Vyapar CLIENT AGREEMENT - TERMS OF SERVICE

Vyapar (“Vyapar,” “our,” “we,” or “us”) provide ordermanagement with catalogue, stock/inventory, delivery and invoice communications andreconciliation services. Our connections feature enables you to create your own online network tothose organisations with which you have business relationships - these are your “counterparties”.

To use our Services our client (“you” or “your”) must have:
  1. Internet access
  2. Androidsmartphone or tablet device
  3. Enroll and register your account details with us
  4. PayOur Subscription fees monthly

You agree to this agreement with these Terms of Service (“Terms”) by installing, accessing, orusing our apps, services, features, software, clouds, networks or websites (together, “Services”).

If you are accepting this agreement on behalf of a company or other legal entity, you representthat you have the authority to bind such entity and its affiliates to these Terms, in which case“client” refers to such entity and affiliates. If not, you must obtain such authority to continue.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY MUTUALLY AGREED BETWEEN THEPARTIES HERETO AS FOLLOWS:
  1. Enrollment: Our Services connect you to a network of counterparties you invite or acceptinvitations from. For example, by using our App: invite suppliers for your purchases, invitebuyers for your sales and invite other business units within your organisation.
  2. Description: Our Services allow you to: discuss, confirm and track orders; enter, viewand select items from“catalogues”, being lists of products or services; identifydiscrepancies across orders, stock /inventory, deliveries and invoices; then reconcile andresolve any issues by mutual agreement with those counterparties enrolled and connectedin your Vyapar network.
  3. Offers. (i) orders for our Services are subscription purchases for the term stated in theOffer. We may refuse or cancel orders;(ii) subscriptions may be changed, for example toadd users, during a subscription term at the same price as the underlying subscriptionprice, prorated for the portion of that subscription term remaining at the time subscriptionsare added; and (iii) any added subscriptions will terminate on the date calculated for theunderlying subscriptions. You agree that your purchases are not contingent on delivery of any future functionality orfeatures, or dependent on any oral or written comments made by us regarding futurefunctionality or features.
  4. Term and Fees. The subscription fee per offer terms you select, will continue to beinvoiced and need to piad by you monthly ( or quarterly or annually, depending on offer termsyou select ) on the same day-of-the-month as the date of account or offer activation, orthe next banking day.Payment of our invoices by clients in India , must be by payment gateway integrated in the application itself.

  5. On Closing An Account: ANY ACCOUNT AND CATALOGUE DATA ENTERED INTO THESERVICES, BY OR FOR CLIENT AND ALL CONNECTIONS WITH ENROLLEDCOUNTERPARTIES WILL BE PERMANENTLY DISABLED. ANY ORDERS WITHCOUNTERPARTIES CONTINUE TO BE VIEWABLE TO THOSE COUNTERPARTIESENROLLED TO CLIENT’S Vyapar NETWORK BEFORE CLOSING.

    You may close your account at any time. There is no refund /prorate of fees paid.

