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Terms of Use

VYARO TECHNOLOGIES PRIVATE LIMITED

PREAMBLE

This document is a legally binding agreement between you as the merchant user(s) of the Platform (referred to as “you”, “your”, “Merchant” or “User” hereinafter) and VYARO TECHNOLOGIES PRIVATE LIMITED, a company duly incorporated and registered under the provisions of the Companies Act, 2013 and having its Registered Office at TB-LANE-B05, IVY VILLAS, GAT NO. 690-710, Vagholi, Haveli, Pune – 412207, Maharashtra, India (hereinafter referred to as “Company”, “we”, “our”, “Vyaro” or “Platform”).

RECITALS:

WHEREAS, the Company is in the business of developing and providing technology platforms and solutions for merchants including but not limited to: (a) custom-built digital storefronts and online commerce platforms; (b) Progressive Web Applications (PWA) and mobile applications; (c) AI-powered chatbots and customer engagement solutions; (d) WhatsApp Business API integration and automation services; (e) inventory management and order processing systems; (f) analytics and business intelligence tools; and (g) other technology solutions designed to enable merchants to streamline their operations, reach customers efficiently, and scale their businesses.

WHEREAS, the Company provides a B2B technology service enabling merchants to operate independent e-commerce businesses using the Company’s platform infrastructure, tools, and services.

WHEREAS, Merchant is an independent business entity desiring to use the Platform as a Software-as-a-Service (SaaS) solution to conduct independent e-commerce operations.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

“Platform” means the Vyaro technology ecosystem comprising the web application, mobile application, WhatsApp Business API integration, Progressive Web Application (PWA) interface, digital storefronts, custom merchant solutions, AI chatbots, dashboard, and any other products or services introduced by the Company from time to time.

“Services” means all order management, customer communication, inventory tracking, analytics, AI-powered automation, chatbot services, digital store hosting, and related services provided through the Platform.

“Merchant” or “User” means distributors, suppliers, wholesalers, retailers, or any business entity registered on the Platform to manage their business, orders and customer communications and engagements independently.

“Customer” or “End Customer” means individuals, retailers, businesses, or any other entities that place orders with Merchants through the Platform.

“Merchant Content” means all data, text, images, product information, customer data, messages, order details, and any other content uploaded, transmitted or processed by Merchant through the Platform.

“WhatsApp Business API” means the WhatsApp Business Application Programming Interface provided by Meta Platforms, Inc. through authorized Business Solution Providers.

“BSP” means Business Solution Provider, being an authorized partner of Meta providing WhatsApp Business API access and infrastructure.

“AI Content” or “Automated Responses” means any responses, messages, or communications generated by AI-powered chatbots, machine learning models, or automated systems integrated into the Platform.

“SaaS” means Software-as-a-Service, where the Company provides platform infrastructure and tools without acting as a merchant or controlling Merchant’s business operations.

2. MERCHANT’S INDEPENDENT STATUS, SAFE HARBOR, AND INTERMEDIARY PROTECTION

2.1 Independent Merchant Operator

Merchant is an independent e-commerce operator. Merchant, not Vyaro, is the seller in all transactions with End Customers. Vyaro provides the technology platform infrastructure only and operates as an intermediary under Section 2(1)(w) of the Information Technology Act, 2000.

Vyaro does NOT: Purchase or sell Merchant’s products or services or maintain any inventory; Take title to any inventory or goods; Participate in or facilitate any transactions between Merchant and End Customers; Act as an intermediary, agent, broker, or representative of Merchant; Make any representations or warranties about Merchant’s products, quality, or services; Provide customer service for Merchant’s products or transactions; Handle or collect payments from End Customers on Merchant’s behalf; Process refunds or returns on Merchant’s behalf; Control Merchant’s business decisions, pricing strategies, or operations; Determine Merchant’s product offerings, discounts, promotional policies, or business model; Have any liability for Merchant’s business success or failure.

