Terms of Service

1.1. Service Description.

Fairlx is the owner and provider of a cloud-based software-as-a-service platform for product and engineering teams (the "Service"). The Service provides tools for project management, sprint boards, work item tracking, team collaboration, AI-powered productivity features, GitHub integration, time tracking, analytics and reporting, and a wallet-based billing system. Anything Customer (including Users) posts, uploads, shares, stores, or otherwise provides through the Service is considered a "User Submission." Customer is solely responsible for all User Submissions it contributes to the Service. Further terms regarding User Submissions, including ownership, are in Section 10.2 below. The Service may also include templates, help documents, and other documents or information that can assist Customer in using the Service ("Fairlx Content"). Customer will not receive or have access to the code or software that underlies the Service (collectively the "Software") or receive a copy of the Software itself.

1.2. Customer's Subscription.

Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified through Fairlx's website and ordering screens that reference this Agreement and describe the business terms related to Customer's subscription ("Order(s)"). All subscriptions will be for the period described on the applicable Order ("Subscription Period"). Use of and access to the Service is permitted only by individuals authorized by Customer and for Customer's own internal business purposes and not for the benefit of any third party ("Users").

1.3. Fairlx's Ownership.

Fairlx owns the Service, Software, Fairlx Content, Documentation, and anything else provided by Fairlx to Customer (collectively the "Fairlx Materials"). Fairlx retains all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the Fairlx Materials, all related and underlying technology and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. There are no implied licenses under this Agreement and any rights not expressly granted to Customer in this Agreement are expressly reserved by Fairlx.

1.4. AI-Powered Features.

The Service includes AI-powered features that may provide suggestions, automated actions, code analysis, and other outputs generated by artificial intelligence models ("AI Features"). AI Features are provided as productivity tools and their outputs are generated probabilistically. Customer acknowledges that AI outputs may contain errors, inaccuracies, or incomplete information and should be reviewed by a qualified person before being relied upon for any decision. Fairlx does not warrant the accuracy, completeness, or fitness of any AI-generated output for any particular purpose. Customer is solely responsible for reviewing, validating, and using any AI output at its own discretion and risk.

1.5. Permissions.

The Service contains customizable role-based access controls allowing each User to be assigned roles with specific permissions to perform various tasks within the Service ("Permissions"). It is solely Customer's responsibility to set and manage all Permissions, including which Users can set such Permissions. Accordingly, Fairlx will have no responsibility for managing Permissions and no liability for the Permissions set by Customer and its Users. Customer may, at its option, provide access to the Service and Documentation to its Affiliates, in which case all rights granted, and obligations incurred, under this Agreement will also inure to the benefit of such Affiliates. Customer represents and warrants that it is fully responsible for any breach of this Agreement by its Affiliates and that Customer has the power to negotiate this Agreement on behalf of its Affiliates. Customer will also be responsible for all payment obligations under this Agreement regardless of whether the use of the Service is by Customer or its Affiliates. For the purposes of this Agreement "Affiliate" will mean an entity directly or indirectly controlling, controlled by or under common control with that party (where "control" means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all the voting power of the shares or other securities entitled to vote for the election of directors or other governing authority).

2.1. Customer's Responsibilities.

Customer is responsible for all activity on its Users' accounts unless such activity is caused by a third party bad actor able to access Customer's account by exploiting vulnerabilities in the Service itself. Customer will ensure that its Users are aware of and bound by obligations and/or restrictions stated in this Agreement and Customer will be responsible for breach of any such obligation and/or restriction by a User.

