Terms & Conditions

1Introduction and acceptance of these Terms

These Terms form a legally binding agreement between you and us. They apply to all visitors, users, customers, and others who access or use our websites, products, or services, regardless of device. By accessing or registering for our services, creating an account, submitting information, or otherwise using any of our offerings, you confirm that you have read, understood, and agreed to these Terms and our Privacy Policy.

2Definitions

• "Ozontrix", "we", "us", "our" — Ozontrix Technologies, a wholly-owned venture of Fredx Investments.
• "Parent company" — Fredx Investments, the entity that owns and controls Ozontrix Technologies.
• "User", "you", "your" — any individual or legal entity that accesses or uses our websites, products, or services.
• "Services" — all websites operated by us, our software products (including Guild, OzGYM, CRM by Ozontrix), our development and consulting services, AI-powered features, applications, application programming interfaces (APIs), documentation, and related support.
• "Content" — text, data, software, code, graphics, designs, images, audio, video, information, and other materials.
• "User Content" — Content you submit, upload, publish, or make available through our Services.
• "AI Output" — Content generated by artificial-intelligence or machine-learning features within our Services.
• "Client Engagement" — a separate written project, consulting, or services agreement between you (as a client) and us.

3About Ozontrix and Fredx Investments

Ozontrix Technologies builds software products, AI systems, and digital ventures, converts ideas into scalable technology businesses, and provides technology services to clients. Ozontrix Technologies is owned and controlled by Fredx Investments, its parent company, with its principal place of business in New Delhi, India, India. Where these Terms reference the group, the obligations described apply to Ozontrix Technologies as the entity providing the relevant service.

4Eligibility and accounts

• You must be at least 18 years old (or the age of majority in your jurisdiction) to create an account or purchase our services. If you are under 18 but above the minimum permitted age for online services in your jurisdiction, you may use the Services only with the involvement of a parent or guardian who accepts these Terms on your behalf.
• Where you register an account, you agree to provide accurate, current, and complete information and to keep it up to date.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately of any unauthorised use or security breach.
• We may suspend or terminate accounts that we reasonably believe are created to circumvent restrictions, to misrepresent their operators, or otherwise in violation of these Terms or applicable law.
• If you use our Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

5Right to use our services

• Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business or personal purposes, in accordance with our documentation and applicable law.
• You may not, and may not permit others to: resell, sublicense, rent, or lease the Services; use them to provide services to third parties for commercial advantage (other than as expressly permitted by your subscription); or use them in a manner that exceeds the usage limits of your plan.
• Some Services expose application programming interfaces (APIs). You may use our APIs only in accordance with their documentation, any rate limits, and these Terms, and you may not attempt to circumvent limits, quotas, or security controls.
• We may update, modify, or develop the Services over time, add or remove features, and change interfaces, provided that we will use reasonable efforts to give advance notice of material changes that adversely affect a paid subscription.

6Acceptable use

You agree not to misuse the Services or assist anyone else in doing so. Prohibited conduct includes, without limitation:

• Violating any applicable law, regulation, or third-party right (including intellectual-property and privacy rights).
• Uploading, transmitting, or generating Content that is unlawful, defamatory, infringing, fraudulent, obscene, or harmful, or that promotes violence, discrimination, or harassment.
• Attempting to interfere with, disrupt, or compromise the integrity, performance, or security of the Services, our systems, or other users' systems — including denial-of-service attacks, credential stuffing, or phishing.
• Reverse engineering, decompiling, disassembling, or deriving the source code of the Services, except to the extent expressly permitted by applicable law.
• Scraping, crawling, or harvesting data from the Services without written permission, or using automated tools in a way that disproportionately loads our infrastructure.
• Accessing, or attempting to access, accounts, systems, or data you are not authorised to access, or bypassing authentication or security measures.
• Sending unsolicited bulk communications (spam), or using the Services to conceal, misrepresent, or spoof your identity or origin.
• Using AI features to generate harmful, misleading, or manipulative output, including deepfakes, large-scale disinformation, or content that impersonates another person without consent.
• Engaging in any conduct that we reasonably determine to be harmful to users, clients, or our business.

7User Content and feedback

• You retain all right, title, and interest in and to your User Content. You are solely responsible for the User Content you submit and for ensuring that it does not violate these Terms, applicable law, or third-party rights.
• By submitting User Content through the Services, you grant us a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, process, transmit, display, reproduce, and modify your User Content solely to the extent necessary to provide, operate, secure, and improve the Services, and to comply with our legal obligations.
• If you provide suggestions, ideas, or feedback about our Services (collectively, "Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and incorporate that Feedback into our products and services without compensation or attribution to you.
• Where you are a client under a Client Engagement, specific ownership and licence terms for deliverables are governed by that separate written agreement and prevail over this section.

