applicable law.

19.9 Publicity

Neither party shall use the other party's name, logo, or trademarks in any public announcement or marketing material without the other party's prior written consent, save that Onion Labs may identify the Customer as a user of the Service in a general, non-attributed customer list unless the Customer opts out in writing.

19.10 Insurance

Onion Labs shall maintain such insurance coverage, including cyber liability and professional indemnity insurance, as is reasonable and customary for a business of its size and nature, and shall provide evidence of such coverage to an enterprise Customer upon reasonable written request.

19.11 Electronic Communications

The Customer consents to receive communications from Onion Labs electronically, including by email or through notices posted within the Service, and agrees that such electronic communications satisfy any legal requirement that such communications be in writing.

19.12 Language

These Terms are drawn up in the English language. Any translation provided is for convenience only, and the English version shall prevail in the event of any inconsistency.

19.13 Contact

For questions about these Terms, please contact:

Onion Labs Technologies Private Limited
Registered Office: Gala No. 5, Italian Compound, Dindoshi Village Link Road, near Ambedkar Chowk, Goregaon East, Mumbai, Maharashtra 400063, India
Email: legal@onionlabs.ai
Grievance Officer: grievance@onionlabs.ai
Website: www.onionlabs.ai

BY USING THE REPIXEL SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.