2.2 Merchant Control and Autonomy

Merchant retains full and exclusive control over all aspects of the business including: All aspects of store design, layout, branding, and customization; All product and service information, descriptions, images, specifications, and pricing; All discounts, promotions, sales strategies, and special offers; All shipping, delivery, fulfillment, and logistics policies; All return, refund, warranty, and exchange policies; Merchant’s own Terms and Conditions for End Customers; Customer communication approaches and service standards; All business decisions and operational strategies; Customer acquisition and marketing approaches; Direct customer communication outside the Vyaro platform; Customer complaint and grievance resolution; Customer data usage and analysis; Loyalty programs and customer retention strategies.

2.3 Customer Relationship Ownership

As the seller, Merchant owns and controls all customer relationships. Merchant owns all customer relationships and customer data. Merchant may contact customers directly and independently outside the Vyaro platform. Merchant is solely responsible for all customer service, support, and satisfaction. Merchant handles all customer complaints, disputes, refunds, and returns.

Vyaro shall have no direct contact with Merchant’s customers except: (a) For regulatory or legal requirements; (b) For feedback on End Customer’s experience with the Platform; (c) In response to customer correspondence directed to Vyaro. All such communications shall be limited to the stated purpose and shall not include unsolicited marketing or promotional offers.

2.4 Safe Harbor and Intermediary Protection

Subject to compliance with Section 79 of the Information Technology Act, 2000 and the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, Vyaro is NOT LIABLE for: Merchant Content; Merchant’s practices including business conduct, decisions, or operations; Merchant’s customer relationships, transactions, or service quality; Merchant’s failure to comply with laws or regulations; Illegal, inaccurate, harmful, or misleading content posted or transmitted by Merchant; Third-party claims or legal actions against Merchant; Merchant’s privacy violations or data handling practices; Merchant’s intellectual property violations; Merchant’s fraud, deception, or misrepresentation to customers; Merchant’s product quality issues, safety concerns, or defects; Merchant’s failure to deliver products or fulfill orders; Merchant’s refusal to process refunds or accept returns; Any harm caused by Merchant’s products or services to End Customers; Merchant’s WhatsApp API compliance failures; Merchant’s violation of TRAI regulations or DND requirements.

2.5 Takedown Notice Procedures

For illegal content, data processing violations, or other legal concerns, please submit a takedown notice as detailed in ANNEXURE A of this Agreement.

Key Commitments: 24-hour acknowledgment of takedown notices; 36-hour removal timeline for valid government notices; 12-hour removal for emergency/imminent harm situations; Merchant notification of removal with details; Merchant’s right to appeal and submit counter-notices; Record keeping for 3 years; 24/7 emergency procedures; Quarterly transparency reporting.

2.6 Merchant Responsibility and Accountability

Merchant is solely and exclusively responsible for: All Merchant Content, product or service information, pricing, and accuracy; All business transactions, order fulfillment, delivery, and payment collection; All customer service, support, and satisfaction; Compliance with all applicable laws and regulations; Obtaining all necessary licenses, permits, and approvals; Customer consent and data protection (DPDP Act 2023); WhatsApp API compliance and opt-in requirements; Indemnifying and defending Vyaro from all claims arising from Merchant’s conduct, content, or operations.

3. ACCEPTANCE OF TERMS AND AMENDMENTS

3.1 Acceptance by Using Platform

By registering for, accessing, or using the Platform, you unconditionally agree to accept and be bound by these Terms of Use, our Privacy Policy, and all other rules, policies, and operating procedures that may be published on the Platform from time to time.

3.2 Authority to Bind

You represent and warrant that you have full legal capacity and authority to agree to and bind yourself to these Terms. If you are accepting these Terms on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these Terms.

3.3 Amendments and Modifications

The Company reserves the right to amend, modify, supplement, or update any or all Terms at any time, at its sole discretion and without advance notice, by posting the amended Terms on the Platform or through email notification. Your continued use of the Platform following such amendments constitutes your acceptance of the amended Terms. The Company may modify commercial terms, fees, pricing, subscription models, feature availability and any other terms without advance notice.

3.4 Disagreement with Amendments

If you do not agree to any amendments, you must immediately discontinue use of the Platform.