  6. Devices and Software. To use our Services you must have Android smartphone or tabletdevice(s) in good operating condition, and Internet data connections which we do notsupply. Each device(s) must be updated to the latest Android version it supports. OurApp supports Android versions 10 to 13. We may release App upgrades to support futureAndroid versions depending on version compatibility to our App. For as long as you useour Services, you consent to downloading and installing updates to our Services, includingautomatically.
  7. Legal and Acceptable Use. You must access and use our Services only for legal,authorised, and acceptable purposes. You will not use (or assist others in using) ourServices in ways that violate, misappropriate, or infringe the rights of Vyapar, ourother clients and their users, or others, including privacy, publicity, intellectual property, orother proprietary rights.
  8. Keeping Your Account Secure. You are responsible for keeping your device(s) and yourVyapar account safe and secure. On any unauthorised use or security breach ofyour account you must immediately change your account password and notify us throughVyapar App messages, or through our email address as displayed on our App orwebsite.FAILURE TO KEEP YOUR ACCOUNT SECURE MAY RESULT IN ACCOUNTTERMINATION.
  9. Electronic Communications. We will send you information relating to your account (e.g.changes in password or payment details, confirmation messages, notices) in electronicform only by App or by emails to your registered email address on your Vyaparaccount subscription profile
  10. Vyapar’s Rights. We own, or have licenses in place, for all trademarks, copyrights,domains, logos, trade secrets, patents, and other intellectual property rights associatedwith our Services. You may not use any of our intellectual property unless you have ourexpress written permission granting the use of such intellectual property.
  11. Vyapar’s License to You. We grant you a limited, revocable, non-exclusive, non-sub-licensable, and non-transferable license to use our Services, subject to and inaccordance with our Terms. This license is for the sole purpose of enabling you to use ourServices, in the manner permitted by our Terms. No licenses or rights are granted to youby implication or otherwise, except for the licenses and rights expressly granted to you.
  12. Your License to Vyapar. In order to operate and provide our Services, you grantVyapar a worldwide, non-exclusive, royalty-free, sub-licensable and transferablelicense to communicate all information that you send, upload, submit, store or receive onor through our Services. The rights you grant in this license are for the limited purpose ofoperating and providing our Services, such as to display your catalogues, transmit andtrack your messages, orders and related transactions.
  13. Privacy - Your Data. We will keep your data available to you by Internet through our App.You are solely responsible for the accuracy of all your account’s details of its organisationsand details of its users and for the content of all catalogue, message, order and othertransaction data entered by users of your Vyapar account. You agree not to acceptany orders conveyed to you through Vyapar messages that do not display status as“confirmed” by your counterparties on Vyapar; you acknowledge that orderconfirmation is for your benefit. We will not be responsible for any data entry error oromissions by yourselves, your users, agents or customers. You will retain all right, title andinterest in your data, except for the application formats in which your data may beimbedded and except for our right to keep and use product /service item information inyour catalogue for information and analysis purposes and for enhancement anddevelopment of our Vyapar products. We will use your data only to provide theServices. We will not disclose your data to a third party except as required by legaljurisdictions and /or regulatory organisations under which you or we must be complying.
  14. Aggregate Data Derived from Your Data. You allow us to generate and use aggregateand statistical data compiled from your data for analysis purposes and for enhancementand development of our Vyapar products.
  15. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKESANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OROTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIEDWARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW.BECAUSE Vyapar IS NOT INVOLVED IN TRANSACTIONS BETWEEN YOU ANDYOUR COUNTERPARTIES OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISESBETWEEN ONE OR MORE PARTICIPANTS FOR ANY REASON, EACH OF YOU RELEASEVyapar (AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS,DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND ANDNATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSEDAND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCHDISPUTES.
  16. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACHPARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TOTHIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATESHEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHSPRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THEFOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT ORTORT AND REGARDLESS OF THE THEORY OF LIABILITY.
  17. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTYOR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THISAGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT,SPECIAL, INCIDENTAL, CONSEQUENTIAL, BUSINESS INTERRUPTION OR PUNITIVEDAMAGES, COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT INCONNECTION WITH THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT ORTORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITSAFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF APARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIALPURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENTPROHIBITED BY LAW.
  18. Changes to Terms of Use and Assignment. We, Vyapar, may, from time to time,change these Terms of Use. We may assign or transfer our agreement with you includingour associated rights and obligations at any time and you agree to cooperate with us inconnection with such an assignment or transfer.
  19. Severability. If any provision of this Agreement is held by a court of competent jurisdictionto be contrary to law, the provision will be deemed null and void, and the remainingprovisions of this Agreement will remain operative. The removal of any provision of thisAgreement due to it being held to be null and void shall have no effect on the remainingoperative part of the Agreement.
  20. No Agency. We and you are independent contractors and this Agreement does not createan agency, partnership or joint venture. There are no third-party beneficiaries to thisAgreement.
  21. Force Majeure. Neither party will be liable for any failure in performance to causesbeyond reasonable control, acts of God, acts or omissions of Internet traffic carriers,Internet cloud processing suppliers, or actions or omissions or regulatory or governmentalbodies.
  22. Suspension of Service. If any amount, due and payable by Client for Services, is 5 daysor more overdue, Vyapar will suspend Services until such amounts are paid in full.To re-activate a suspended account, in addition to payment of the amount due prior toaccount suspension, a reactivation fee of Rs 300 for each month or part of a month ofsuspension is required.FAILURE TO REACTIVATE AN ACCOUNT WITHIN TWO MONTHS OF SUSPENSIONWOULD RESULT IN CLOSURE OF THE ACCOUNT AS PER THE TERMS 'ON CLOSINGAN ACCOUNT’.
  23. Termination. We may modify, suspend, or terminate your access to or use of our Servicesanytime for any reason, such as if you violate the letter or spirit of our Terms or createharm, risk, or possible legal exposure for us, our clients and their users, or others. Thepertinent provisions of this agreement will survive any termination of your relationship withVyapar.ON TERMINATION AN ACCOUNT IS CLOSED PER THE TERMS ‘ON CLOSING ANACCOUNT’.
  24. Taxes.Vyapar's fees do not include any taxes, levies, duties or similargovernmental assessments of any nature, including, for example, GST, value-added, sales,use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”).Client is responsible for paying all Taxes associated with its purchases. Client isresponsible for the accuracy of data submitted to tax authorities. If Vyapar has thelegal obligation to pay or collect Taxes for which Client is responsible under this section,Vyapar will invoice Client and Client will pay that amount unless Client providesVyapar with a valid tax exemption certificate authorized by the appropriate taxingauthority. For clarity, Vyapar is solely responsible for taxes assessable against itbased on its income, property and employees.
  25. Governing Law and Dispute Resolution. This agreement shall be governed by andconstrued in accordance with the law of India. In case any dispute arises in regard to theterms of this Agreement, the disputes shall be subject to the exclusive jurisdiction of thecourts of Hyderabad, Telangana, India. All dealings, correspondence and contactsbetween us shall be made or conducted in the English language.
I, the client, hereby acknowledge that I have read, understand and do accept the terms andconditions contained in this Agreement relating to the Terms of Service.