2.2. Use Restrictions.

Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly (a) modify, translate, copy or create derivative works based on the Service, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, (d) remove or obscure any copyright, trademark or other proprietary notices, legends or Fairlx branding contained in or on the Service, (e) use the Service in any way that violates any applicable federal, state, local or international law or regulation, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, including, without limitation, by introducing viruses and other harmful code or by using flood pings, denial-of-service attacks, or similar methods or technology, (g) use or access the Service to build or support and/or assist a third party in building or supporting products or services competitive to the Service, (h) attempt to probe, scan, or test the vulnerability of the Service or any Fairlx system or networks, (i) use or access the Service in violation of applicable laws relating to economic or trade sanctions, (j) use the Service to send spam, unsolicited messages, or promotional content in violation of applicable anti-spam laws, or (k) create synthetic or fraudulent accounts for the purpose of exploiting promotional offers, reward programs, or wallet credits.

If Customer (including Users) is using the Service in a manner that, in Fairlx's reasonable judgment, causes or is likely to cause significant harm to Fairlx or the Service or otherwise threatens the security, integrity or availability of the Service then Fairlx may suspend Customer's access to the Service. Fairlx will use commercially reasonable efforts under the circumstances of such suspension to (x) provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) limit the suspension to only accounts involved in the activities in question; and (z) remove the suspension as quickly as practicable after the circumstances leading to the suspension have been resolved.

2.3. API Access Restrictions.

As part of provision of its Service, Fairlx may provide Customer with access to one or more application program interfaces ("API(s)"). Fairlx may, in its sole discretion, set and enforce limits on Customer's use of the API — including rate limits, request quotas, and payload restrictions — and Customer agrees to adhere to such limits. Fairlx may also suspend Customer's access to the API or cease providing the API at any time. Customer will not use the API to extract data for competitive purposes, bypass authentication mechanisms, or perform actions not permitted by the API documentation.

2.4. AI Feature Restrictions.

Customer agrees not to use the AI Features to (a) attempt to extract, reproduce, or reverse-engineer the underlying AI models, (b) submit prompts designed to manipulate or compromise the AI system, (c) generate content that violates these Terms, applicable laws, or third-party rights, or (d) rely on AI outputs as a sole basis for decisions with significant legal, financial, or safety implications without independent human verification.

The Service may work together with third-party products, services or applications that are not owned or controlled by Fairlx (e.g., GitHub, Razorpay) ("Third-Party Applications") and Customer, at its sole option, may choose to use such Third-Party Applications. If necessary for the Service and the Third-Party Application to work together, Customer will provide its login information or OAuth authorization to Fairlx for the sole purpose of Fairlx providing the Service to Customer and Customer represents and warrants that Customer has the right to provide such authorization without breach by Customer of any of the terms and conditions that govern Customer's use of the applicable Third-Party Application.

Fairlx does not endorse such Third-Party Applications. Customer acknowledges and agrees that this Agreement does not apply to Customer's use of such Third-Party Applications and Customer may be required by the providers of such Third-Party Applications to enter into separate agreements for Customer's use. Fairlx expressly disclaims all representations and warranties relating to any Third-Party Applications. Customer will look solely to the providers of the Third-Party Applications for any warranty related issues or other claims. Customer's use of Third-Party Applications is at Customer's own risk. Fairlx will have no liability or other obligation of any kind arising out of or related to any Third-Party Applications, including arising from Customer's use or inability to use Third-Party Applications.

Without limiting the generality of the foregoing:

• GitHub: When Customer connects a GitHub account, Customer authorizes Fairlx to access repository metadata and events within the scope of permissions granted via OAuth. Customer can revoke this authorization at any time through GitHub's application settings. Customer's use of GitHub is subject to GitHub's Terms of Service.
• Razorpay: All payment processing is handled by Razorpay. When Customer initiates a payment, Customer interacts directly with Razorpay's infrastructure and agrees to Razorpay's Terms of Use.
• AI Model Providers: AI-powered features may route requests to third-party AI model providers. These providers process data under contractual terms that restrict them from using Customer inputs to train their models.

