VYARO

TERMS OF USE

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 (hereinafter referred to as "Company", "we", "our", "Vyaro" or "Platform").

These Terms of Use describe the terms and conditions applicable to your access and use of the Vyaro platform, an AI-powered order management system that facilitates business-to-business distribution through WhatsApp Business API and Progressive Web Application (PWA) interfaces.

1. DEFINITIONS AND INTERPRETATION

In these Terms of Use, unless the context otherwise requires:

ï¿½ "Platform" means the Vyaro web application, mobile application, WhatsApp Business API integration, PWA interface, dashboard, and any other products or services introduced by the Company from time to time.

ï¿½ "Services" means all order management, customer communication, inventory tracking, analytics, AI-powered automation, and related services provided through the Platform.

ï¿½ "Merchant" or "User" means distributors, suppliers, wholesalers or any business entity registered on the Platform to manage their B2B orders and customer communications.

ï¿½ "Customer" or "End Customer" means hospitals, clinics, nursing homes, retailers, businesses or any other entities that place orders with Merchants through the Platform.

ï¿½ "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.

ï¿½ "WhatsApp Business API" means the WhatsApp Business Application Programming Interface provided by Meta Platforms, Inc. through authorized Business Solution Providers.

ï¿½ "BSP" means Business Solution Provider, being an authorized partner of Meta providing WhatsApp Business API access and infrastructure.

2. ACCEPTANCE OF TERMS

2.1. 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.

2.2. 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.

2.3. The Company reserves the right to amend, modify, or update any or all Terms at any time by posting the amended Terms on the Platform. Your continued use of the Platform following such amendments constitutes your acceptance of the amended Terms.

2.4. If you do not agree to these Terms or any amendments thereto, you must immediately discontinue use of the Platform and Services.

3. MERCHANT REGISTRATION AND ACCOUNT OBLIGATIONS

3.1. Registration Requirements

ï¿½ You must register as a Merchant and create an account to access the Services.

ï¿½ You must be at least eighteen (18) years of age and must use the Platform and Services strictly for lawful business purposes only.

ï¿½ All registration information provided must be true, accurate, current and complete. You must promptly update all information to maintain its accuracy.

ï¿½ You must provide valid business documentation including but not limited to GST registration, business licenses, and other documents as may be required by the Company or regulatory authorities.

3.2. Account Security

ï¿½ You are solely responsible for maintaining the confidentiality and security of your account credentials, OTP (One Time Password), login details, and WhatsApp Business API access credentials.

ï¿½ All activities occurring under your account shall be deemed to have been authorized by you. You agree to immediately notify the Company of any unauthorized use or security breach.

ï¿½ The Company shall not be liable for any loss or damage arising from your failure to maintain account security or from sharing of login credentials.

3.3. WhatsApp Business API Compliance

ï¿½ You acknowledge that use of WhatsApp Business API is subject to WhatsApp Business Terms of Service and WhatsApp Business Solution Terms.

ï¿½ You must comply with all WhatsApp policies, guidelines and requirements including but not limited to opt-in requirements, message templates, commerce policies and quality standards.

ï¿½ You must obtain and maintain valid consent from all End Customers before initiating communication via WhatsApp Business API. You are solely responsible for maintaining opt-in records and honoring opt-out requests.

ï¿½ 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. The Company reserves the right to suspend or terminate your Vyaro account if your WhatsApp Business API access is revoked.

4. MERCHANT OBLIGATIONS AND PROHIBITED CONDUCT

4.1. General Obligations

Merchants agree, undertake and confirm that:

ï¿½ All Merchant Content, product information, pricing, inventory data, and customer communications are accurate, truthful, and not misleading.

ï¿½ All business transactions, order fulfillment, delivery, payment collection, credit management, and customer service are solely the Merchant's responsibility.

ï¿½ The Merchant owns all necessary licenses, permits, and approvals required to conduct business and sell the products offered through the Platform.

ï¿½ The Merchant shall comply with all applicable laws including but not limited to the Information Technology Act 2000, Drugs and Cosmetics Act 1940 (if applicable), Legal Metrology Act 2009, Consumer Protection Act 2019, and all other regulatory requirements.

ï¿½ The Merchant shall maintain accurate records of all customer consents, opt-ins, opt-outs, and communications for audit and compliance purposes.

