Terms of Use

These Terms of Use (“Terms”) govern your access to and use of ‘Atlas’, the API Marketplace Platform (“Platform”) provided by Vay Network Services Private Limited, a company incorporated under the laws of India (“VNSPL”, “Company”, “we,” “our,” or “us”). 

 

The Platform is a centralized digital ecosystem that enables businesses, financial institutions, and service providers to discover, access, and integrate a wide range of APIs for trade automation, compliance, and financial transactions. The Platform facilitates various seamless API-based services, including but not limited to Identity & Trade Verification; GST Compliance; Cash Flow Management.

 

By accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms, including any associated documents or links. If you are accepting these Terms on behalf of your employer, you represent that you have the authority to do so. These Terms constitute a binding agreement between you (the “User”) and the Company.

 

1.           Acceptance of the Terms:

1.1        By using the Platform or clicking “Agree,” you accept and agree to be bound by these Terms and our Privacy Policy available at https://vayana.com/privacy-policy , which is incorporated herein by reference. If you do not accept these Terms or the Privacy Policy, you must not use the Platform.

1.2        In the event of a conflict between these Terms and any applicable additional terms specified on the Platform or any service agreement executed between the User and the Company with respect to services on the Platform, the specific additional terms provided on the Platform or under the service agreement will be applicable, unless otherwise specified. 

1.3        This Platform is provided and accessible to Users who are at least 18 years old. By using the Platform, you confirm that you meet this eligibility requirement and will not access the Platform if you do not meet these requirements.

 

2.          Registration:

2.1   To create an Account, you must register and provide accurate information, including your name, email, address, contact number, and password.

2.2   You represent that all registration information is truthful and will be kept up-to-date. You are responsible for keeping your login information confidential and for all activities under your Account. Notify us immediately if you suspect unauthorized use. The Company is not liable for any loss or damage from your failure to comply. Do not share your login details with unauthorized individuals. We recommend using a strong password.

2.3   When creating an Account, don’t:

       i.         Provide any false personal information to us (including without limitation a false username) or create any Account for anyone other than yourself without such other person’s permission.

      ii.         Use a username that is the name of another person with the intent to impersonate that person.

    iii.         Use a username that is subject to rights of another person without appropriate authorization; or

    iv.         Use a username that is offensive, vulgar or obscene or otherwise in bad taste.

2.4        We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create that violates our Terms. If you have reason to believe that your Account is no longer secure, then you must immediately notify us at atlas-support@vayana.com.

2.5        You shall not transfer or sell your Account and User ID to another party. 

2.6        Our services are not available to temporarily or indefinitely suspended Accounts. We reserve the right, in our sole discretion, to cancel unconfirmed or inactive accounts. We reserve the right to refuse service to anyone, for any reason, at any time.

3.           Services

3.1        The Platform is an online API Marketplace which provides the Users access to various products and services available on the Platform. 

3.2        The Application also provides software as a service/product on a subscription basis to the Users. 

3.3        The features, billing and pricing details for each product/service on the Platform will be either mentioned on the Platform or mutually agreed with the User in an agreement executed between the Company and such User. 

 

4.          Payment and Fees: 

4.1        The Platform may charge a Fee for facilitating the sale or subscription of APIs by the User. This Fee and Charges will be displayed on the Platform or may be as mutually agreed between the User and the Company in an agreement or a purchase order.

4.2        For any purchase or subscription to services or APIs made directly through the Platform, these Terms and the pricing displayed on the Platform, shall be applicable and deemed accepted by the customer upon checkout. In instances where customized subscription pricing applies, a separate agreement and/or purchase order executed between the Company and User will govern the specific terms of such subscription, and such agreement will take precedence over these Terms.

4.3        The User will pay for API access according to the pricing set by the Company, using the payment methods available on the Platform or as agreed with the Company.

4.4        All payments shall be made in Indian Rupees (INR) or other currency as determined by the Platform, and subject to applicable taxes.

 

5.           Representations and Warranties by Users: You represent and warrant that- 

5.1        You have the legal right, power, and authority to enter into and perform your obligations under these Terms.

5.2        Your use of the Platform, APIs, and any related services will comply with all applicable local, state, national, and international laws, rules, and regulations.

5.3        Any information provided by you, including account information, is accurate, complete, and current. You agree to update your information as necessary to ensure its accuracy.

