Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and UTC Labs ("Company", "we", "us", or "our"), concerning your access to and use of the Site and the Service, each as defined in the Definitions section below. You agree that by accessing the Site or using the Service, you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE SERVICE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right to make changes or modifications to these Terms at any time. When we make changes, we will update the "Last updated" date at the top of these Terms and notify you by email at the address associated with your Account. Your continued use of the Site or the Service after the effective date of a revised version of these Terms constitutes your acceptance of those changes. If you do not agree with the revised Terms, you must stop using the Site and the Service and, where applicable, cancel your subscription before the changes take effect.

The Site and the Service are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site or use the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site and the Service are intended for users who are at least 18 years old, or at least 16 years old if you reside in the European Economic Area. By accessing the Site or using the Service, you represent that you meet this minimum age requirement.

Definitions

Capitalized terms used in these Terms have the meanings set out below.

"Site" means our public marketing website at apiroc.com and any related media, channels, or pages where these Terms are presented.
"Service" means the Apiroc unified calendar API product, including the API available at api.apiroc.com, the web dashboard at app.apiroc.com, our developer documentation at docs.apiroc.com, outbound webhooks, and any other features, functionality, tools, or updates we make available through or in connection with them, now or in the future.
"Account" means the registered Apiroc account through which you access the Service.
"Organization" means the workspace within the Service through which one or more users collaborate, managed by one or more administrators ("Admins") who may invite, manage, and remove members and manage billing.
"Application" means an application you register within your Organization to obtain API credentials and to connect End User calendar accounts.
"End User" means a user of your Application, or any person on whose behalf a calendar account is connected to the Service through your Application.
"Customer Data" means any data you or your End Users submit to or generate through the Service, including End User calendar credentials and the calendar data processed through the API on your behalf.
"API Keys" means the secret credentials issued to your Application for authenticating requests to the API.

Who Is Covered by These Terms

These Terms apply differently depending on how you use the Service:

Individual user. If you use the Service as an individual for your own purposes, these Terms apply to you directly and you are responsible for compliance.

Individual acting for an organisation. If you accept these Terms or use the Service on behalf of an organisation, you represent that you have the authority to bind that organisation, and the organisation is responsible for compliance under these Terms.

Organizations. If you use the Service through an Organization, the Organization (acting through its Admins) is the customer, and these Terms govern its use of the Service and the use by its members. Admins control which members have access, manage billing, and may add, suspend, or remove members at any time. Members should refer to their Admin for questions about Account configuration, data access within the Organization, and de-provisioning.

Order of precedence. If your organisation has signed an order form, data processing addendum, or other negotiated written agreement with us, the terms of that agreement apply to the use of the Service by your Organization and take precedence over these Terms to the extent of any conflict. In the absence of such an agreement, these Terms govern in full.

Effect of member removal. When an Admin removes a member from an Organization, that member's access to the Service through the Organization ends immediately. Applications, API Keys, End User connections, and other artefacts created by the removed member remain under the Organization's control unless an Admin chooses to delete them. We retain personal data associated with the removed member in accordance with the retention rules described in our Privacy Policy.

License to Use the Service

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term, including the right to make calls to the API from your Applications in accordance with our documentation and the plan limits applicable to your subscription. The Service is licensed, not sold, and we retain all rights not expressly granted to you.

You are also granted a limited license to view the Site and to download or print a copy of any portion of its content for personal, non-commercial reference. This license does not extend to the redistribution, republication, or commercial use of Site content.

Intellectual Property Rights

Unless otherwise indicated, the Site and the Service are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site or in the Service (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws, international copyright laws, and international conventions. The Content and the Marks are provided "AS IS" for your information and personal use only. Except as expressly provided in these Terms, no part of the Site, the Service, the Content or the Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

User Representations

By accessing the Site or using the Service, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms; (2) you are at least 18 years old, or at least 16 years old if you reside in the European Economic Area; (3) you will not access the Site or the Service through automated or non-human means, whether through a bot, script, or otherwise, except as expressly permitted through the API and its documented terms; (4) you will not use the Site or the Service for any illegal or unauthorized purpose; and (5) your access to the Site or use of the Service will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Site or the Service (or any portion thereof).

