Terms of Use
Effective from: 1 August 2026
CHAIYN AI PRIVATE LIMITED (“CHAIYN”), a company incorporated in India and registered under the Companies Act, 2013 is the author and publisher of the internet resource, website – app.chaiyn.ai, mobile applications, products, services or otherwise connected software and applications provided by CHAIYN, (collectively, the “Site/Platform”).
CHAIYN is a software platform that provides AI-enabled procurement and supply chain solutions, including lead generation, order management, collaboration, and efficiency improvements using technologies such as AI (Artificial Intelligence) / ML (Machine Learning), made available at app.chaiyn.ai (“Services”).
Please carefully go through these User Terms (as defined hereinbelow) along with the Privacy Policy [https://chaiyn.ai/privacy] available on the Site before you decide to access the Site or avail any Services. These User Terms and the Privacy Policy together constitute a legally binding agreement (“Agreement”) between You and CHAIYN and shall apply to and govern your visit to and use, of the Site programming interfaces, software, tools, data, documentation, or website and any of its products or services whether through a computer or a mobile phone as well as to all information, recommendations and or Services provided to You on or through the Site.
1. Definitions
All of the defined and capitalized terms in these User Terms will have the meaning assigned to them here below:
- “Account” shall mean the account created by the User on the Site for availing the Services provided/facilitated by CHAIYN.
- “Applicable Laws” shall mean and include all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, tribunal, or a court of India including but not limited to the Indian Contract Act, 1872, the (Indian) Information Technology Act, 2000 (the “IT Act”), Digital Personal Data Protection Act, 2023 and the rules, regulations, guidelines and clarifications framed thereunder, including the (Indian) Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011 (the “SPDI Rules”), and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (the “IG Rules”). Additionally, in the event that the User is subject to the jurisdiction of a country other than India, “Applicable Laws” shall also include any relevant international, federal, state, provincial, or local laws, regulations, rules, directives, guidelines, or orders of such jurisdiction, which may apply to the User’s use of the services or the subject matter hereof.
- “Aggregated and/or Anonymised Data” shall mean data or information resulting from CHAIYN’s processing of Customer Data or Platform usage data, which has been aggregated and/or de-identified so that it does not identify any individual or specific Customer/Vendor/User, and which may be used for benchmarking, analytics, product improvement and other lawful business purposes.
- “Authorized Users” shall mean those employees, consultants, contractors or other individual users who are authorised by the Customer/Vendor/User to access and use the Site/Platform and the Services on its behalf.
- “Customer/Vendor/you/your/User(s)” shall mean any legal entity or individual, including its employees, contractors, or agents, who accesses or uses the Platform or Services, whether as a buyer, vendor, supplier, or other participant in a supply chain transaction facilitated by the Platform, and whether as a registered user with an Account on the Site/Platform or otherwise. Where the context requires, this expression shall also include the directors, officers and representatives of such entity.
- “Customer Data” shall mean all data, information, content and materials (including any documents, records, communications, product, customer or supplier information, bills of materials, inventory data, pricing and cost data, forecasts, drawings, product specifications, documents and images) that are submitted, uploaded, imported, transmitted or otherwise made available to the Site/Platform or Services by or on behalf of a Customer/Vendor/User or its Authorized Users in connection with the use of the Services.
- “Force Majeure Event” shall mean any and all events arising due to any cause beyond the reasonable control of CHAIYN.
- “Information” shall mean all information on the Site including but not limited to content, text, data, graphics, images, information, suggestions, and guidance.
- “Order Form” shall mean any ordering document, proposal, insertion order or online subscription flow which references these User Terms and sets out the commercial terms (including plan, scope, subscription term and fees) for the Services purchased by a Customer/Vendor/User.
- “Permitted Information” shall mean registration data or any other data submitted by you during the use of any Service offered through the Site.
- “Platform Content” shall mean all content, data, workflows, templates, models, recommendations, analytics, insights and other materials made available by CHAIYN through the Site/Platform and Services, but excluding any Customer Data.