4. MERCHANT REGISTRATION AND ACCOUNT OBLIGATIONS

4.1 Registration Requirements

To register as a Merchant and access the Services, you must: Be at least 18 (eighteen) years of age; Register as a Merchant and create an account; Provide true, accurate, current and complete registration information; Provide valid business documentation including GST Identification Number (GSTIN), Permanent Account Number (PAN), business licenses, and other documents as required; Represent and warrant that you have full authority to conduct business; Use the Platform strictly for lawful business purposes only.

4.2 Account Security

You are solely responsible for: Maintaining the confidentiality and security of your account credentials, OTP, login details, and WhatsApp Business API access credentials; All activities occurring under your account; Immediately notifying the Company of any unauthorized use or security breach; Using strong passwords and employing reasonable security measures; Not sharing login credentials with unauthorized persons. Vyaro shall not be liable for any loss or damage arising from your failure to maintain account security.

4.3 Payment Obligations

Merchant undertakes to make timely and complete payment of all subscription fees, usage charges, service fees, and any other applicable charges due to Vyaro on or before the due dates. Non-payment or delayed payment may result in suspension or termination of Services without notice or further liability.

The Company reserves the right to charge interest on overdue amounts at the rate of 18% per annum as per applicable law.

4.4 WhatsApp Business API Compliance

You acknowledge and agree that: Use of WhatsApp Business API is subject to WhatsApp Business Terms of Service; You must comply with all WhatsApp policies, guidelines and requirements including opt-in requirements, message templates, commerce policies, and quality standards; You must obtain and maintain valid, documented consent from all End Customers before initiating any communication via WhatsApp Business API that requires prior customer consent; You are solely responsible for maintaining opt-in records and honoring opt-out requests immediately; You must use only pre-approved WhatsApp message templates for communications outside the 24-hour customer service window; Any violation of WhatsApp policies that results in suspension or termination of your WhatsApp Business API access shall not create any liability on the part of Vyaro.

5. MERCHANT OBLIGATIONS AND PROHIBITED CONDUCT

5.1 General Obligations

Merchants agree, undertake and confirm that: All Merchant Content, product or service information, pricing, inventory data, and customer communications are accurate, truthful, and not misleading; All business transactions, order fulfillment, delivery, payment collection, customer service, and customer support are solely the Merchant’s responsibility; You own all necessary licenses, permits, and approvals required to conduct business; You shall comply with all applicable laws including the Information Technology Act 2000, Digital Personal Data Protection Act 2023, Consumer Protection Act 2019, Legal Metrology Act 2009, and all other regulatory requirements; You shall maintain accurate records of all customer consents, opt-ins, opt-outs, and communications; You shall operate with transparency and honesty in all customer dealings.

5.2 Merchant Accountability for Customer Grievances and Service Deficiency

Merchant acknowledges and agrees that as the seller, the sole and exclusive responsibility for resolving any customer grievances, complaints, disputes, or claims relating to products, services, quality, delivery, pricing, or any aspect of the business transaction lies with the Merchant. Vyaro shall have NO liability, responsibility, or obligation to resolve any customer grievances, disputes, or claims whatsoever.

The Merchant indemnifies and holds harmless Vyaro from any and all liability arising from customer dissatisfaction, service deficiencies, product quality issues, delivery failures, or any grievance whatsoever that an End Customer may have against the Merchant.

5.3 Understanding of AI and Chatbot Limitations

Merchant explicitly acknowledges and understands that AI-powered chatbots, machine learning models, and automated response systems have inherent limitations and may not always provide accurate, complete, or appropriate responses. AI-generated content may contain: Errors, inaccuracies, or incomplete information; Hallucinations or fabricated information; Inappropriate or context-insensitive responses; Failures to address complex customer queries appropriately; Unintended outputs or misinterpretations.

Merchant shall NOT rely solely on AI-generated responses for critical business decisions, advice, legal compliance, or sensitive customer communications.

AI and Chatbot Responsibility: Merchant is solely responsible for all chatbot responses and AI-generated content. Merchant shall implement quality assurance mechanisms including automated filtering, periodic sampling, and monitoring. Sensitive matters (refunds, security, health, complaints) must be reviewed by humans before response. Merchant indemnifies Vyaro for all claims from chatbot content. Merchant assumes ALL liability for the accuracy, appropriateness, legality, and effectiveness of all communications sent through the Platform. Vyaro shall have NO liability for any errors, inaccuracies, or inappropriate responses generated by AI systems.