Customer Data

Customer Data means any data you or your End Users submit to or generate through the Service, including End User calendar credentials and the calendar data processed through the API on your behalf.

Ownership

You retain all right, title, and interest in and to Customer Data. We do not claim ownership of Customer Data.

License you grant to us

You grant UTC Labs a worldwide, royalty-free, non-exclusive, sublicensable (to our sub-processors strictly for operating the Service) license to host, store, process, transmit, cache, back up, troubleshoot, and otherwise use Customer Data as reasonably necessary to provide, secure, support, and improve the Service. We do not sell Customer Data, and we will not use the content of your Customer Data to train artificial intelligence or machine learning models without your express prior permission.

Your warranties about Customer Data

You represent and warrant that: (1) you have all rights, permissions, and consents necessary to submit Customer Data to the Service and to permit our processing of it as described in these Terms and our Privacy Policy; (2) Customer Data and your use of the Service do not infringe any third party's intellectual property, privacy, publicity, or other rights, and do not violate any applicable law; and (3) Customer Data does not include data subject to special legal regimes that the Service is not designed to handle, including but not limited to (a) protected health information under the U.S. Health Insurance Portability and Accountability Act (HIPAA), (b) financial data subject to the U.S. Gramm-Leach-Bliley Act (GLBA), or (c) special categories of personal data within the meaning of Article 9 of the EU General Data Protection Regulation (such as data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic data, biometric data, data concerning health, or data concerning a person's sex life or sexual orientation).

If we reasonably believe Customer Data violates these warranties or otherwise poses a risk to the Service or to third parties, we may remove or disable the relevant content and suspend or terminate the affected Account, without prejudice to any other remedies available to us.

End Users

Your Applications allow third parties (your End Users) to connect their calendar accounts to the Service, to have their calendar data processed through the API, and otherwise to interact with the Service through the features you build on it. The following responsibilities apply to your use of the Service in relation to End Users.

You are responsible for your Applications and for your End Users' interaction with the Service through them, including presenting your own terms of service and privacy notice to your End Users and ensuring that End Users are at least the minimum age required to use your Application in their jurisdiction.

Your Applications are your products. We provide the API only: we are not a party to any relationship between you and your End Users or other users of your Applications, we do not review, approve, or endorse your Applications, and, as between you and us, you bear sole responsibility and liability for your Applications and for anything you build, offer, or operate using the Service, including any claim, dispute, or legal proceeding arising from them.

You are responsible for obtaining and documenting any consents, providing any privacy notices, and complying with any other legal obligations required under applicable data-protection, marketing, or consumer-protection laws before you connect an End User's calendar account or otherwise collect End User data through the Service. This includes, where required, the consent or notice for UTC Labs to process End User data on your behalf.

You must not use the Service to send End Users unsolicited communications, harvest End User data for purposes unrelated to the functionality your Application provides to them, or otherwise misuse End User data. Misuse of End User data may result in suspension or termination of your Account in addition to any liability you may have to your End Users or under applicable law.

If an End User asks you to exercise data-protection rights (such as access, rectification, or deletion) over data processed through your Application, you are the controller for that data and primarily responsible for handling the request. UTC Labs will provide reasonable assistance as your processor on request.

Cooperation and Account Security

You agree to provide reasonable cooperation with information or assistance we need to deliver the Service, investigate suspected misuse, comply with our legal obligations, or respond to legal process directed at the Service.

You are responsible for safeguarding the credentials, API Keys, and devices that allow access to your Account and Applications, and for the activity that takes place under them. You must store API Keys securely, must not embed them in publicly accessible client-side code or repositories, and must not share Account credentials or API Keys with anyone outside your organisation. Rotate any API Key you suspect has been compromised.

