Terms of Service.

These Terms of Service (the “Terms”) form an agreement between Labelbees Inc. (“Labelbees,” “we,” “us,” or “our”) and the individual or organization accessing or using the Services (“Customer,” “you,” or “your”).

By creating an account, selecting an acceptance checkbox, enabling a paid Service, signing an Order Form, or otherwise accessing or using the Services, you agree to these Terms and our Privacy Policy. If you do not agree, do not access or use the Services.

You must be at least 18 years old and legally capable of entering into a binding agreement. The Services are intended for business use. If you act for an organization, you represent that you are authorized to bind it. The organization is responsible for its Authorized Users and their compliance with these Terms.

You must provide accurate account and billing information and keep it current. You are responsible for safeguarding credentials, controlling Authorized Users, configuring permissions, and promptly notifying Labelbees of suspected unauthorized access.

You may use the Services only for your internal business purposes and in accordance with these Terms, the Documentation, applicable usage limits, and any Order Form. You may not share an account between individuals or permit access by an unauthorized person.

Labelbees may approve or reject account and program applications based on legal, security, compliance, capacity, technical, or business considerations. Access to a feature, beta program, credit, or managed service is not guaranteed merely because an account has been created or an application submitted.

Labelbees may make self-service platform capabilities available under these Terms. Data collection, expert verification, dedicated personnel, devices, custom integrations, private-cloud or on-premises deployments, pilots with defined outcomes, and other managed work may require an Order Form.

An Order Form, data-processing addendum, or other written agreement signed or electronically accepted by authorized representatives of both parties supplements these Terms. If there is a direct conflict, that document controls only for the subject matter it addresses. These Terms control in all other respects.

Labelbees may improve, modify, add, or discontinue features from time to time. We will use commercially reasonable efforts to provide notice before a change materially reduces paid functionality during an active paid term, unless the change is required for security, legal compliance, a provider dependency, or prevention of harm.

Fees are based on the pricing displayed or accepted when you enable a paid Service, complete checkout, or enter into an Order Form. Pricing may include subscriptions, measured usage, minimum commitments, overages, pass-through provider costs, managed-service fees, or other stated charges.

Payment authorization

By adding a payment method or enabling paid use, you authorize Labelbees and its payment processor to store the payment method and charge it for subscriptions, measured usage, overages, taxes, and other charges you authorize. Unless otherwise stated, usage-based charges are billed after usage occurs and may be charged periodically or when a billing threshold is reached.

Usage measurement

Labelbees’ usage records govern billing unless you identify and demonstrate a material error. Estimates, dashboards, alerts, budgets, and spending limits are provided for convenience and may be delayed. You remain responsible for authorized usage incurred before a limit or suspension takes effect.

Invoices, disputes, and taxes

Amounts are stated in U.S. dollars unless otherwise specified. Invoiced amounts are due as stated on the invoice or Order Form. You must raise a good-faith billing dispute within 30 days after the applicable charge or invoice and pay all undisputed amounts when due. Fees exclude applicable taxes, duties, and levies, which are your responsibility except for taxes based on Labelbees’ net income.

Late or failed payment

If a payment fails or an undisputed amount becomes overdue, Labelbees may retry the payment method, restrict paid features, require prepayment, suspend Services, or pursue available remedies. You are responsible for reasonable collection costs to the extent permitted by law.

Refunds

Fees are non-refundable except where required by law, expressly provided in an Order Form, or issued by Labelbees to correct a verified billing error.

Labelbees may provide trial, startup-program, promotional, prepaid, or service credits. Unless expressly stated otherwise, credits are non-transferable, may be applied only to eligible Labelbees Services, are not redeemable for cash, have no cash value, and expire on the date communicated with the credit.

Credits may exclude third-party model charges, data collection, devices, expert or specialized verification, professional services, taxes, and other separately scoped costs. Labelbees may correct credits issued in error and may revoke promotional credits obtained through fraud, misrepresentation, abuse, or violation of applicable program terms. Expiration or exhaustion of credits does not automatically stop paid usage if a valid payment method remains enabled.

As between the parties, Customer retains all right, title, and interest in Customer Content. Customer grants Labelbees and its subprocessors a limited, non-exclusive right to host, copy, transmit, index, transform, display, and otherwise process Customer Content only as necessary to provide, secure, and support the Services; follow Customer’s configuration and instructions; prevent abuse; and comply with law.

Customer is responsible for Customer Content and represents that it has all rights, permissions, notices, and legally sufficient consents required to collect, upload, connect, instruct Labelbees to process, and otherwise use it. This responsibility includes recordings of people and workplaces, video, audio, images, sensor and device data, biometric information, intellectual property, confidential information, and personal information.