5.4        Your use of the Platform and APIs does not and will not infringe upon or misappropriate the intellectual property rights of any third party.

5.5        You will not use the Platform or APIs to transmit or upload any viruses, malware, spyware, or other harmful or disruptive code or content.

5.6        You will not engage in any activity that disrupts or interferes with the functionality of the Platform or the use of the services by other users.

5.7        You will not engage in any fraudulent activity or make unauthorized transactions via the Platform.

5.8        Your use of the Platform will not violate the rights of any third party, including privacy, publicity, or intellectual property rights.

6.          Refund and Cancellation:

 

6.1        Once an order for API services or subscription-based access to the Platform is placed and confirmed, the User may cancel the subscription by providing a [2-month] prior written notice (“Termination Notice Period”) to the Company. The User remains responsible for paying all fees during the Termination Notice Period.

 

6.2        There are no refunds for any order placed through the Platform, including subscription-based services or individual API purchases, except as required by applicable law. Users are encouraged to review all API service details and pricing before placing an order.

 

7.          Use Of Services:

7.1        All data uploaded on the Platform by User remains the property of the User. The User grants the Company the right to use the relevant Customer Data for purposes of performing its obligations under this agreement in accordance with applicable laws.

7.2        The User may allow its employees/representatives to access the Platform and the service in compliance with these Terms, which access must be for the sole benefit of the User. The User is responsible for the compliance of these Terms by its employees/representatives and sub-users.

7.3        The User agrees that our Privacy Policy governs all information it provides to interact with the Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, and the User consents to all actions we take with respect to the User’s information in accordance with our Privacy Policy.

7.4        When accessing the Platform from a public or shared computer, the User must take special precautions to prevent others from viewing or recording their password, private key, or other sensitive information.

7.5        We reserve the right, in our sole discretion, to disable any User Account on the Platform or to block any IP address from accessing the Platform at any time for any or no reason, including if, in our opinion, the User or that identity has violated any provision of these Terms.

7.6        You will use the services provided by the Company, its affiliates and contracted companies, for lawful purposes only and comply with all applicable laws and regulations while using the Platform.

 

8.           Restricted Uses:

8.1        Users must access the Platform lawfully and according to the Terms. The User agrees not to:

(i) Violate any laws or regulations, including data export laws; (ii) Expose minors to inappropriate content or collect personal info without consent; (iii) Send spam, junk mail, or unsolicited promotional material; (iv) Impersonate others, including the Company, its employees, or other users; (v) Engage in behavior that harms or restricts others’ use of the Platform; (vi) Spread unlawful, abusive, or harmful content; (vii) Promote illegal activities or behaviours that could result in criminal or civil liability.

 

8.2        Users also agree to refrain from: (i) Deceiving or fraudulently obtaining others’ property; (ii) Promoting illegal activities (iii) Causing annoyance or distress to others; (iv) Misrepresenting identity or affiliation; (v) Violating market integrity rules or harming the Protocol; (vi) Misleading others about endorsements or origin; (vii) Conducting transactions requiring securities regulation; (viii) Interfering with others’ use of the Platform; (ix) Using automated tools to access or copy content (x) Using manual processes without consent; (xi) Interfering with the Platform’s operation (xii) Introducing harmful software or malware; (xiii) Gaining unauthorized access or disrupting the Platform or related systems; (xiv) Violating others’ legal rights or posting unlawful content; (xv) Attacking the Platform with denial-of-service methods; (xvi) Otherwise attempting to disrupt the Platform.

 

8.3        Without limiting other remedies, we may, in our sole discretion, limit, suspend, or terminate our services and User Accounts, prohibit access to our sites, services, applications, Platform and tools, and their content, delay or remove hosted content, and take technical and legal steps to keep Users from using our Platform, services, applications, or tools, if we think that they are creating possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a period of months, or to modify or discontinue our site or services.

 

9.           Technical Support

The Company provides customer support for the service in accordance the terms of the Company’s Customer Support Policy (Support), which are incorporated into these Terms for all purposes.

 

10.        API: 

10.1     The Company provides access to its application-programming interface (API) as part of the service/products. Subject to the other terms provided herein, the Company grants Customer a non-exclusive, non-transferable, terminable license to interact with the API available on the Platform only for purposes of the service/product availed by the User as allowed by the API.