4.2. Prohibited Content and Conduct

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

ï¿½ Belongs to another person and to which Merchant does not have any right.

ï¿½ Is grossly harmful, harassing, defamatory, obscene, pornographic, pedophilic, invasive of another's privacy, hateful, racially or ethnically objectionable, disparaging, relating or encouraging money laundering, gambling, terror activity, or otherwise unlawful in any manner.

ï¿½ Is misleading, fraudulent or involves deceptive practices.

ï¿½ Violates any patent, trademark, copyright or other proprietary rights.

ï¿½ Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource.

ï¿½ Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order.

ï¿½ Harms minors in any way.

ï¿½ Impersonates another person or entity.

ï¿½ Violates any law for the time being in force.

ï¿½ Involves the sale or promotion of products that are prohibited, restricted or regulated under applicable law (including prescription drugs without proper authorization, narcotics, weapons, counterfeit goods, or stolen property).

ï¿½ Involves transmission of junk mail, chain letters, unsolicited mass mailing or spamming.

ï¿½ Attempts to gain unauthorized access to any portion of the Platform, other accounts, computer systems or networks connected to the Platform through hacking, password mining or any other means.

ï¿½ Uses any robot, spider, scraper or other automated means to access the Platform for any purpose without our express written permission.

ï¿½ Creates liability for the Company or causes the Company to lose (in whole or in part) the services of our BSP, internet service providers or other suppliers.

5. CUSTOMER OPT-IN AND COMMUNICATION COMPLIANCE

5.1. Merchant acknowledges and agrees that:

ï¿½ Merchant must obtain valid, documented opt-in consent from all End Customers before initiating any communication via WhatsApp Business API.

ï¿½ Merchant is solely responsible for ensuring compliance with TRAI DND (Do Not Disturb) regulations, Consumer Protection Act, and all applicable regulations regarding commercial communications.

ï¿½ Merchant must honor all opt-out requests immediately and maintain opt-out records for at least three (3) years.

ï¿½ Merchant must not send promotional or marketing messages to customers who have not explicitly opted in to receive such communications.

ï¿½ All message templates must be approved by WhatsApp and must comply with WhatsApp Business Policy.

5.2. The Company provides tools to facilitate opt-in management but Merchant remains solely responsible for legal compliance. The Company shall not be liable for any penalties, fines, or legal action arising from Merchant's failure to obtain or maintain proper customer consent.

5.3. Merchant acknowledges that violation of opt-in requirements or spam complaints may result in immediate suspension of WhatsApp Business API access by Meta or BSP, and such suspension shall not create any liability on the Company.

6. INTERMEDIARY STATUS AND SAFE HARBOR PROTECTION

6.1. 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.

6.2. Subject to compliance with Section 79 of the Information Technology Act, 2000 and the Information Technology (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.

6.3. 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.

6.4. 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.

7. LIMITATION OF LIABILITY AND DISCLAIMERS

7.1. 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.

7.2. 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.

7.3. 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 of the Platform exceed the amount paid by Merchant to the Company in subscription fees during the twelve (12) months immediately preceding the claim.

8. INDEMNIFICATION

8.1. 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:

ï¿½ Merchant's use or misuse of the Platform or Services.

ï¿½ Merchant's violation of these Terms.

ï¿½ Merchant Content uploaded, transmitted, or processed through the Platform.

ï¿½ Merchant's business transactions, product quality, delivery, pricing, or customer service.

ï¿½ Merchant's violation of any third-party rights including intellectual property rights or privacy rights.

ï¿½ Merchant's violation of applicable laws or regulations including opt-in requirements, TRAI regulations, Consumer Protection Act, or WhatsApp policies.

ï¿½ Spam complaints, opt-out violations, or unauthorized communications sent by Merchant.

ï¿½ Any disputes between Merchant and End Customers or other third parties.

9. GRIEVANCE REDRESSAL MECHANISM

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

9.2. 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
Phone: +91 99675 09877

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

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. These Terms shall be governed by and construed in accordance with the laws of India.

10.2. Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good faith negotiations between the parties.

10.3. If negotiations fail within thirty (30) days, the dispute shall be subject to arbitration in accordance with the Arbitration and Conciliation Act, 1996.

10.4. Subject to the arbitration agreement, the courts of Pune, India shall have exclusive jurisdiction.

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.

Last Updated: 01-04-2026

Version: 1.0