You agree to notify us promptly at contact@utclabs.com if you suspect that your Account credentials or API Keys have been compromised, that someone is using your Account without your authorisation, or that personal data of others processed through your Account has been disclosed in a way that was not intended.

Billing

Certain portions of the Service are currently free, but we reserve the right to charge for other portions or all of the Service in the future. We will notify you before any part of the Service you are then using begins carrying a fee, and if you wish to continue using it, you must pay all applicable fees. If you choose to upgrade to a paid plan, you will pay the applicable fees set forth during the subscription process. The subscription fee for the paid plan (the "Subscription Fee") will be charged to you in advance, using the payment method you provided during the subscription process.

Purchases are processed by our reseller Paddle.com, which acts as the Merchant of Record for those orders and handles related billing inquiries and refunds under its own terms.

You may cancel a subscription at any time to prevent the subscription from renewing at the end of the then-current billing cycle.

Subscription Fees are non-refundable. Your subscription will automatically renew in accordance with the billing plan that you selected. We may change the Subscription Fee upon notice to you, but such change will only take effect once your then-current subscription term has ended. If you do not wish to pay the new Subscription Fee, your only remedy shall be to cancel or downgrade your subscription.

For auto-renewing subscriptions, your renewal Subscription Fee will not increase by more than 10% over the immediately preceding term's Subscription Fee unless we have provided you with at least 30 days' written notice (sent to the email address associated with your Account) of the higher increase before the start of the renewal term. You may cancel your subscription at any time before the renewal date to avoid any change in price.

EU/EEA consumer right of withdrawal. If you are a consumer (a natural person acting outside your trade, business, craft, or profession) habitually resident in the European Economic Area or the United Kingdom, Article 9 of the EU Consumer Rights Directive (2011/83/EU) gives you the right to withdraw from your initial purchase of a subscription within 14 days, without giving any reason. The 14-day period runs from the day on which the contract is concluded. To exercise the right, send a clear statement of your decision to withdraw to contact@utclabs.com before the 14-day period expires. If you exercise the right, we will refund the Subscription Fees you paid, less a pro-rata amount reflecting any Service you used during the 14-day period. This right does not apply to renewals of an existing subscription.

Data Processing

When you use the Service, your Applications process personal data of third parties, above all your End Users (for example, their calendar credentials and calendar data). For that personal data, you act as the controller under the EU General Data Protection Regulation and equivalent laws, and UTC Labs acts as your processor.

Our standard Data Processing Addendum (DPA), incorporating GDPR Article 28 terms and the European Commission's Standard Contractual Clauses where international transfers apply, is incorporated into these Terms by reference when you process personal data through the Service. Customers who require a counter-signed copy may request one at contact@utclabs.com.

For your own Account data (your name, email, billing information, and similar), UTC Labs is the controller. Our processing of that data is described in our Privacy Policy.

Data Sharing

We share personal data with vendors, third-party service providers and agents who work on our behalf and provide us with services related to the purposes described in our Privacy Policy and these Terms.

For the current list of sub-processors that handle personal data on our behalf (including infrastructure, payments, email delivery, analytics, and observability providers), see our Sub-processors page.

We also share personal data when necessary to complete a transaction initiated or authorized by you or provide you with a product or service you have requested. These parties also include:

Third-party calendar providers whose accounts you or your End Users connect through the Service
Your End Users, to the extent your Application directs us to process or return their data
Other parties authorized by you

We also share information with third parties when you have given us consent to do so. We also share personal data when we believe it is necessary to:

Comply with applicable law or respond to valid legal process, including from law enforcement or other government agencies
Protect us, our business or our users, for example to enforce our terms of service, prevent spam or other unwanted communications, and investigate or protect against fraud
Maintain the security of our products and services

Furthermore, if we choose to buy or sell assets, user information is typically one of the transferred business assets. Moreover, if we, or substantially all of our assets, are acquired, or if we go out of business or enter bankruptcy, user information would be one of the assets that is transferred or acquired by a third party, and we would share personal data with the party that is acquiring our assets. You acknowledge that such transfers may occur, and that any acquirer of us or our assets may continue to use your personal information as set forth in this policy.