                         i.         The User shall not use the API in a manner that fails to comply with the API technical documentation or with any part of the API. If any of these occur, the Company can suspend or terminate the User’s access to the API on a temporary or permanent basis.

                        ii.         The Company may change or remove existing endpoints or fields in API results upon at least 7 days’ notice to the User the Company may add new endpoints or fields in API results without prior notice to the User.

                      iii.         The API is provided on an ‘AS IS’ and ‘WHEN AVAILABLE’ basis. The Company has no liability to the User as a result of any change, temporary unavailability, suspension, or termination of access to the API.

 

11.        Publicity

Each User is permitted to state publicly that such User is using the services/products of the Company. Each User agrees that the Company may include such Customer’s name and trademarks in its list of customers, online or in promotional materials. Each User also agrees that the Company may verbally reference such User as a customer of the service. 

 

12.        Confidentiality:

12.1     Definition of Confidential Information: Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). The Company’s Confidential Information includes without limitation the services/products (including without limitation the Platform user interface design and layout, and pricing information).

12.2     Protection of Confidential Information: The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of these Terms. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of these Terms.

12.3     Exclusions: Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, (iv) is disclosed with prior consent from the Discloser or (v) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

12.4     The confidentiality obligations under this Agreement shall survive for a period of 2 years from the discontinuation of use of Platform or related services by the User.

 

13.        Proprietary Property:

13.1     Reservation of Rights: The software, workflow processes, user interface, designs, know-how, and other technologies provided by the Company as part of the service are the proprietary property of the Company or its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with the Company. The User may not remove or modify any proprietary marking or restrictive legends in the service or Platform. 

13.2     Restrictions: The User shall not (i) sell, resell, rent or lease the Platform or use it in a service provider capacity; (ii) use the Platform to store or transmit infringing, unsolicited marketing emails, libellous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Platform; (iv) attempt to gain unauthorized access to the Platform or their related systems or networks; (v) reverse engineer the Platform; or (vi) access the Platform to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

14.        Data and Consent:

14.1     By accepting these Terms, the User acknowledges and agrees that, in relation to any personal data processed through the Platform or the API services available on the Platform, the User shall act as the Data Fiduciary as defined under the Digital Personal Data Protection Act, 2023 (DPDP Act), read with the rules thereunder, as amended from time to time. As the Data Fiduciary, the User assumes full responsibility for securing any necessary consent from the Data Principal(s) (individuals whose data is being processed), as may be required by applicable law, including the DPDP Act.

 

14.2     The Company, acting as the Data Processor (as defined under the DPDP Act, will process personal data solely on the User’s instructions and in accordance with these Terms. The responsibility for obtaining, managing, and documenting the consent of the Data Principal(s) rests with the Data Fiduciary. The User hereby indemnifies and holds the Company harmless from any claims, actions, or damages arising from the failure to obtain such consent or from the User’s non-compliance with applicable data protection laws.

 

14.3     The User hereby gives their express consent to the Company to use their data (including their personal data- their name, phone number, PAN number and all other personal information shared with the Company, for the purpose of providing the services under these Terms and any other support services. The User agrees that the Company may use non-personally identifiable User’s data for purposes of enhancing the service, aggregated statistical analysis, technical support and other business purposes.

In addition, the User expressly consents to the use of their data for customer profiling and risk monitoring purposes. Such use will be subject to the explicit, informed consent of the User, and will be in compliance with applicable data protection laws including the DPDP Act and the rules framed thereunder, as amended from time to time. The User acknowledges that this data may be utilized by the Company to assess risk, monitor trends, and enhance the overall service offering.

 

14.4     The Company is committed to protecting the privacy of Users in accordance with the applicable laws including the DPDP Act, its rules and other applicable laws in India. By using the Platform, you consent to the collection, processing, storage, and sharing of your personal data as outlined in these Terms and the Privacy Policy of the Company which is incorporated herein by reference.

 

15.        Trademarks:

All related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. User shall not use such marks without the prior written consent of the Company.

 

16.        Termination: 

We reserve the right to suspend or terminate your access to the Platform, at our discretion, if you violate these Terms. Upon termination, you will cease using the Platform, and any outstanding payments or obligations will remain due.

 

17.        Warranty and Disclaimer:

17.1     The Platform is provided “as is” and without warranties or guarantees. You accept all risks associated with its use.