Customer must not submit regulated or specially protected information unless Labelbees has expressly agreed in writing to support it and the parties have completed any required agreement. Customer is responsible for configuring retention, access, sharing, exports, and deletion available through the Services.

Subject to Customer’s payment obligations, and as between Customer and Labelbees, Customer owns Outputs generated specifically from Customer Content. To the extent Labelbees acquires any rights in such Outputs, Labelbees assigns those rights to Customer. This does not transfer ownership of Labelbees technology, Documentation, models, reusable tools, generalized know-how, or Third-Party Services.

Customer may configure Labelbees-managed models, connect its own models, or select Third-Party Services. Customer authorizes Labelbees to send the selected inputs and related information to the providers Customer enables. Third-party terms may govern Customer’s use of a provider and may affect rights in inputs, Outputs, availability, pricing, and permitted uses.

Model and automated Outputs can be incomplete, inaccurate, or unsuitable for a particular purpose. Confidence scores, comparisons, analytics, and verification states are informational unless an Order Form expressly defines an acceptance standard. Customer must evaluate Outputs and apply appropriate human or technical review before relying on them for safety-critical, legal, employment, financial, medical, or other consequential decisions.

Labelbees may coordinate data collection, domain experts, trained reviewers, specialized verification systems, devices, or service providers. Scope, environments, devices, volumes, schedules, quality criteria, acceptance procedures, rework, delivery formats, and fees may be stated in an Order Form.

Unless an Order Form expressly assigns a responsibility to Labelbees, Customer is responsible for determining the lawfulness and suitability of its collection and verification instructions and for providing complete, accurate, and safe requirements. Labelbees may reject, pause, or modify work that creates a legal, safety, privacy, technical, or ethical concern.

Human review and verification reduce risk but do not guarantee that every error, edge case, or defect will be identified. Collection conditions, participant behavior, devices, networks, environments, and third-party services may affect delivery and results.

You must not, and must not permit anyone to:

• Use the Services or Customer Content unlawfully or in violation of another person’s rights.
• Submit content without the required rights, notices, permissions, or consents.
• Attempt to gain unauthorized access to an account, tenant, system, credential, or data.
• Interfere with, disrupt, overload, probe, scan, or test the vulnerability of the Services without written authorization.
• Introduce malware, harmful code, deceptive data, or instructions intended to bypass safeguards.
• Reverse engineer, decompile, copy, or derive source code or non-public components of the Services except where applicable law prohibits this restriction.
• Resell, sublicense, timeshare, or provide the Services to third parties except as expressly permitted in writing.
• Use the Services to develop or benchmark a competing platform for publication without Labelbees’ written authorization.
• Remove proprietary notices or misrepresent the source, ownership, verification status, or capabilities of an Output.
• Use the Services in connection with prohibited parties, locations, or activities under applicable export-control or sanctions laws.

Labelbees may investigate suspected violations and cooperate with lawful requests from authorities.

Labelbees and its licensors retain all right, title, and interest in the Services, including software, APIs, interfaces, designs, Documentation, models, workflows, templates, methods, improvements, and related intellectual property. Except for the limited right to use the Services under these Terms, no rights are granted to Customer by implication or otherwise.

If you voluntarily provide suggestions, ideas, or feedback, you grant Labelbees a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or obligation. This does not authorize Labelbees to use Customer Content or disclose Customer Confidential Information.

Neither party may use the other party’s name, logo, trademarks, or the existence or details of the relationship in publicity, case studies, or endorsements without prior written approval.

“Confidential Information” means non-public information disclosed by one party that is marked confidential or reasonably should be understood as confidential, including Customer Content, product plans, security information, pricing, and non-public technology. It does not include information that the receiving party can demonstrate is publicly available without breach, already lawfully known without restriction, lawfully received from another source, or independently developed without use of the disclosing party’s Confidential Information.

The receiving party will use Confidential Information only to perform or receive the Services and will protect it using reasonable care. It may disclose Confidential Information to personnel, advisers, and service providers who need to know it and are bound by appropriate confidentiality obligations. A party may disclose information when legally required if it provides notice where permitted and reasonable assistance at the disclosing party’s expense.

The Services may interoperate with Third-Party Services selected or configured by Customer. Customer is responsible for its relationship with those providers, their terms, credentials, configuration, fees, and permitted use. Labelbees is not responsible for a Third-Party Service’s acts, omissions, availability, security, outputs, pricing, or changes.