4.1. Fees.

Customer will pay for access to and use of the Service as set forth on the applicable Order or pricing page ("Fees"). All Fees will be paid in the currency stated in the applicable Order or, if no currency is specified, in Indian Rupees (INR) or US Dollars (USD) as applicable. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, non-refundable. Fairlx may modify its Fees or introduce new fees in its sole discretion. Customer always has the right to choose not to renew its subscription if it does not agree with any new or revised Fees.

4.2. Payment Processing.

Fairlx processes payments through Razorpay, a PCI-DSS Level 1 certified payment gateway ("Payment Processor"). Fairlx will have the right to charge Customer's payment method for any services provided to Customer by Fairlx under the Order, including wallet top-ups and recurring Fees. It is Customer's sole responsibility to provide Fairlx with current and up-to-date payment information; failure to provide such information may result in suspension of Customer's access to the Service. Payment processing will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. Fairlx is not responsible for any error by, or other acts or omissions of, the Payment Processor. Fairlx reserves the right to correct any errors or mistakes that the Payment Processor makes even if Fairlx has already requested or received payment.

4.3. Taxes.

Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added tax, goods and services tax (GST), sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Fairlx has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Fairlx will invoice Customer and Customer will pay that amount unless Customer provides Fairlx with a valid tax exemption certificate authorized by the appropriate taxing authority in advance. For clarity, Fairlx is solely responsible for taxes assessable against it based on its income, property, and employees.

4.4. Failure to Pay.

If Customer fails to pay any Fees when due, Fairlx may suspend Customer's access to the Service pending payment of such overdue amounts. If Customer believes that Fairlx has billed Customer incorrectly, Customer must contact Fairlx no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Once Fairlx receives notice of a disputed invoice, Fairlx will review such notice and provide Customer with a written decision regarding the dispute, including documentary support for such decision. If Fairlx reasonably determines that the amounts billed are, in fact, due, Customer will pay such amounts within ten (10) days of Fairlx notifying Customer in writing of such decision.

5.1. Wallet System.

The Service includes a prepaid credit-based billing system ("Wallet"). Customer may add credits to the Wallet through top-ups processed via the Payment Processor. Credits are consumed as Customer uses paid features and services. If Customer's Wallet balance reaches zero, access to paid features may be restricted until credits are added. All Wallet credits are specific to Customer's Fairlx account, cannot be transferred to other accounts, exchanged for cash, or applied outside of the Service.

5.2. Promotional & Reward Credits.

Fairlx may, at its sole discretion, issue promotional coupon codes, reward credits (including GitHub Star rewards), or other bonus credits ("Promotional Credits"). Promotional Credits are subject to individual terms — including expiration dates, usage limits, and eligibility criteria. Promotional Credits cannot be combined unless explicitly stated. Promotional Credits are non-transferable and have no cash value. Fairlx reserves the right to modify, suspend, or discontinue any Promotional Credit program at any time without prior notice.

5.3. Credit Limitations.

Fairlx reserves the right to cap daily top-up amounts, set maximum Wallet balance limits, and impose other restrictions to prevent abuse. Wallet top-up credits are generally non-refundable once loaded into Customer's account. Any remaining Wallet credits at the time of voluntary account closure are forfeited and are not eligible for refund. Fairlx may, at its sole discretion, issue refunds on a case-by-case basis for extenuating circumstances, such as accidental duplicate charges or service outages that prevented usage of paid features.

5.4. Wallet Abuse.

Any attempt to manipulate, exploit, or game the Wallet system — including but not limited to fraudulent payment submissions, automated coupon exploitation, synthetic account creation for reward farming, or circumventing top-up limits — constitutes a material breach of this Agreement. Fairlx reserves the right to suspend Customer's account, forfeit Customer's Wallet balance, and pursue legal remedies in cases of Wallet-related fraud.