Data Retention

We retain personal data only for as long as necessary for the purposes for which it was collected, or for longer where required by applicable law (for example, tax and accounting obligations).

For per-category retention periods, see our Privacy Policy.

Security Measures

We protect personal data using reasonable technical and organizational measures, including encryption in transit and at rest, isolated production databases accessible only through authenticated network paths, role-based access controls for personnel, automated encrypted backups, and periodic security reviews of our sub-processors. We do not sell personal data to third parties.

For the full list of security measures, see our Privacy Policy.

Calendar Providers and Third-Party Integrations

Core features of the Service depend on integrations with third-party calendar providers, including Google, Microsoft, Apple, and other CalDAV servers. These providers are not under our control.

When you or your End Users connect a calendar account to the Service, you authorise the transfer of data between the Service and that provider as needed to deliver the features you use. That data exchange is governed by the third-party provider's own terms and privacy policy in addition to ours.

Third-party providers may change, suspend, or terminate their services, APIs, or data-access permissions at any time and without notice to us. We may be required to modify, restrict, or remove integrations or features that depend on a third-party provider, and we are not liable for any resulting interruption to the Service, loss of data, or change in functionality.

We do not control and are not responsible for the availability, accuracy, reliability, security, retention, or privacy practices of any third-party provider. Calendar events written to or read from a third-party provider may continue to exist on that provider's systems after the corresponding connection or data is removed from the Service, in accordance with the provider's own retention policies.

Prohibited Activities

The list below supplements, and does not replace, the rules described elsewhere in these Terms, including End Users, Cooperation and Account Security, Customer Data, and Fair Use. Violation may result in suspension or termination of your Account and any other remedies available to us under law or these Terms.

You must not:

Use the Service in violation of applicable law or of these Terms, or to harass, defraud, or harm us, our personnel, our users, or your End Users.
Use the Service, or any data obtained through it, to build, offer, or operate a product or service for the purpose of copying events between two or more calendar providers, including any functionality that propagates or mirrors calendar events between two or more electronic calendars (for example, calendar synchronisation products).
Interfere with, disrupt, or place an unreasonable load on the Service, our infrastructure, the networks connected to the Service, or other users' use of the Service.
Probe, scan, or test the security of any part of the Service or related systems you are not authorised to use; circumvent or attempt to circumvent any authentication, authorisation, rate-limiting, or access-control measure; or attempt to access source code, binaries, infrastructure, internal tools, databases, environment variables, configuration, or any other non-public component of the Service that we have not made available to you as part of your Account. Coordinated security research is welcome through any responsible-disclosure channel we publish; unsolicited penetration testing of the Service or its infrastructure is prohibited.
Reverse engineer, decompile, disassemble, deobfuscate, or otherwise attempt to derive the source code, algorithms, data models, schemas, or trade secrets of the Service or any component of it, or use any tool or process designed to extract such information. This restriction does not apply to the extent applicable law (such as Article 6 of EU Directive 2009/24/EC for interoperability purposes) prohibits us from restricting that activity.
Copy, modify, distribute, sell, lease, sublicense, host as a service, mirror, frame for redistribution, or create derivative works of any part of the Service, the Site, or our Content beyond what these Terms expressly permit; or remove, obscure, or alter any copyright notice, trademark, watermark, brand mark, or other proprietary-rights notice contained in the Service or our Content.
Use the Service, or any data, benchmarks, or insights derived from your use of the Service, to develop, train, operate, market, or improve a product or service that competes with Apiroc; or publicly disclose non-public information about the operation, performance, or internals of the Service without our prior written consent.
Access the API other than through your own registered Applications and valid API Keys; exceed published rate limits; or resell, sublicense, or redistribute raw access to the API (for example, by sharing API Keys with third parties or offering pass-through access to the API as such) rather than building your own product on top of it.
Bypass or attempt to bypass any subscription tier, plan limit, or feature gating implemented in the Service; or share, sell, sublicense, or otherwise transfer Account credentials, license keys, API Keys, or Organization invite codes except as expressly permitted by these Terms or by a written agreement between you and us.