 

17.2     To the extent permitted by law, we and our affiliates, directors, officers, employees, agents, and advisors are not liable for any damages or losses (including, but not limited to, loss of money, goodwill, reputation, profits, or other intangible losses, or any special, indirect, or consequential damages) arising from:

i. Your use or inability to use the Platform and its tools.

ii. Delays or disruptions in the Platform or tools.

iii. Viruses or malicious software obtained by accessing the Platform, tools, or any linked sites or services.

iv. Glitches, bugs, errors, or inaccuracies in the Platform, tools, or content.

v. Suspension or action taken concerning your account.

 

17.3     Our Platform may experience planned downtime for maintenance, and unplanned outages may also occur. We are not liable for:

(a) The unavailability of the Platform

(b) Loss of data, information, or materials due to outages

(c) Delays, mis-delivery, or non-delivery of data caused by such outages.

(d) Outages caused by third parties, such as hosting companies or internet service providers.

 

17.4     We cannot guarantee that files available for download are free of viruses or other harmful code. It is your responsibility to implement anti-virus protection, ensure data accuracy, and maintain backups for lost data.

 

17.5     To the fullest extent permitted by law, we are not responsible for any loss or damage caused by viruses, denial-of-service attacks, or other harmful materials affecting your computer or equipment. The Application is used at your own risk, and we do not endorse or take responsibility for third-party content, ads, offers, or actions.

 

17.6     The Company disclaims all warranties, including, without limitation, the implied warranties of merchantability, title and fitness for a particular purpose. While the Company takes reasonable physical, technical and administrative measures to secure the service, the Company does not guarantee that the service cannot be compromised. Customer understands that the service may not be error free, and use may be interrupted.

 

17.7     Nothing in this section affects warranties that cannot be excluded or limited by law.

 

18.        Application Security:

You are prohibited from attempting to breach or violate the security of the Platform in any way. This includes, but is not limited to:

(a) Accessing data or accounts that you are not authorized to use.

(b) Testing or probing the security of any system or network without proper authorization.

(c) Disrupting or interfering with other users, hosts, or networks, including sending viruses or overloading the Platform.

(d) Sending unsolicited emails, including advertising or promotions.

(e) Forging email headers or any other part of email or newsgroup posts.

 

Violating system or network security may result in legal consequences, including civil or criminal liability. We will investigate such incidents and may cooperate with law enforcement authorities. You also agree not to use any device, software, or tool to interfere with the proper functioning of the Platform or its services, and not to use automated methods (like bots, spiders, or agents) to navigate or search the Platform, except for the search tools provided by us.

19.   Third-Party Services

19.1     Our service may include links to third-party websites, services, or APIs (“Third-Party Services”) that are not operated or controlled by us. By using our service, you acknowledge that we are not responsible for the availability, content, or features of such Third-Party Services.

19.2     Any use of Third-Party Services is at your own risk and is subject to the terms and conditions and privacy policies of the respective third parties. We encourage you to review those policies before using any third-party services.

19.3     We do not endorse, guarantee, or take responsibility for the products, services, or information provided by any third-party site or service, even if our service is integrated with or linked to them. Any transactions or interactions with third parties are solely between you and the third party.

19.4     We may, at our discretion, discontinue or modify the integration with third-party services at any time. We are not liable for any disruption or issues arising from the discontinuation of any third-party service.

19.5     In the event that third-party services collect or process any data on your behalf through our integration, you consent to the sharing of relevant data with those services, subject to their terms and privacy policies.

 

20.   Referral Partner Services and Additional Fees

20.1.        Our referral partners may independently offer additional services to assist the User with setup, integration, activation, upgrades, or other support services as may be mutually agreed between such referral partner and the Users (including but not limited to Tally/software plugin setup, Atlas subscription checkout, API activation, and periodic upgrades). Any fees charged by the referral partner for such services are solely determined and negotiated between the referral partner and the User.

20.2.        We do not regulate, control, or assume responsibility for additional services offered or fees charged by the referral partners. Any disputes, claims, or liabilities arising from such arrangements shall be handled directly between the User and the referral partner. 

20.3.        By engaging with a referral partner for such services, the User acknowledges that such services are independent of VNSPL and are provided at the User’s own discretion.

 

21.        Indemnity: 

21.1     You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, employees, and agents from any claims, liabilities, damages, losses, and expenses (including legal fees) arising from your use of the Platform or breach of these Terms.