- “Registration Data” shall mean and may include the present, valid, true, and accurate name, email ID, phone number, home and office addresses, bank account details and any other information as may be required by CHAIYN from the User from time to time for registration on the Site.
- “CHAIYN” or “us” or “we” or “our” shall mean CHAIYN AI Private Limited, a company incorporated under the provisions of the Companies Act, 2013, which expression shall, unless it is repugnant to the context or meaning thereof, be deemed to mean and include all its successors, affiliates and permitted assigns.
- “User Terms” shall mean these terms of service.
2. Nature and applicability
These User Terms define the terms under which you are allowed to use the Site and describes the manner in which we shall treat your account while you are registered as a User with us. These User Terms apply to the services made available by CHAIYN on the Site and to other users/visitors of the Site.
- By accessing the Site to use the Services, you irrevocably accept all the User Terms stipulated in the Agreement and agree to fully abide by them.
- The Agreement supersedes all previous oral and written terms and conditions (if any) communicated to you. By availing of any Service, you signify your acceptance of the Agreement. We reserve the right to modify or terminate any portion of the Agreement for any reason and at any time.
- Your acceptance of the User Terms shall also be deemed to include your acceptance of the Privacy Policy available at the Site.
- You should read these User Terms at regular intervals. Your use of the Site following any such modification constitutes your agreement to follow and be bound by these User Terms so modified. Any additional User Terms, disclaimers, Privacy Policy, and other policies applicable in general and/or to specific areas of this Site or to particular service are also considered as part of the User Terms.
- You acknowledge that you will be bound by the Agreement to avail of any of the Services offered by us. If you do not agree with any part of the Agreement, please do not use the Site or avail any of our Services.
- Where the Site/Platform requires you to create an Account, you will be required to expressly accept these User Terms (for example, by clicking “Sign Up”, “Create Account”, “I Agree” or a similar button) during the signup or registration process. By taking such action, you confirm your acceptance of, and agreement to be bound by, the Agreement on your own behalf and, where applicable, on behalf of the Customer/Vendor/User you represent.
- Your access to the use of the Site and the Services will be solely at the discretion of CHAIYN. The User Terms are published in compliance with and are governed by the provisions of Indian law, including but not limited to:
- the Indian Contract Act, 1872;
- the IT Act, 2000;
- the Digital Personal Data Protection Act, 2023; and
- the rules, regulations, guidelines, and clarifications framed thereunder, including SPDI (Sensitive Personal Data or Information) Rules, 2011 and the IG (Intermediary Guidelines) Rules, 2021 as amended from time to time.
- We reserve the right to store information on a User’s computer in the form of “cookies” or similar files for purposes of modifying the Site to reflect the User’s preference. CHAIYN shall try to ensure that all information that is provided on the Site with respect to policies/products/services is accurate in all respects and is kept up to date. However, CHAIYN does not guarantee the timeliness, accuracy, completeness, reliability or content of the information and any changes that are made with respect to the same.
- CHAIYN’s performance to the Agreement is subject to Applicable Laws and legal processes, and nothing contained in the Agreement is in derogation of CHAIYN’s right to comply with governmental, court, and law enforcement directions relating to the use of this Site or information provided to/gathered by CHAIYN vis-à-vis such use.
- CHAIYN may introduce new services in relation to the Site from time to time. The existence and availability of the new services will be notified on the Site as and when they become available and any revisions in the User Terms will take place in accordance with these User Terms. In addition, CHAIYN may also publish notices of a general nature, which are applicable to all visitors or Users on its Site. Such notices will have the same effect as a notice served individually to each visitor or User.
- The Agreement is an electronic record in terms of the IT Act and rules thereunder as applicable and the provisions pertaining to electronic records in various statutes as amended by the IT Act. This electronic record is generated by a computer system and does not require any physical or digital signatures.
3. Scope of service: licence
- Subject to your continued compliance with these User Terms and, where applicable, the relevant Order Form, CHAIYN grants you and your Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Site/Platform, the Services and the Platform Content during the applicable subscription term solely for your internal business purposes in connection with your supply chain, sourcing, manufacturing and related operations.