Fair Use

The Service shares infrastructure across all customers, and published rate limits and plan quotas apply to your use of the API. If we reasonably determine that your use places disproportionately high demands on the Service, harms our infrastructure, degrades the experience for other customers, or has the characteristics of automated abuse (including excessive request frequency, scripted scraping, or similar patterns), we may immediately throttle, restrict, suspend, or terminate your access, with or without prior notice, to protect the Service and its users.

We will act in good faith, take into account the legitimate needs of your use case, and where practical contact you to discuss alternatives before imposing lasting restrictions.

Feedback and Submissions

You are not required to provide us with questions, comments, suggestions, ideas, or other feedback about the Service or the Site ("Feedback"). If you choose to do so, you grant us a perpetual, worldwide, royalty-free, non-exclusive, sublicensable, irrevocable licence to use, copy, modify, disclose, publish, distribute, and otherwise exploit that Feedback for any lawful purpose, including improving and promoting the Service, without obligation to credit or compensate you. You represent that any Feedback you submit is your own or that you have the right to submit it, and you agree that we may treat Feedback as non-confidential, without prejudice to information you mark as Confidential Information and that meets the definition in the Confidentiality section of these Terms. To the extent any moral rights in the Feedback cannot be transferred or waived under applicable law, you agree not to assert those rights against us or anyone we authorise to use the Feedback.

We have no obligation to act on or implement any Feedback, and we may develop similar ideas, features, or products independently or with others.

Links to Other Websites

Our Site may contain links to websites operated by third parties (for example, blog references, integration partner pages, and our social media profiles). We provide these links as a convenience and do not endorse, monitor, or control the linked websites. We are not responsible for the content, accuracy, privacy practices, or security of any linked website, and your use of those websites is governed by their own terms and policies. This section is separate from, and does not replace, the rules that apply to calendar providers and other third-party integrations (see "Calendar Providers and Third-Party Integrations").

Site and Service Management

We reserve the right, but not the obligation, to: (1) monitor the Site and the Service for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable any Customer Data, in whole or in part; (4) in our sole discretion and without limitation, notice, or liability, remove from the Site or the Service or otherwise disable any files or content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site and the Service in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Service.

Copyright Infringements

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

Term and Termination

These Terms shall remain in full force and effect while you access the Site or use the Service. We may terminate or suspend your Account and bar your access to the Site or the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms.

If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the Site. We also reserve the right to modify or discontinue all or part of the Site or the Service without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Service, except as expressly provided in the Performance Warranty section.

We cannot guarantee the Site or the Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Service at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Service during any downtime or discontinuance, except as expressly provided in the Performance Warranty section. Nothing in these Terms will be construed to obligate us to maintain and support the Site or the Service, or to supply any corrections, updates, or releases in connection therewith.

Governing Law

These Terms are governed by and construed in accordance with the laws of Albania. Subject to the consumer-protection paragraph below, you and UTC Labs agree that the courts of Albania have exclusive jurisdiction to resolve any dispute arising out of or relating to these Terms or the Service.

If you are a consumer (a natural person acting outside your trade, business, craft, or profession) habitually resident in the European Economic Area or the United Kingdom, you also have the benefit of any mandatory provisions of the consumer-protection laws of your country of habitual residence that cannot be excluded by agreement, and nothing in these Terms removes those rights. You may also bring proceedings to enforce those rights in the courts of your country of habitual residence (in line with Article 18 of EU Regulation 1215/2012, Brussels I bis), notwithstanding the exclusive-jurisdiction clause above.