5.4 Prohibited Content and Conduct

Merchants shall NOT host, display, upload, transmit, or share any information or engage in any conduct which:

  • Belongs to another person and to which Merchant does not have any right (intellectual property violation)
  • Is grossly harmful, harassing, defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, hateful, racially or ethnically objectionable, disparaging, or relating to or encouraging money laundering, gambling, terror activity, or otherwise unlawful
  • Is misleading, fraudulent or involves deceptive practices or misrepresentations to End Customers
  • Violates any patent, trademark, copyright or other proprietary rights of third parties
  • Contains software viruses or any other computer code designed to interrupt, destroy or limit the functionality of any computer resource
  • Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order
  • Harms, threatens, or endangers minors in any way
  • Impersonates another person or entity or misrepresents affiliation or identity
  • Violates any law for the time being in force
  • Involves the sale or promotion of products that are prohibited, restricted or regulated under applicable law
  • Involves transmission of junk mail, chain letters, unsolicited mass mailing or spamming
  • Attempts to gain unauthorized access to any portion of the Platform through hacking, password mining or any other means
  • Uses any robot, spider, scraper or other automated means to access the Platform without express written permission
  • Creates liability for the Company or causes the Company to lose the services of our BSP, internet service providers or other suppliers
  • Involves sale of medical products (medicines, drugs, medical devices, health supplements, Ayurvedic/homeopathic products) unless merchant holds valid DCGI/AYUSH licenses, maintains ₹10 lakhs product liability insurance, and signs Medical Merchant Agreement
  • Contains false, misleading, or deceptive product or service information
  • Engages in price manipulation, artificial inflation, or unfair business practices
  • Uses the Platform for any illegal, unauthorized, or unethical purpose

Vyaro reserves the right to remove any prohibited content immediately and terminate your account for persistent violations.

6. CUSTOMER OPT-IN AND COMMUNICATION COMPLIANCE

6.1 Merchant Obligations

Merchant acknowledges and agrees that: As the seller, Merchant must obtain valid, documented opt-in consent from all End Customers before initiating any communication via WhatsApp Business API or other channels; Merchant is solely responsible for ensuring compliance with TRAI DND regulations, Consumer Protection Act, Telecom Regulatory Authority of India guidelines, and all applicable regulations regarding commercial communications; Merchant must honor all opt-out requests immediately and maintain opt-out records for at least 3 (three) years; Merchant must not send promotional or marketing messages to customers who have not explicitly opted in; All message templates must be approved by WhatsApp and must comply with WhatsApp Business Policy; Merchant must maintain proper records of consent showing when, how, and from whom consent was obtained; Merchant must keep audit trails of all communications sent through the Platform.

6.2 Vyaro Not Liable for Merchant Non-Compliance

The Company provides tools to facilitate opt-in management but Merchant, as the seller, remains solely responsible for legal compliance. The Company shall NOT be liable for any penalties, fines, regulatory action, or legal action arising from Merchant’s failure to obtain or maintain proper customer consent. Merchant indemnifies Vyaro from ALL consequences of non-compliance including but not limited to TRAI fines, regulatory penalties, legal liabilities, and customer complaints.

6.3 Violation Consequences

Merchant acknowledges that violation of opt-in requirements or DND regulations may result in: Immediate suspension of WhatsApp Business API access by Meta or the BSP; Regulatory penalties and fines from TRAI or other authorities. Such suspension or penalties shall NOT create any liability on the Company. Merchant bears ALL risk and cost of losing WhatsApp access or facing regulatory fines.

7. PLATFORM DOWNTIME, TECHNICAL GLITCHES, AND LIMITATIONS

7.1 Vyaro Not Liable for Downtime or Technical Issues

Merchant acknowledges that internet-based platforms are subject to downtime, technical glitches, service interruptions, bandwidth limitations, and other technical issues beyond the Company’s control or reasonable foresight.