8Intellectual property

• All intellectual property rights in and to the Services, our websites, our branding, our trademarks (including "Ozontrix", "Guild", "OzGYM", and "Reach"), and related materials are and will remain the exclusive property of Ozontrix Technologies, Fredx Investments, or our licensors.
• Nothing in these Terms grants you any rights in or to our intellectual property, except the limited right to use the Services described above. Unauthorised use of our trademarks, logos, or branding is prohibited.
• Open-source software included in our Services remains under its own applicable open-source licence, which prevails over these Terms with respect to that software.
• Except as expressly stated, we do not claim ownership of your User Content or of AI Output generated from your prompts or User Content.

9AI-generated output

• Where the Services include AI-assisted features, AI Output is generated automatically and may be inaccurate, incomplete, biased, or outdated. AI Output is provided "as is", without warranties of any kind, and you are responsible for reviewing, verifying, and responsibly using any AI Output before relying on or publishing it.
• You are solely responsible for AI Output you generate or share and for any legal, professional, or commercial consequences of using it. AI Output does not constitute professional, legal, financial, medical, or other regulated advice.
• You agree to comply with the terms, guidelines, and use policies of any third-party AI providers whose models power our features, and you permit us to share your prompts and supporting content with those providers solely to generate the requested output.
• While we employ safeguards and content-moderation measures, we cannot guarantee that AI Output will not contain harmful or objected-to material, and we do not represent that the Services will be free from output that a third party may consider infringing.

10Payments, subscriptions, and refunds

• Fees for paid products and services are described at the point of purchase or in the applicable order or Client Engagement. All fees are exclusive of taxes unless stated otherwise; you are responsible for paying all applicable taxes and duties.
• Where a subscription auto-renews, we or our payment processors will charge the then-current fee to the payment method on file at the start of each renewal period. You may cancel a subscription before its renewal date in accordance with the instructions in the product or by contacting us.
• Refunds: unless stated otherwise at the point of purchase, or where mandatory consumer law provides a longer or different right, paid subscription fees are non-refundable except (a) as required by applicable law, or (b) where we terminate your subscription without cause, in which case we will refund the unused portion of prepaid fees.
• If mandatory law in your jurisdiction grants you a statutory cancellation or cooling-off period (for example, 14 days for EU/EEA and UK consumers), nothing in these Terms limits those rights.
• Late or missed payments may result in suspension of access until payment is received, and we may charge reasonable late fees where permitted by law.
• You agree that we and our payment processors may verify your payment details and share transaction data with fraud-prevention providers. If you dispute a charge, contact us within the period stated on the invoice or withdrawal; we will investigate promptly and in good faith.

11Third-party services and integrations

• The Services may include integrations with, or links to, third-party products, services, websites, and payment providers that are not operated or controlled by us. We provide such access for convenience and do not endorse or warrant any third party or their offerings.
• Your use of any third-party product or service is governed by that provider's own terms and privacy policy, not by these Terms. We are not responsible for any loss or damage arising from your use of third-party services.
• Some product features rely on third-party infrastructure, including cloud providers and AI model providers. Where a third-party service degrades or is unavailable, our corresponding feature may be delayed or unavailable, and we will use reasonable efforts to minimise the impact.

12Confidentiality

• Each party agrees to keep confidential any non-public information designated as confidential or that a reasonable person would understand to be confidential (including source code, business plans, pricing, customer data, and unpublished product roadmaps), and to use it only for the purposes of these Terms or the relevant Client Engagement.
• Confidential information does not include information that is or becomes publicly available without breach of these Terms, that was lawfully known before disclosure, or that is independently developed without use of the disclosing party's confidential information.
• These confidentiality obligations survive termination of these Terms and of any Client Engagement for as long as the information remains confidential under applicable law.

13Data protection and privacy

• Our collection and use of personal information is governed by our Privacy Policy, which forms part of these Terms by reference.
• Where you use our products or services as a client whose users' personal data we process on your behalf, you are the data controller (or data fiduciary) and we act as your processor (or data processor). In that capacity, we will process personal data only in accordance with your documented instructions, the applicable terms of your Client Engagement, and a data-processing agreement (DPA) available on request.
• Each party will implement appropriate technical and organisational measures to protect personal data and will cooperate, as required by law, in handling data-subject requests and in notifying data breaches within the timeframes required by applicable law.
• We will not use the personal data we process on your behalf to market our own services to your end users, except with appropriate consent under applicable law.

14Publicity

We may identify you as a customer or partner — including your name and logo — on our website and in marketing materials, unless you request otherwise in writing within 14 days of engaging our services. For Client Engagements, the parties may agree on specific case-study or reference terms in the separate agreement.

15Disclaimers

To the maximum extent permitted by applicable law, the Services, our websites, and all Content and AI Output are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or uninterrupted or error-free operation.

• We do not warrant that the Services will meet your requirements, operate without interruption, be error-free or secure, or that defects will be corrected.
• We do not warrant any particular business, financial, or performance outcome or return on investment from using our products or services.
• Except as expressly set out in a Client Engagement, we provide our services without any warranty of results, and any forecasts, estimates, or timelines are provided as good-faith estimates only, not guarantees.
• The disclaimer in this section does not affect any warranties that cannot be excluded or limited under the mandatory consumer law of your jurisdiction.