6.1. Agreement Term and Renewals.

Subscriptions to access and use the Service commence on the start date stated on the applicable Order or upon account creation ("Subscription Start Date") and continue for the duration of the Subscription Period. Customer may choose not to renew its Subscription Period by notifying Fairlx at stemlen.co@gmail.com (provided that Fairlx confirms such cancellation in writing) or by modifying its subscription through Customer's account within the Service. This Agreement will become effective on the first day of the Subscription Period and remain effective for the duration of the Subscription Period stated on the Order along with any renewals and any period that Customer is using the Service even if such use is not under a paid Order ("Term"). If the parties terminate this Agreement, it will automatically terminate all Orders. If Customer cancels or does not renew its paid subscription, Customer's subscription will be accessible but may automatically be downgraded to a version of the Service with diminished features and functionality ("Free Version"). If Customer or Fairlx terminates this Agreement or Customer deletes its workspace within the Service, Customer will not have access to the Free Version.

6.2. Termination.

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the breaching party's receipt of such notice. Fairlx may terminate Customer's access to the Free Version at any time upon notice to Customer.

6.3. Effect of Termination.

If Customer terminates this Agreement because of Fairlx's uncured breach, Fairlx will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If Fairlx terminates this Agreement because of Customer's uncured breach, Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any Fees payable to Fairlx for the period prior to the effective date of termination. Upon any termination of this Agreement, all rights and licenses granted by Fairlx hereunder will immediately terminate; Customer will no longer have the right to access or use the Service.

Within thirty (30) days of termination of this Agreement, upon Customer's request following termination or if Customer deletes its workspace within the Service, Fairlx will delete Customer's User Information, including passwords and all related information, files, and User Submissions, unless Customer requests an earlier deletion in writing.

6.4. Survival.

Sections titled "Fairlx's Ownership," "Third-Party Applications," "Payment Obligations," "Wallet & Credits," "Term & Termination," "Warranties & Disclaimers," "Limitation of Liability," "Confidentiality," "Data," "Indemnification," and "General Terms" will survive any termination or expiration of this Agreement.

7.1. Warranties.

Customer represents and warrants that all User Submissions submitted by Users follow all applicable laws, rules and regulations.

7.2. Warranty Disclaimer.

9.1. Definition.

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") may disclose business, technical or financial information relating to the Disclosing Party's business that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (hereinafter referred to as the "Confidential Information" of the Disclosing Party). Fairlx's Confidential Information includes non-public information regarding features, functionality, and performance of the Service. Customer's Confidential Information includes the User Information and User Submissions. This Agreement and the information in all Orders will be deemed the Confidential Information of both parties. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use or reference to the Disclosing Party's Confidential Information.

9.2. Protection and Use of Confidential Information.

The Receiving Party will (a) protect the Disclosing Party's Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care, (b) limit access to the Confidential Information to those employees, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors ("Representatives") who need to know such information in connection with this Agreement and who are bound by confidentiality obligations as protective as the terms of this Agreement; (c) except as expressly set forth herein, make all commercially reasonable efforts not to disclose any of the Disclosing Party's Confidential Information to any third parties without the Disclosing Party's prior written consent; and (d) will not use the Disclosing Party's Confidential Information for any purpose other than to fulfill its obligations under this Agreement.

9.3. Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

9.4. Feedback.

Customer may from time to time provide suggestions, comments, or other feedback with respect to the Service ("Feedback"). For the avoidance of doubt, Feedback will only refer to suggestions, comments or other feedback provided to Fairlx specifically regarding the Service and will not include User Information or User Submissions. Customer hereby grants to Fairlx and Fairlx's assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise exploit any Feedback as Fairlx sees fit, entirely without obligation or restriction of any kind, except that Fairlx will not identify Customer as the provider of such Feedback.