Vyaro shall NOT be liable for any loss, damage, data loss, business interruption, or any consequences arising from: Scheduled or unscheduled maintenance and updates; Server downtime, outages, or service disruptions; Network connectivity issues or internet disruptions; Third-party service provider failures (including WhatsApp, Meta, BSP, payment gateways); Natural disasters, force majeure events; Hardware failures, software bugs, or technical glitches; Data loss or corruption due to technical failures; Temporary or permanent unavailability of the Platform; Security breaches or unauthorized access despite reasonable security measures; Cyber attacks, DDoS attacks, or malicious activities.

7.2 Merchant Responsibility for Business Continuity

Merchant shall implement independent backup systems, redundancy measures, and alternative communication channels to ensure business continuity. Merchant must not rely solely on Vyaro Platform for critical business operations. Merchant is responsible for maintaining backups of all important data.

7.3 Scheduled Maintenance

Vyaro may perform scheduled maintenance with or without notice. Vyaro shall use reasonable efforts to minimize disruption but is NOT liable for any downtime.

8. INTERMEDIARY STATUS AND SAFE HARBOR PROTECTION

8.1 Intermediary Status

The Company operates as an ‘intermediary’ as defined under Section 2(1)(w) of the Information Technology Act, 2000 and provides a platform to facilitate communication and order management between Merchants and their End Customers. Vyaro is not responsible for the content hosted by merchants.

8.2 Safe Harbor Protection Under Section 79

Subject to compliance with Section 79 of the Information Technology Act, 2000 and the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the Company shall not be liable for any third-party information, data, or communication made available or hosted through the Platform.

8.3 Content Removal Authority

The Company reserves the right to remove, modify, or disable access to any Merchant Content that violates these Terms, applicable law, or could subject the Company to legal liability. Vyaro may remove content without prior notice if it appears to violate laws or policies.

8.4 Government Cooperation

The Company may cooperate fully with governmental authorities, law enforcement agencies, and impacted third parties in investigation of suspected criminal or civil wrongdoing, and may disclose Merchant identity and information as required by law or legal process.

9. LIMITATION OF LIABILITY AND DISCLAIMERS

9.1 Disclaimer of Warranties

The platform and services are provided on an ‘as is’ and ‘as available’ basis without any warranty of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, or uninterrupted access. Vyaro makes no guarantees about the functionality, security, or availability of the Platform.

9.2 Limitation on Damages

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, loss of profits, revenue, business opportunities, goodwill, data, or use, even if advised of the possibility of such damages.

9.3 Liability Cap

In no event shall the Company’s total aggregate liability to Merchant for ALL claims arising out of or relating to these Terms of Use or the Platform exceed the amount paid by Merchant to the Company in subscription fees during the twelve (12) months immediately preceding the claim. If Merchant has paid nothing, liability is capped at zero (₹0).

10. INDEMNIFICATION

10.1 Merchant Indemnification

Merchant agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising from or relating to: Merchant’s use or misuse of the Platform or Services; Merchant’s violation of these Terms; Merchant Content uploaded, transmitted, or processed through the Platform; Merchant’s business transactions, product quality, delivery, pricing, or customer service; Merchant’s violation of any third-party rights; Merchant’s violation of applicable laws or regulations; Spam complaints, opt-out violations, or unauthorized communications sent by Merchant; Any disputes between Merchant and End Customers or other third parties; Customer grievances, complaints, or service deficiencies; Inaccuracy or inappropriateness of AI-generated or automated responses; Any harm arising from Merchant’s reliance on AI systems without proper human oversight; Merchant’s WhatsApp Business API compliance failures; Data breaches or unauthorized access to Merchant’s account; Any false, illegal, or misleading product listings or claims; Injury to third parties caused by Merchant’s products or services; Product liability claims from End Customers.

10.2 Defending Vyaro

Merchant’s indemnification obligation includes defending Vyaro in legal proceedings at Merchant’s own cost and expense, and paying all associated legal costs, settlements, and damages awards.

11. GRIEVANCE REDRESSAL MECHANISM

11.1 Appointed Grievance Officer

In accordance with the Information Technology Act 2000 and Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules 2021, the Company has appointed a Grievance Officer.