Dispute Resolution

This section applies to any dispute, claim, or controversy between you and UTC Labs arising out of or relating to these Terms, the Site, or the Service (a "Dispute"). The forum and governing law for Disputes are set out in the Governing Law section above; the procedural rules below supplement, and do not replace, those provisions.

Informal resolution first

Before commencing any formal proceeding, the party raising the Dispute must give the other party at least 45 days' written notice describing the Dispute and the relief sought. Notice to us must be sent to contact@utclabs.com; notice to you will be sent to the email address associated with your Account. During the 45-day notice period, the parties will discuss the Dispute in good faith and attempt to resolve it informally. Any applicable statute of limitations and any contractual time limit are tolled during this period. Neither party may commence a formal proceeding before the 45-day period has expired, except as expressly permitted under "Exceptions" below.

Exceptions

Either party may bring an individual claim in small claims court (or its equivalent in your country of residence) for any Dispute within the jurisdictional limit of that court, without first observing the informal-resolution period. Either party may also seek emergency, preliminary, or permanent injunctive or equitable relief from a court of competent jurisdiction to prevent or stop actual or threatened infringement, misappropriation, or violation of its intellectual property, trade secrets, confidentiality obligations, or the security or integrity of the Service, without first observing the informal-resolution period.

Time limit to bring a Dispute

Any Dispute must be commenced within one year after the cause of action accrues; otherwise the Dispute is permanently barred. This time limit does not apply to the extent that mandatory law applicable to you provides a longer period that cannot be excluded by agreement, in which case that longer period applies.

Severability of this section

If any portion of this Dispute Resolution section is held to be unenforceable, the remainder of the section will continue to apply.

Corrections

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

Confidentiality

In the course of using the Service, each party may receive or have access to non-public information of the other party that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

Each party will: (a) use Confidential Information of the other party only as necessary to perform its obligations or exercise its rights under these Terms; (b) protect that Confidential Information using at least the same level of care it uses to protect its own confidential information of a similar nature, and in no case less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to employees, contractors, advisors, or sub-processors who have a legitimate need to know and are bound by confidentiality obligations no less protective than those in these Terms.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of these Terms; (ii) was rightfully in the receiving party's possession before disclosure without a confidentiality obligation; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully received from a third party without a confidentiality obligation.

If the receiving party is required to disclose Confidential Information by law, court order, or other binding legal process, it will, to the extent legally permitted, give the disclosing party prompt notice and reasonable cooperation so that the disclosing party may seek a protective order or appropriate confidential treatment.

Performance Warranty

We warrant that, during your subscription term, the Service will perform materially in accordance with our then-current documentation. This warranty does not apply to issues caused by your misuse of the Service, by Customer Data, by third-party services or integrations, by modifications not authorised by us, or by your use of the Service in a manner not permitted by these Terms.

Your exclusive remedy, and our entire liability, for any breach of this warranty is for you to notify us promptly in writing at contact@utclabs.com with a reasonable description of the non-conformity, and for us to use commercially reasonable efforts to correct the non-conformity within 30 days of receiving your notice. If we are unable to correct the non-conformity within that period, you may terminate the affected subscription and we will refund a pro-rated portion of any Subscription Fees you have prepaid for the period after termination.

Disclaimer

Except for the express performance warranty in the Performance Warranty section above, and to the fullest extent permitted by applicable law, the Service, the Site, and all Content are provided on an "as is" and "as available" basis. We make no other warranties or representations of any kind, whether express, implied, statutory, or otherwise. In particular, we disclaim any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that:

the Service will be uninterrupted, error-free, or available at any particular time;
the Service will be compatible with, or will continue to function in connection with, any specific third-party calendar provider (such as Google Calendar, Microsoft Outlook, or Apple iCloud), integration, or device, given that those providers may change or restrict their APIs at any time;
reads from and writes to connected calendar providers, webhook deliveries, or any other feature that depends on third-party calendar data will be instantaneous, complete, or free from delay, duplication, or data loss caused by third-party provider behaviour;
defects in the Service will be corrected;
any data or content available through the Service will be accurate, complete, timely, or free from loss; or
the Service or our infrastructure is free from viruses, malware, or other harmful components.