21.2     The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Platform, including loss of profits, data, or business opportunities.

21.3     The Company shall not be responsible for any loss, damage, or legal consequences resulting from your use of third-party sites or services integrated with our platform. We disclaim all liability for any issues arising from third-party interactions.

 

22.        Governing Law and Forum:

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of India. The User irrevocably submit to the exclusive jurisdiction of the courts in Mumbai.

 

23.        Non-Applicability of Injunctive Relief:

The User agrees that, to the fullest extent permitted by law, the User will not be permitted to obtain an injunction or other equitable relief of any kind, such as a court action that could disrupt or halt the development or operation of the Platform.

 

24.        Notices:

24.1     By using the Platform and the services, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Platform.

24.2     You acknowledge that all contracts, notices, information and other communication we may provide electronically comply with any legal requirements that such documents are in writing.

24.3     Notice will be deemed received and properly served immediately when posted on the Platform, 24 hours after an email is sent, or 3 days after the date of posting any letter. As proof of service, it is sufficient that:

i.                For letters, the letter was properly addressed, stamped and placed in the post; and

ii.               For emails, the email was sent to the specified email address.

24.4     By accepting these Terms, you consent to receive electronic communications from the Company. These communications satisfy any legal requirement for written communication, and you waive the right to require a non-electronic signature unless prohibited by law.

 

25.        Waiver and Severability: 

25.1     No waiver by the Company of any provision of these Terms shall be construed as a further or continuing waiver of such provision or a waiver of any other provision, nor shall the Company’s failure to assert a right or provision under these Terms constitute a waiver of such right or provision.

25.2     If any provision of these Terms of Service is determined to be invalid, illegal, or unenforceable for any reason by a court or other tribunal of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions of these Terms of Service will remain in full force and effect.

 

26.        Other Terms:

26.1     Entire Agreement and Changes: These Terms and any other documents incorporated by reference constitute the entire agreement between the User and the Company and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in these Terms. No representation, promise or inducement not included in this agreement is binding. 

26.2     No Assignment: We may assign or transfer our rights, duties and obligations under these Terms to a third party, however, the User shall not assign any of its rights and obligations under these Terms to any other party without our prior written consent.

26.3     Independent Contractors: The parties are independent contractors with respect to each other.

26.4     Enforceability and Force Majeure: If any provision of these Terms is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, the Company shall not be liable for events beyond its reasonable control, including, without limitation force majeure events. 

26.5     Money Damages Insufficient: Any breach by User of these Terms or violation of the Company’s intellectual property rights could cause irreparable injury or harm to the Company. The Company may seek a court order to stop any breach or avoid any future breach.

26.6     Customer and counterparties: the Company shall not be a party to any dispute between the User and his counterparties. In the event of any dispute between the User and his counterparties whether in relation to any deficient, improper or incomplete product or service provided by the User or otherwise, the Company shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes. 

26.7     Feedback: By submitting ideas, suggestions or feedback to the Company regarding the services, the User agrees that such items submitted do not contain confidential or proprietary information; and the User hereby grants the Company an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.

26.8     Force Majeure: The Company shall be under no liability to Users in respect of anything that, if not for this provision, would or might constitute a breach of these Terms, where this arises out of circumstances beyond our control, including but not limited to: (a) acts of god; (b) natural disasters; (c) sabotage; (d) accident; (e) shortage of supplies, equipment, and materials; (f) civil unrest; (g) pandemics; (h) wars or civil unrest (i) electronic outages (j) failure of any equipment, processes or infrastructure involved in providing the services and (k) Computer hacking; 

 

27.        Updates: 

27.1     We reserve the right to revise and update the Terms at any time. All modifications are effective immediately upon posting and apply to all subsequent access to and use of the Platform. Nevertheless, any modifications to the dispute resolution provisions outlined in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the modification is posted on the Platform.

27.2     The User’s continued use of the Platform after the posting of revised Terms indicates acceptance and agreement with the modifications. The User is obligated to review this page each time it accesses this Platform in order to remain informed of any modifications. 

27.3     Notwithstanding the foregoing, we will seek your approval for future changes to the Terms if required to do so by law.

 

28.        Contact: 

Feel like getting in touch? Email us at atlas-support@vayana.com 

 

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