11.2 Grievance Officer Contact Details

Name: Vyaro Grievance Officer
Email: grievance@vyaro.ai
Address: TB-LANE-B05, IVY VILLAS, GAT NO. 690-710, Vagholi, Haveli, Pune – 412207, Maharashtra, India
Phone: +91 99675 09877

11.3 Response Timelines

The Grievance Officer shall acknowledge complaints within 24 (twenty-four) hours and endeavor to resolve them within 15 (fifteen) days of receipt.

12. DATA PROTECTION AND PRIVACY

12.1 Customer Data Ownership

Merchant owns all customer data collected through the Platform. Vyaro processes customer data on Merchant’s behalf as a data processor.

12.2 DPDP Act 2023 Compliance

Merchant (as Data Controller) is responsible for: Obtaining customer consent for data processing; Maintaining a clear privacy policy; Complying with Digital Personal Data Protection Act 2023; Responding to customer data rights requests; Ensuring lawful processing of data.

Vyaro (as Data Processor) shall: Process data only on Merchant’s instructions; Maintain data confidentiality and security; Implement appropriate security measures; Assist Merchant with DPDP compliance; Delete data upon Merchant’s request (subject to legal holds); Not process or use data for any purposes other than those specified in terms of use and/or required for running platform operations.

12.3 Data Breach Notification

In case of data breach, Vyaro shall notify Merchant within 24 hours. Merchant shall cooperate with investigation. Merchant shall notify customers as required by law. Vyaro shall implement remediation measures.

13. TERMINATION AND EXIT

13.1 Termination by Merchant

Merchant may terminate this agreement with 30 days written notice. All outstanding fees remain due. Merchant’s store will be taken offline.

13.2 Termination by Vyaro

A. PAYMENT DEFAULT (7-day grace period): Payment is overdue by 7 calendar days from due date, store and associated services are suspended (offline, data accessible) post notifying the merchant. If unpaid after 5 more days (Day 12), Vyaro may terminate the agreement and permanently disable the store, chatbot and WhatsApp API integrations. Data export available 30 days after termination. Account may reopen if payment made within 60 days.

B. IMMEDIATE TERMINATION (No cure period): Vyaro may immediately suspend or terminate for: Fraud or deception toward customers; Illegal products or criminal activity; Child safety violations (CSAM, exploitation); Display or transmission of obscene or pornographic content; Compliance violations (WhatsApp, TRAI, court orders, law violations, privacy violations); Platform abuse (hacking, malware, DDoS); Legal or regulatory orders. Data export available 30 days (except CSAM, privacy violations, pornographic content cases, or cases prohibited by legal orders).

C. OTHER (MATERIAL) BREACHES (7-day cure): For other breaches, Vyaro provides 7 days written notice to cure before termination.

13.3 Upon Termination

Merchant’s platform access is revoked immediately and the store is taken offline within 24 hours. Outstanding fees remain due. Data export is available for 30 days post-termination. All data is deleted after 30 days. Confidentiality obligations survive.

13.4 Data Export

Merchant may request a data export in a reasonable machine-readable format. Vyaro will provide this within 7 days of termination on merchant’s request.

14. MODIFICATIONS TO SERVICES AND TERMS

14.1 Service Modifications

Vyaro may modify services, features, or functionality at any time. Material changes shall have 30 day’s notice. Continued use is acceptance. If Merchant disagrees with material changes, Merchant may terminate within 30 days. Vyaro may implement changes immediately without notice for emergencies including government orders, regulatory requirements, critical security breaches, data protection emergencies, imminent harm to customers or Platform, or law enforcement requests.

14.2 Term Modifications

Vyaro may modify service terms, fee structure (effective at renewal), features, support levels, and SLA terms. Material changes shall have 30 days notice. If Merchant disagrees, Merchant may terminate within 30 days. Continued use is acceptance.

15. GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the parties. Any modifications must be in writing and signed by both parties. If any provision is invalid, the remainder remains in effect. These Terms supersede all prior agreements.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law

These Terms of Use, including all Annexures, shall be governed by and construed in accordance with the laws of India.

16.2 Jurisdiction

Courts of Pune, Maharashtra, India have exclusive jurisdiction over all disputes.

16.3 Dispute Resolution Process

Vyaro may choose to resolve disputes through either path:

PATH A — DIRECT ARBITRATION (Vyaro’s choice for): Payment disputes (>7 days overdue); Fraud or illegal activity; Urgent violations (safety, law, WhatsApp/government, IP, platform abuse); Repeated breaches. For PATH A: No negotiation period. Arbitration begins within 15 days.

PATH B — NEGOTIATION FIRST (Standard for other disputes):
Step 1 — Negotiation (7 calendar days): Good faith negotiation between parties; Senior management participation.
Step 2 — Mediation (optional, if both agree): Neutral mediator appointed.
Step 3 — Arbitration (if unresolved): Single arbitrator under Arbitration and Conciliation Act, 1996; Hearing in Pune; Arbitrator’s decision is final and binding.

ANNEXURE A: TAKEDOWN NOTICE AND CONTENT REMOVAL PROCEDURE

Incorporated into Merchant Terms of Use v2.7 | Effective Date: 01st June 2026 | Version: 1.0

1. OVERVIEW

Vyaro operates as an intermediary under Section 2(1)(w) of the Information Technology Act, 2000. As per Section 79 of the IT Act and the IT Intermediary Guidelines 2021, Vyaro has established this procedure for handling takedown notices and content removal requests.

This procedure applies to: Government authorities; Law enforcement agencies; Regulatory bodies; Judicial bodies; Legitimate third parties with legal standing.

2. TAKEDOWN NOTICE SUBMISSION

2.1 Submission Channels
Email: grievance@vyaro.ai
Phone: +91 99675 09877 (24/7 for emergency)
Address: VYARO TECHNOLOGIES PRIVATE LIMITED, TB-LANE-B05, IVY VILLAS, GAT NO. 690-710, Vagholi, Haveli, Pune – 412207, Maharashtra, India

2.2 Required Information
All takedown notices must include: Requester’s full name and organization; Contact information; Type of request; Detailed description of illegal/infringing content; Specific URL(s) or merchant location; Legal basis for removal; Evidence or documentation; Requester’s signature or authentication.

3. RECEIPT AND ACKNOWLEDGMENT

Upon receipt of takedown notice, Vyaro shall send acknowledgment within 24 hours with confirmation of receipt, reference number assigned, expected timeline for action, and contact person for follow-up.

4. CONTENT REMOVAL TIMELINE

Government/Law Enforcement Notices: Valid notice: Remove within 36 hours; Emergency notice: Remove within 12 hours; Court order: Same day if possible; CSAM notices: Remove within 24 hours.

Other Valid Notices: IP infringement: 7–14 days; Defamation/privacy: 7 days; Other claims: 7–14 days.

Emergency Action — Vyaro may immediately remove content for: Court orders; Child safety (CSAM); Imminent danger; Terrorism; Government request.

5. MERCHANT NOTIFICATION

Merchant notified immediately upon removal via email with: What content was removed and why; Legal basis; Takedown notice details (unless confidential); How to appeal or contest. Merchant may request explanation, submit counter-notice, appeal removal, or request restoration.

6. RECORD KEEPING AND TRANSPARENCY

Vyaro maintains detailed records of all takedown notices for minimum 3 years. Quarterly transparency reports published showing takedown statistics.

7. CONTACT INFORMATION

For Takedown Notices:
Email: grievance@vyaro.ai
Phone: +91 99675 09877 (24/7 for emergency)
Address: TB-LANE-B05, IVY VILLAS, GAT NO. 690-710, Vagholi, Haveli, Pune – 412207, Maharashtra, India
Grievance Officer: VYARO TECHNOLOGIES PRIVATE LIMITED
Email: grievance@vyaro.ai | Phone: +91 99675 09877

BY REGISTERING FOR, ACCESSING OR USING THE VYARO PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL CONDITIONS CONTAINED HEREIN, INCLUDING ANNEXURE A.

Version: 2.7 | Effective Date: 01st June 2026