Labelbees may suspend or discontinue an integration if the provider changes or discontinues its service, if continued use creates legal or security risk, or if the integration can no longer be supported on commercially reasonable terms.

You may stop using the Services at any time. Account cancellation does not eliminate charges already incurred or commitments in an Order Form. Instructions for cancellation must be followed through the available account or billing controls or by contacting Labelbees.

Labelbees may suspend or restrict access immediately where reasonably necessary to address a security threat, illegal or prohibited activity, nonpayment, a material breach, risk to the Services or another party, or a legal requirement. For a remediable, non-urgent breach, Labelbees will ordinarily provide notice and a reasonable opportunity to cure.

Labelbees may terminate these Terms or discontinue an unpaid account upon notice. Paid commitments may be terminated as stated in the applicable Order Form. On termination, your right to use the Services ends, but provisions that by their nature should survive will survive, including payment obligations, ownership, confidentiality, disclaimers, indemnification, liability limitations, and dispute terms.

Customer should export Customer Content before termination. Following termination, access to Customer Content may end and deletion will be handled under the Privacy Policy, applicable Documentation, and any Order Form. Labelbees may retain limited records as required for security, audit, payment, dispute, and legal purposes.

Each party represents that it has authority to enter into these Terms. Labelbees warrants that it will provide paid Services with commercially reasonable care. Customer’s exclusive remedy for a breach of this warranty is for Labelbees to reperform the affected Service or, if Labelbees cannot do so, refund the fees paid for the materially nonconforming affected Service.

Except for the express warranty above and to the maximum extent permitted by law, the Services, Outputs, beta features, credits, and Documentation are provided “as is” and “as available.” Labelbees disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

Private-beta, preview, experimental, trial, or evaluation features may be incomplete, change materially, contain errors, or be suspended or discontinued without notice. Labelbees does not warrant uninterrupted or error-free operation, that every defect will be corrected, or that Outputs will be complete, accurate, or suitable for Customer’s intended use.

Customer will defend Labelbees and its affiliates, officers, directors, employees, and agents against a third-party claim arising from Customer Content, Customer’s collection or processing instructions, Customer’s violation of law or another party’s rights, or Customer’s material breach of the Acceptable Use section. Customer will pay damages, settlements, and reasonable legal fees finally awarded or agreed in settlement, provided Labelbees promptly notifies Customer, gives Customer reasonable control of the defense and settlement, and provides reasonable cooperation at Customer’s expense.

Customer may not settle a claim in a manner that admits fault by Labelbees, imposes an obligation on Labelbees, or fails to fully release Labelbees without Labelbees’ written consent.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, business opportunity, or data, even if advised that such damages were possible.

To the maximum extent permitted by law, Labelbees’ total aggregate liability arising out of or relating to the Services or these Terms will not exceed the greater of (a) $100 or (b) the fees paid or payable by Customer to Labelbees for the Services giving rise to the claim during the 12 months before the first event giving rise to liability.

These limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose. They do not limit liability that cannot lawfully be limited. An Order Form may establish a different liability allocation for the Services it covers.

Before filing a claim, each party will make a good-faith effort to resolve the dispute informally. A party must send written notice describing the dispute and requested resolution. The parties will allow at least 30 days for discussion, unless immediate relief is reasonably necessary.

These Terms and disputes arising from them are governed by the laws of the State of California, without regard to conflict-of-laws rules. The state and federal courts located in Santa Clara County, California have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts.

Either party may seek injunctive or equitable relief to protect intellectual property, Confidential Information, data, systems, or security without first completing the informal process.

Changes

Labelbees may update these Terms from time to time. We will post the revised Terms with an updated effective date and provide additional notice when required. Material changes will apply prospectively. Continued use after updated Terms become effective constitutes acceptance where permitted by law.

Assignment

You may not assign these Terms without Labelbees’ written consent. Labelbees may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all relevant assets, or to an affiliate.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding Customer’s payment obligations.

Notices

Labelbees may provide operational and legal notices through the Services or to the email associated with your account. You must keep that email current. Notices to Labelbees must be sent to the contact below, unless an Order Form specifies another method.

Entire agreement; severability; waiver

These Terms, the Privacy Policy, and applicable Order Forms constitute the agreement concerning the Services and replace prior discussions on that subject. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. A failure to enforce a provision is not a waiver.

Relationship

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship. There are no third-party beneficiaries.

Export and legal compliance

You must comply with applicable laws, including export controls, sanctions, privacy, data protection, intellectual property, recording, workplace, and safety laws. You represent that you are not prohibited from using the Services under applicable trade restrictions.

Questions and legal notices concerning these Terms may be directed to: