Terms and Conditions

1. Agreement, Eligibility, and Authority

These Terms and Conditions ("Terms") form a binding agreement between you and Avinya Infotech, the owner and operator of the FormuLabz service ("FormuLabz", "we", "us", or "our"). By accessing or using FormuLabz ("the Service"), you agree to these Terms and to the Privacy Policy.

• You must be at least 18 years old and legally able to enter a binding contract to use the Service or any paid feature.
• If you use the Service for a company, brand owner, manufacturer, laboratory, distributor, or other entity, you represent that you have authority to bind that entity.
• If you do not agree to these Terms, you must not use the Service.

2. Scope of Service and Compliance Responsibility

FormuLabz is intended for operational workflows relating to cosmetics, personal care, and food-related activities only. It is not a legal, regulatory, laboratory, testing, certification, approval, or compliance-assurance service.

• Use of the Service does not make any customer, product, formula, ingredient, label, warning, claim, batch, process, record, facility, or business compliant with the Federal Food, Drug, and Cosmetic Act, MoCRA, FTC advertising and claim requirements, food-law obligations, or any other national, state, provincial, local, or international law, regulation, standard, or guidance.
• You are solely responsible for product development, formulation, ingredient selection, safety, substantiation, testing, labeling, warnings, claims, manufacturing, traceability, distribution, market placement, and legal and regulatory compliance.
• You are responsible for compliance in every jurisdiction where products are developed, manufactured, imported, exported, marketed, distributed, or sold.
• For food-related use, FormuLabz is an organizational and workflow tool only and does not verify, guarantee, or satisfy food safety, labeling, ingredient, traceability, recall, manufacturing, registration, notification, or other food-law obligations.
• FormuLabz does not perform safety testing, stability testing, microbiological testing, toxicological review, laboratory analysis, claim substantiation, labeling review, manufacturing or GMP review, legal review, regulatory review, certification, or approval.
• FormuLabz does not act as and does not assume the role of any manufacturer, distributor, importer, responsible person, certifier, laboratory, regulatory representative, or similar regulated or compliance-related role unless separately agreed in writing.
• You should consult qualified legal, regulatory, scientific, quality, and safety professionals before relying on Service outputs for product launch, labeling, claims, manufacturing, distribution, or sale.

FormuLabz may not be used for nutraceuticals, dietary supplements, drugs, medical devices, or other ingestible or therapeutic products marketed with supplement, therapeutic, functional-health, or similar health-benefit claims unless we expressly authorize that use in a separate written agreement. You must not use the Service or its outputs to create or support claims that would cause a product to be regulated as a more heavily regulated category unless you independently comply with all laws applicable to that category.

3. AI, Outputs, Support, and Documentation

The Service may include AI-assisted features and other automated outputs, including suggestions, templates, calculations, checklists, label text, warning text, and test parameters.

• No AI output, template, calculation, checklist, label text, warning text, test parameter, support response, onboarding assistance, setup guidance, workflow suggestion, or customer-success guidance constitutes legal, regulatory, medical, toxicological, quality-system, or other professional advice.
• Examples, sample workflows, templates, formulas, labels, warnings, calculations, demonstration data, help text, onboarding materials, user guides, and knowledge-base content are illustrative only and do not modify these Terms or create warranties, commitments, regulatory assurances, or guarantees of results.
• Generated outputs, reports, labels, templates, warnings, calculations, and other materials may reflect your own inputs, assumptions, settings, and selected configurations. FormuLabz is not responsible for errors caused by incomplete, inaccurate, outdated, inconsistent, or user-selected inputs or configurations.
• If you export or download any output, report, label, template, warning, or generated document, the same disclaimers, responsibilities, and liability limits continue to apply after export or download.
• References in the Service to regulators, standards, checklists, frameworks, or compliance concepts are informational only and do not mean that FormuLabz is certified under, approved by, endorsed by, or officially affiliated with any regulator, standard-setting body, or certification authority.

4. Accounts, Communications, and Notices

• You are responsible for safeguarding your account credentials and for all activity under your account, including activity by invited users, employees, contractors, or others using your credentials, except to the extent caused by our own fault.
• You must provide accurate, current, and complete account, company, billing, product, and profile information and keep that information current.
• We may send service-related, billing, renewal, security, legal, support, product, feature, and other operational notices by email, in-product banner, dashboard message, account prompt, posted update, or other electronic means we reasonably select. Notice is effective when sent or posted.
• We may continue to send informational notices about product changes, service updates, new features, and new offerings after subscription expiration, subject to the Privacy Policy and applicable law. Those informational communications are not prohibited solicitation under these Terms.
• You are responsible for keeping contact and billing information current. We are not responsible for missed notices caused by outdated or incorrect account information.
• Formal legal notices, dispute notices, and IP complaints to FormuLabz are effective only if sent to the designated legal contact identified in these Terms or as later updated by us. Notices sent only through support chat, contact forms, or social media are not effective formal notice.

5. Plans, Billing, Taxes, Refunds, and Renewals

Paid plans and purchases are billed in advance through Stripe or another designated payment processor.

• Annual plans renew automatically every 12 months unless canceled before the renewal date. If auto-renew has been turned off, access continues through the current paid term and then ends without prorated refund.
• Introductory offers and AI prompt packs are one-time purchases. Introductory access does not automatically convert into an annual subscription.
• By purchasing a paid subscription or other paid feature, you authorize FormuLabz and its payment processor to charge the applicable fees, taxes, renewals, and other disclosed amounts to your selected payment method at the disclosed billing interval until cancellation or expiration in accordance with these Terms.
• Fees are non-refundable except where required by applicable law. No prorated refunds, credits, or partial-period adjustments will be provided except where required by applicable law.
• If we issue a refund, any non-refundable payment-processor fees, including Stripe processing fees and applicable refund-processing, currency-conversion, chargeback, or similar third-party transaction costs, may be deducted from the refunded amount to the extent permitted by law.
• Price changes apply prospectively only. For existing subscriptions, a new price applies no earlier than the next renewal period after any notice required by applicable law or these Terms.
• Promotional pricing, discounts, credits, coupons, and introductory offers may be conditioned, limited, corrected, withdrawn, or made unavailable based on jurisdiction, account type, prior purchase history, compliance status, or anti-abuse rules.
• We may correct obvious administrative, billing, pricing, promotion, plan-assignment, currency-conversion, or technical errors and may cancel or refuse an affected transaction if reasonably necessary.
• We do not provide any service-level agreement, guaranteed uptime, guaranteed response time, or guaranteed support resolution time unless separately agreed in writing.

5.1 Taxes

• You are responsible for all applicable sales tax, VAT, GST, use tax, withholding tax, duties, levies, assessments, and similar governmental charges arising from your purchase or use of the Service, except taxes based on FormuLabz's or Avinya Infotech's net income.
• You must provide any valid tax ID, exemption certificate, resale certificate, business status evidence, or other documentation needed for tax treatment. If you do not provide sufficient documentation in time, we may charge taxes based on the information reasonably available to us.
• We may rely on country, billing address, IP or location signals, payment information, tax ID status, account profile data, third-party tax engines, and processor information when determining tax treatment, unless and until you provide corrected valid documentation. Tax treatment may be corrected prospectively or retroactively if the underlying information changes or is found inaccurate.
• If withholding tax applies, you must gross up payments so that Avinya Infotech receives the full amount it would have received absent the withholding, except where prohibited by applicable law.
• Tax refunds or adjustments, if any, will be handled only after we receive sufficient supporting documentation and only to the extent we can lawfully issue the adjustment or obtain corresponding relief.
• We may restrict, refuse, suspend, defer, or make unavailable service, self-serve transactions, renewals, or jurisdiction access where local tax registration, local establishment, local hosting, local-language contracting, local entity presence, payment-provider support, or other legal or operational setup would be required or impractical unless separately agreed in writing.

Nothing in these Terms limits or excludes any rights that cannot be lawfully limited or excluded under applicable consumer protection or other mandatory laws.

6. Data, Hosting, Privacy, and Cross-Border Processing

• You retain ownership of the data, records, files, documents, formulas, labels, product information, and other materials you submit to the Service ("Customer Data").
• You grant FormuLabz a limited, non-exclusive, revocable right to host, store, reproduce, process, transmit, display, index, convert, analyze, and otherwise use Customer Data solely as reasonably necessary to provide, operate, secure, support, maintain, and improve the Service, subject to these Terms and the Privacy Policy.
• Customer documents, files, attachments, and data may be hosted, stored, backed up, or processed by third-party cloud, infrastructure, hosting, storage, AI, email, monitoring, payment, and other service providers selected by FormuLabz. Those providers may have their own service terms and privacy policies.
• By using the Service, you authorize cross-border transfer, remote access, hosting, backup, and processing of Customer Data by FormuLabz and its providers as reasonably necessary to operate the Service, subject to the Privacy Policy and applicable law.
• You are responsible for ensuring that you have all necessary rights, notices, consents, lawful bases, permissions, and internal approvals required to upload or use personal data, employee data, customer data, supplier data, or other regulated information in the Service.
• If a jurisdiction requires additional transfer terms, local compliance terms, or special approvals for your intended use, you are responsible for determining that need and requesting any required separate arrangements before using the Service for that data. Nothing in these Terms obligates FormuLabz to provide local data residency, local hosting, local entity presence, local-language contracting, or jurisdiction-specific compliance documentation unless separately agreed in writing.
• FormuLabz is not intended to serve as your sole system of record for legal retention, employment records, regulated personal-data archives, or statutory filing repositories unless separately agreed in writing.
• We may use summarized and aggregated information, provided it does not identify and is not reasonably linkable to any customer, individual, company, product, formula, or confidential business information.
• We do not sell, rent, or disclose Customer Data or personal data to third parties for their own independent marketing, advertising, partner, cross-promotional, or similar outreach. This does not prevent FormuLabz from sending its own promotional or sponsored communications as described in the Privacy Policy.

7. Confidentiality

Each party may receive non-public confidential information from the other party in connection with the Service.

• FormuLabz and Avinya Infotech confidential information includes the Service, software, design, workflows, templates, pricing, proprietary methods, non-public product plans, and related technical or business information.
• Your confidential information includes your non-public business, product, formula, ingredient, testing, operational, commercial, and account information that is not publicly available.
• Each party must use at least reasonable care, and no less than the care it uses for its own similar confidential information, to protect the other party's confidential information.
• Each party may use the other party's confidential information only as necessary to use, provide, support, receive, or enforce the Service and the parties' relationship under these Terms.
• Each party may disclose confidential information only to employees, contractors, advisors, affiliates, and service providers who have a need to know it for those purposes and who are bound by confidentiality obligations.
• These obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed, or lawfully obtained from another source without a duty of confidentiality.
• A party may disclose confidential information where required by law, subpoena, regulator, court order, or other lawful process, and may provide notice where legally permitted.
• Upon request or after termination, each party must stop using and return or delete the other party's confidential information, except where retention is required by law, audit obligations, backup systems, tax or accounting requirements, dispute preservation, or the Privacy Policy and stated retention periods.
• Confidentiality obligations continue for as long as the information remains confidential.