10.1. User Information.

Customer and its Users are required to provide information such as name, email address, username, IP address, browser, and operating system ("User Information") upon logging into the Service in order to access the Service. Customer grants Fairlx and its subcontractors the right to store, process and retrieve the User Information in connection with Customer's use of the Service. Customer represents and warrants that it has obtained all necessary rights to transfer User Information to Fairlx and to process the User Information as contemplated by this Agreement. Customer is responsible for all User Information. Accordingly, Customer is responsible for all resulting liability if usernames, passwords, tokens, or keys in Customer's possession are used by any party not authorized to do so. Customer (on behalf of its Users) grants Fairlx the right to access, use, process, copy, distribute (to Users), perform (for Users), export (to Users) and display (for Users) User Information, only as reasonably necessary (a) to provide the Service to Customer; (b) to prevent or address service, security, support, or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer.

10.2. User Submissions.

Customer grants Fairlx and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, process, and display (to Users) User Submissions for the sole purpose of providing the Service to Customer. Except for the limited rights and licenses granted in this Agreement, Customer will own all right, title and interest in and to the User Submissions and there are no implied licenses under this Agreement.

10.3. Service Data.

As Customer (including its Users) interacts with the Service, the Service collects data pertaining to the performance and operation of the Service ("Service Data"). Notwithstanding anything else to the contrary herein, provided that the Service Data is aggregated and anonymized, and no User Information, User Submissions, or any other personal identifying information of Customer is revealed to any third party, the parties agree that Fairlx is free to use the Service Data in any manner. Fairlx owns all right, title, and interest in and to such Service Data. For clarity, this section does not give Fairlx the right to identify Customer (including its Users) as the source of any Service Data.

10.4. Data Protection.

Fairlx has established and implemented reasonable information security practices regarding the protection of User Submissions and User Information (collectively "Customer Data"), including administrative, technical, and physical security processes. Notwithstanding the foregoing, Customer is responsible for maintaining appropriate security, protection and backup of its hardware, software, systems, information, and Customer Data. Fairlx will, during the Term, process all Customer Data in accordance with Fairlx's Privacy Policy.

Customer agrees to defend, indemnify, and hold harmless Stemlen Pvt Ltd., its officers, directors, employees, contractors, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from:

• Customer's use of, or inability to use, the Service.
• Customer's violation of this Agreement or any applicable law or regulation.
• Customer's violation of any third party's rights, including intellectual property, privacy, or other proprietary rights.
• Any User Submissions uploaded, created, or transmitted through the Service.
• Any fraudulent, abusive, or illegal activity conducted through Customer's account, whether by Customer or by any person using Customer's account with or without Customer's authorization.

Fairlx reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Customer, at Customer's expense. Customer agrees to cooperate fully with Fairlx's defense of any such claim. Customer will not settle any claim without Fairlx's prior written consent.

12.1. Force Majeure.

Fairlx will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of Fairlx, which may include failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

12.2. Changes.

Customer acknowledges that the Service is an online, subscription-based product, and that to provide an improved customer experience Fairlx may make changes to the Service; provided, however, Fairlx will not materially decrease the core functionality of the Service. Fairlx may also modify the terms of this Agreement by notifying Customer at least thirty (30) days prior to such changes taking effect and posting such changes at fairlx.com/terms.

12.3. Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

12.4. No Third-Party Beneficiaries.

There are no third-party beneficiaries to this Agreement; a person who is not a party to this Agreement may not enforce any of its terms under any applicable law.

12.5. Notices.

Notices under this Agreement will be provided as follows: (a) all notices regarding the Service will be sent by email, although Fairlx may instead choose to provide notice to Customer through the Service, (b) notices to Fairlx must be sent to stemlen.co@gmail.com, and (c) all notices to Customer will be sent to the email(s) provided through the Service. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Service.

12.6. Severability.

This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

12.7. Assignment.

Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Fairlx may assign this Agreement in its entirety (including all Orders), without the consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Fairlx's assets. Any purported assignment in violation of this section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.8. Governing Law and Venue.

This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of India, without regard to its conflicts of laws rules. The courts located in Warangal, Telangana, India will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney's fees.

12.9. Entire Agreement.

This Agreement, including the Privacy Policy and all referenced pages and Orders, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.