16Limitation of liability

To the maximum extent permitted by applicable law:

• In no event will we (or our parent company, affiliates, officers, directors, employees, or agents) be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, use, or opportunity, whether in contract, tort (including negligence), or otherwise, arising from or relating to these Terms or your use of the Services.
• Our total aggregate liability, together with that of our parent company and affiliates, for all claims arising from or relating to the Services, whether in contract, tort, or otherwise, will not exceed the greater of (a) the amounts you paid to us in the twelve (12) months preceding the claim, or (b) one hundred US dollars (USD 100). For free services, our total aggregate liability will not exceed one hundred US dollars (USD 100).
• Where a Client Engagement applies, the financial caps (if any) agreed in that engagement prevail over this section for claims arising under that engagement.
• Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or mandatory consumer-protection rights.

17Indemnification

• You agree to indemnify, defend, and hold harmless Ozontrix Technologies, its parent company Fredx Investments, and each of their officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to (a) your use of the Services, (b) your User Content or AI Output you generate, (c) your violation of these Terms or applicable law, or (d) your breach of third-party rights.
• For Client Engagements, the parties may agree on a broader or more specific indemnification regime in the separate engagement agreement, which will prevail.
• We will provide you with prompt written notice of any claim covered by this section and reasonable cooperation in defending it, at your expense.

18Term and termination

• These Terms commence when you first access or use the Services and continue until terminated as described below.
• You may stop using the Services at any time and may terminate your account by contacting us or using the applicable account controls. Termination of your account does not relieve you of payment obligations accrued before termination.
• We may terminate or suspend your access to the Services (in whole or in part) immediately and without notice if you materially breach these Terms, including the acceptable-use provisions, or if we are required to do so by law.
• We may also terminate these Terms without cause by providing at least thirty (30) days' written notice, in which case we will refund any prepaid, unused fees on a pro-rata basis.
• Upon termination, your right to use the Services ends immediately and we may delete or render inaccessible your User Content after a reasonable retrieval window (generally not less than 30 days, where we provide the applicable product), except where retention is legally required.

19Suspension of service

• We may suspend access to the Services, in whole or in part, where reasonably necessary to: protect the security or integrity of our systems or users; address an actual or suspected breach of these Terms or applicable law; respond to a security incident or legal requirement; or prevent fraud or abuse.
• Where practicable and not legally prohibited, we will give reasonable advance notice of a suspension and will work to restore service promptly once the cause is resolved.
• Suspension does not relieve you of any fees due, and we are not liable for losses arising from a suspension made in good faith.

20Force majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that the failure or delay is caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics or pandemics, government action, power or telecommunications failures, internet disruptions, or failures of third-party infrastructure. The affected party will use reasonable efforts to mitigate the impact and to resume performance as soon as reasonably practicable.

21No third-party beneficiaries

Except as expressly stated, these Terms do not create any rights for the benefit of any third party, and no third party may enforce any provision of these Terms. Nothing in these Terms limits rights that a consumer may have under mandatory law of their own jurisdiction.

22Governing law and dispute resolution

• These Terms, and any dispute arising out of or in connection with them, will be governed by and construed in accordance with the laws of the Republic of India, without regard to conflict-of-law principles.
• Before commencing any legal proceeding, the parties will attempt in good faith to resolve any dispute by written notice and negotiation for at least thirty (30) days. If the dispute is not resolved, it will be subject to the exclusive jurisdiction of the courts at New Delhi, India, subject always to any mandatory rules of consumer jurisdiction in your place of residence.
• Nothing in this section limits your right to bring proceedings before a court in your place of residence where applicable law, including EU or UK consumer-protection regulation, entitles you to do so, and nothing in these Terms prevents you from seeking redress before a consumer dispute-resolution body where available.
• For business-to-business Client Engagements, the parties may agree on different dispute-resolution provisions in the separate engagement agreement.

23Severability, waiver, and assignment

• If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.
• Our failure to enforce any provision of these Terms is not a waiver of that provision or of our right to enforce it later.
• You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms, in whole or in part, to an affiliate, or in connection with a merger, reorganisation, acquisition, or sale of assets, with notice to you.

24Entire agreement and changes to these Terms

• These Terms, together with our Privacy Policy, Cookie Policy, and (where applicable) a signed Client Engagement, constitute the entire agreement between you and us regarding the subject matter and supersede all prior agreements and understandings.
• We may update these Terms from time to time. When we do, we will update the "Last updated" date and, where changes are material, provide notice on our website or by email. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.
• If you do not agree to revised Terms, you must stop using the Services before the changes take effect.

25Survival

Provisions of these Terms that by their nature should survive termination — including intellectual property, confidentiality, User Content licences, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution — will survive any expiration or termination of these Terms.

26Communications and notices

• We may provide notices to you electronically — by email to your registered address, by posting on our website, or via the Services — and you consent to receive such notices electronically.
• Notices to us should be sent to info@ozontrix.com or by post to Ozontrix Technologies, c/o Fredx Investments, New Delhi, India, India.

27Contact

If you have any questions about these Terms, please contact us at info@ozontrix.com or Ozontrix Technologies, c/o Fredx Investments, New Delhi, India, India.