8. Ownership, Intellectual Property, and Limited License

• The Service, software, interface, design, workflows, templates, branding, reports, layouts, system logic, and all related intellectual property rights belong to Avinya Infotech, the owner of FormuLabz, except for your Customer Data.
• Purchase of a subscription, intro offer, AI prompt pack, or other paid feature gives you only a limited, revocable, non-transferable right to use the Service during the applicable term. No ownership in the Service, workflow, design, software, or intellectual property is transferred to you.
• You may not copy, reproduce, republish, imitate, mirror, frame, white-label, resell, sublicense, create derivative works from, or present FormuLabz or its design, workflow, or proprietary system logic as your own without our prior written permission.
• You may not remove, obscure, alter, or bypass copyright notices, proprietary notices, branding, attribution, watermarks, subscription indicators, or other identifiers provided by FormuLabz.
• You may use the names "FormuLabz" and related product identifiers only to truthfully identify the Service and not in a way that implies sponsorship, ownership, endorsement, or affiliation beyond your actual authorized use.
• Your trademarks, logos, and brand names remain your property. FormuLabz may use them only with your permission or as otherwise allowed in a separate written agreement.
• If you submit feedback, feature requests, workflow suggestions, or improvement ideas, you grant FormuLabz a perpetual, worldwide, non-exclusive, royalty-free right to use them without restriction or compensation.
• If you voluntarily submit a testimonial, review, quote, case study, or other endorsement directly to us for reuse or publication, you grant us a non-exclusive right to use, reproduce, display, and publish that content, subject to any separate branding permissions you approve.

9. Acceptable Use, Misuse, and Abuse

You may not use the Service in any unlawful, abusive, unsafe, deceptive, or unauthorized way.

• Use the Service for unlawful purposes or in violation of applicable law.
• Use the Service for excluded product categories or to create or support claims that would move a product into a more heavily regulated category without independently satisfying all applicable laws.
• Share credentials, share seats beyond the purchased plan, resell access, assign a subscription without permission, or allow unrelated third parties to use one account or subscription.
• Upload, import, submit, or share content unless you have the rights and permissions to do so.
• Post or distribute false, defamatory, misleading, infringing, confidential, unlawful, or undisclosed sponsored content about FormuLabz through reviews, social media, testimonials, or endorsements. Honest reviews are not prohibited, but material connections must be clearly disclosed where required by law.
• Use robots, bots, scripts, browser automation, API workarounds, hacking tools, exploit kits, credential tools, proxy farms, or other automated or technical means to access or interact with the Service except through methods we expressly allow.
• Scrape, harvest, systematically extract, copy, benchmark, map, mirror, learn from, or use any automated or manual means to obtain FormuLabz content, outputs, prompts, workflows, layouts, response patterns, datasets, or UI behavior for competitive use, model training, replication, or unauthorized commercial purposes.
• Reverse engineer, probe, scan, test, bypass, defeat, or attempt to discover vulnerabilities, model behavior boundaries, hidden prompts, private datasets, internal system logic, filters, usage guards, moderation systems, paywalls, subscription checks, geo restrictions, plan limits, quotas, seat limits, feature gates, prompt limits, billing controls, or policy restrictions, whether or not the attempt succeeds.
• Use the Service in a way that interferes with, degrades, overloads, or disrupts the Service, its infrastructure, other users, or connected third-party services, including by abusive prompting, excessive automation, abusive extraction, or unreasonable usage patterns.
• Upload malware, ransomware, spyware, destructive code, phishing material, credential-harvesting content, or anything intended to compromise the confidentiality, integrity, or availability of FormuLabz, its users, or third-party providers.
• Impersonate any person or entity, misrepresent affiliation, hide account ownership, or use false company, billing, tax, or identity information.

10. Service Changes, Third-Party Services, and Availability

• FormuLabz may change, remove, restrict, discontinue, rename, repackage, restructure, or replace features, integrations, plans, entitlements, self-serve availability, support models, onboarding availability, and workflow behavior at any time, subject to applicable law and any separate written agreement.
• Some features, jurisdictions, transactions, or self-serve purchases may be unavailable or restricted based on country, billing country, sanctions risk, payment-provider limitations, business-profile completeness, account status, or other policy or risk considerations.
• We may use subcontractors, affiliates, and service providers to host, operate, secure, support, maintain, and improve the Service.
• Third-party services, AI providers, payment processors, infrastructure providers, references, external links, databases, and integrations may change, fail, or become unavailable. We do not guarantee their continued availability, compatibility, performance, accuracy, completeness, currency, or legal effect.
• FormuLabz may offer beta, preview, experimental, or early-access features. Those features may be incomplete, changed, withdrawn, unsupported, or subject to separate limits at any time.
• We may perform maintenance, updates, migrations, security changes, or emergency interventions that temporarily affect availability, features, or performance. Scheduled or emergency downtime does not create a refund obligation unless required by law or separately agreed in writing.
• We use commercially reasonable administrative, technical, and organizational measures intended to protect the Service and customer data, but no software, system, algorithm, or transmission method is foolproof or completely secure.

11. Suspension, Restriction, Investigation, and Termination

FormuLabz may investigate suspected violations, preserve relevant records, cooperate with lawful authorities, and choose the least disruptive measure we consider reasonably appropriate, including warning, content removal, feature restriction, read-only mode, transaction blocking, temporary suspension, or termination.

• We may suspend, restrict, remove content, block transactions, or terminate access if we reasonably believe there is a breach of these Terms, misuse, abusive or excessive usage, nonpayment, payment reversal, inaccurate or unverified billing or account information, security risk, suspected compromise, unlawful or infringing content, misleading or unsafe content, sanctions or export restrictions, duplicate or invalid accounts, inactivity, refusal to cooperate with reasonable verification, or other legal, operational, or compliance risk.
• We may act immediately and without prior notice where we reasonably believe immediate action is necessary to protect the Service, other users, third parties, compliance, payment integrity, system integrity, or security.
• Where we consider it appropriate and feasible, we may allow a cure period or remediation steps before termination, but we are not required to do so.
• Suspension, restriction, or termination does not waive amounts already owed, does not create a refund right except where required by law, and does not prevent us from pursuing other remedies.
• After cancellation, expiration, suspension, or termination, access may end or become read-only, certain features may be disabled, and retention or deletion of data will be handled in accordance with the Privacy Policy and stated retention periods.
• We may retain archived copies, audit logs, billing records, account history, system evidence, and limited residual backups after deletion or termination for legal, tax, accounting, security, fraud-prevention, backup, audit, and dispute-resolution purposes.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

• To the fullest extent permitted by applicable law, FormuLabz disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, availability, security, and uninterrupted or error-free operation.
• We do not warrant that the Service or any output, calculation, record, template, checklist, label text, warning text, or AI-assisted content is accurate, complete, current, lawful, or suitable for any purpose.
• We do not warrant that any formula, product, ingredient, label, warning, claim, batch, process, record, workflow, or exported material created, stored, or managed through the Service is safe, effective, marketable, compliant, or acceptable in any jurisdiction.
• We do not warrant that the Service will prevent regulatory violations, recalls, consumer claims, injuries, adverse reactions, labeling errors, food-safety issues, security incidents, or other losses.

13. Limitation of Liability

• To the fullest extent permitted by applicable law, FormuLabz and its affiliates, officers, directors, employees, contractors, licensors, and service providers are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the Service, your use of the Service, or any output, content, suggestion, workflow, or record generated, stored, displayed, transmitted, exported, or downloaded through the Service.
• Without limitation, FormuLabz is not liable for recalls, regulatory actions, warning letters, fines, penalties, labeling violations, food safety or traceability failures, recall-related losses, consumer claims, product injury claims, adverse reactions, lost profits, lost business, lost data, business interruption, reputational harm, security incidents, unauthorized access, or other commercial losses arising out of or relating to your products, formulas, ingredients, labels, warnings, claims, testing, manufacturing, traceability, distribution, market placement, user inputs, or reliance on the Service.
• To the fullest extent permitted by applicable law, FormuLabz's total aggregate liability arising out of or relating to the Service will not exceed the total subscription fees paid by you to FormuLabz during the twelve (12) months immediately preceding the event giving rise to the claim, excluding one-time AI prompt pack purchases, AI credits, or other separately metered AI-related charges.
• Nothing in these Terms limits or excludes any liability or rights that cannot be limited, excluded, or waived under applicable consumer protection or other mandatory law.

14. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless FormuLabz, Avinya Infotech, and their affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• your products, formulas, ingredients, specifications, labels, warnings, marketing materials, claims, directions for use, testing, manufacturing, traceability, distribution, market placement, recall activity, or sale;
• your food-related operations, including food safety, ingredient, labeling, traceability, recall, manufacturing, registration, notification, or other food-law obligations;
• your failure to comply with applicable law, regulation, standard, or guidance in any jurisdiction where products are developed, manufactured, imported, exported, marketed, distributed, or sold;
• your use of or reliance on the Service or any output, recommendation, template, calculation, checklist, label text, warning text, or AI-assisted content;
• consumer complaints, injuries, adverse reactions, recalls, enforcement actions, warning letters, or regulatory investigations related to products or records you create, manage, market, distribute, or sell using the Service; and
• your breach of these Terms, violation of another person's rights, misuse of intellectual property, misuse of confidential information, or unlawful content or conduct.

Nothing in this Section limits or excludes any liability or rights that cannot be limited, excluded, or waived under applicable consumer protection or other mandatory law.

15. Governing Law, Venue, Claims, and Equitable Relief

• These Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-law rules.
• Any dispute arising out of or relating to these Terms or the Service must be brought exclusively in the applicable state or federal courts located in New Jersey. There is no arbitration under these Terms unless FormuLabz later agrees to it in a separate written contract.
• To the extent permitted by law, any claim arising out of or relating to the Service must be brought within three (3) months after the event giving rise to the claim.
• Unauthorized copying, misuse of intellectual property, scraping, circumvention, competitive extraction, or breach of confidentiality may cause irreparable harm. FormuLabz and Avinya Infotech may seek injunctive or equitable relief in New Jersey courts in addition to any other available remedies.

16. General Terms

• We may update these Terms from time to time. We will provide notice of material changes as required by applicable law. Material changes may require re-acceptance before continued use of the Service or before specified actions, to the extent permitted by law.
• The Privacy Policy is incorporated by reference. If there is a direct conflict between these Terms and the Privacy Policy on a contractual issue, these Terms control, while the Privacy Policy governs disclosures about data handling unless mandatory law requires otherwise.
• These Terms control over marketing pages, sales materials, demos, help content, onboarding materials, support communications, purchase orders, vendor portals, and other unilateral documents, unless a separate written agreement signed by Avinya Infotech or non-waivable mandatory law expressly provides otherwise.
• You may not assign, transfer, resell, sublicense, or otherwise make your subscription or account available to another person or entity without our prior written consent. FormuLabz may assign these Terms or transfer the Service in connection with a merger, acquisition, restructuring, sale of assets, or affiliate reorganization.
• We are not responsible for delays, outages, or failures caused by events beyond our reasonable control, including cloud-provider failures, internet outages, cyber incidents, power failures, labor disruptions, natural disasters, or government actions.
• No waiver is effective unless in writing, and delay or failure to enforce a right does not waive that right.
• If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be enforced to the maximum extent permitted by law or interpreted as closely as possible to its original intent.
• These Terms benefit only you and FormuLabz / Avinya Infotech and do not create third-party beneficiary rights except for permitted successors and assigns.
• Section headings are for convenience only and do not affect interpretation.
• Any translation or localized version of these Terms is for convenience only. The English-language version controls in the event of conflict.
• Sections that by their nature should survive cancellation or termination survive, including ownership, confidentiality, data and license rights, disclaimers, limitation of liability, indemnification, payment obligations accrued before termination, dispute provisions, and general enforcement rights.

17. Contact

Legal notices: legal@formulabz.com
Privacy: privacy@formulabz.com
Support: support@formulabz.com