You are responsible for independently verifying any critical information obtained through the Service before relying on it, and for implementing appropriate error handling and safeguards in your Applications.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law. In particular, where required by mandatory consumer-protection laws or other mandatory laws applicable to you (including, for EU/EEA users, liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, and for breach of our obligations under Article 82 of the EU General Data Protection Regulation), our liability is not limited or excluded.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES YOU PAID TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED EUROS (EUR 100) IF YOU HAVE NOT PAID US ANY FEES DURING THAT PERIOD.

Indemnification

You agree to defend, indemnify, and hold harmless UTC Labs, its affiliates, and its and their respective officers, directors, employees, contractors, and agents from and against any claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

your access to or use of the Service, or the access or use by any member of your Organization;
any access to or use of the Service through your Account credentials or API Keys, including by unauthorised parties, except to the extent the access resulted from a failure of our security measures;
your Customer Data, including any allegation that Customer Data infringes a third party's rights or violates applicable law;
your Applications, including any claim by an End User or any other third party relating to your Applications or to your use of the Service in relation to that third party;
your breach of these Terms or violation of any applicable law;
your violation of any third-party right, including any right of privacy, publicity, or intellectual property;
any third-party service or integration you connect to your Account; or
your wilful misconduct or fraud.

We will give you prompt written notice of any claim covered by this section and will reasonably cooperate, at your expense, with your defence. You may not settle any claim in a way that admits fault by us or imposes any non-monetary obligation on us without our prior written consent.

Electronic Communications, Transactions, and Signatures

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Scope of this consent. This consent applies only to transactional and service-related electronic communications (for example, sign-in codes, billing notifications, security alerts, and changes to these Terms or the Privacy Policy). It does not authorise us to send you marketing communications. We send marketing emails only with your separate, prior consent (or where another legal basis applies under ePrivacy or the EU GDPR), and you can withdraw that consent at any time by clicking the unsubscribe link in any marketing email or by contacting us at contact@utclabs.com.

California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

Miscellaneous

These Terms and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign these Terms or any of our rights and obligations under them at any time without your consent. You may not assign these Terms or any of your rights or obligations under them without our prior written consent, except that you may assign them, on written notice to us, in connection with a merger, reorganisation, acquisition, or sale of all or substantially all of your assets or voting securities; any other purported assignment is void. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Site. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

Notices

All notices, requests, and other communications under these Terms must be in writing.

We will give you notice by sending an email to the email address associated with your Account or by posting the notice in the Service or on the Site. Notice is deemed received when sent.

You will give us notice by sending an email to contact@utclabs.com. We may designate a different address for notices in the Service or on the Site; if we do, you should use the most recently designated address.

It is your responsibility to keep the email address associated with your Account current. We are not responsible for notices that fail to reach you because you provided or maintained an outdated or inaccurate address.

Survival

Any provision of these Terms that by its nature should survive termination or expiration will survive, including without limitation: provisions relating to ownership and intellectual property (including the license you grant us in Customer Data for the purpose of any continued processing required by law); payment obligations accrued before termination; your warranties and indemnification obligations; the disclaimers, the performance warranty's exclusive-remedy clause, and the limitations of liability; the confidentiality obligations; the governing-law, notices, and dispute-resolution provisions; and any of our obligations under the Privacy Policy with respect to data we continue to hold.

Contact Us

In order to resolve a complaint regarding the Site or the Service, or to receive further information regarding their use, please contact us at:

UTC Labs Durana Tech Park, Rruga Ahmet Zogu, nr. pasurisë 336, ZK 3852, njësia administrative Xhafzotaj, Bashkia Shijak, kodi postar 2013 contact@utclabs.com