- CHAIYN may make the Services available under different plans or tiers, which may include free, beta or trial access (“Free Plans”) and paid subscription plans (“Paid Plans”), as described on the Site/Platform or in an applicable Order Form. The specific Services, features, usage limits, support commitments and fees applicable to you will be as described for the relevant plan on the Site/Platform or in the applicable Order Form. In the event of any inconsistency between these User Terms and an Order Form, the Order Form shall prevail with respect to the applicable plan.
- Except for the limited rights expressly granted in this Clause, no other rights are granted to you and CHAIYN reserves all rights, title and interest in and to the Site/Platform, the Services and the Platform Content, including all related intellectual property rights.
- The Site/Platform is an online technology platform that enables Users to upload, manage and share Customer Data (including without limitation drawings, technical specifications, RFQs, quotations, capability statements, certifications and order information), to discover and evaluate other Users, to send or respond to RFQs, and to monitor and manage supply chain-related activities.
- CHAIYN does not itself manufacture, supply, procure or purchase any goods or services through the Site/Platform, and does not act as agent, broker, principal, guarantor or insurer for any User. Any discussions, negotiations, offers, quotations, acceptances, purchase orders, supply agreements or other arrangements entered into between Users through or in connection with the Site/Platform are solely between such Users, and CHAIYN is not a party to, and shall have no responsibility or liability in relation to, any such arrangements, including with respect to pricing, quality, specifications, quantities, delivery, performance, delays, defaults or payments.
- You are solely responsible for conducting your own due-diligence on any person you choose to interact or contract with through the Site/Platform, and for all decisions regarding the sharing of Customer Data (including any drawings, specifications, documents, RFQs, quotations and pricing) with any other User or third party.
- You acknowledge that certain features of the Services involve the use of artificial intelligence and machine learning technologies including autonomous AI agents that may take actions on your behalf such as generating requests for quotation, evaluating supplier responses, and creating draft purchase orders to generate or present recommendations, analytics, insights, forecasts or other outputs based on Customer Data and/or other inputs (“AI Outputs”). You further acknowledge and agree that: AI Outputs are generated on a probabilistic basis and may not be accurate, complete or appropriate in all circumstances. CHAIYN does not warrant or guarantee the accuracy, completeness, reliability or suitability of any AI Outputs for any particular purpose and you remain solely responsible for (i) reviewing, validating and verifying any AI Outputs before relying on them; and (ii) all decisions and actions taken (or not taken) in reliance on any AI Outputs. You acknowledge that any AI Outputs are provided for informational purposes only and are not intended to constitute advice, recommendations or assurances of any kind (including with respect to pricing, availability, lead times, capacity, compliance or fitness for a particular purpose), and that you remain solely responsible for independently verifying all such information and for all business, operational and commercial decisions made in reliance on the Services or any AI Outputs.
- CHAIYN may from time to time modify, enhance, upgrade, update or discontinue any aspect of the Site/Platform, Services or Platform Content (including by adding or removing features or functionality), provided that, in the case of Paid Plans, CHAIYN will use commercially reasonable efforts to ensure that the Services made available for the remainder of the applicable subscription term provide a level of core functionality that is reasonably comparable to that described in the applicable Order Form or on the Site/Platform at the time of purchase. In addition to the foregoing, you expressly acknowledge and consent that CHAIYN may retain and use Customer Data, and other information submitted by you on or through the Site/Platform including photographs, images, drawings, specifications and related materials to train, develop, improve and enhance CHAIYN's artificial intelligence and machine learning models, products and services, in accordance with the licence granted under Clause 13(d)(iv) of these User Terms.
- CHAIYN reserves the right, without liability to you, to (i) modify, suspend or discontinue Free Plans at any time without notice; and (ii) temporarily suspend access to the Services for maintenance, scheduled downtime or unscheduled emergency maintenance, in which case CHAIYN will use commercially reasonable efforts to notify Paid Plan customers in advance where practicable.
4. Minimum age
You must be 18 years of age or older to register, use the Services, or visit or use the Site in any manner. By registering, visiting, and using the Site or accepting the Agreement, you represent and warrant to CHAIYN that you are 18 years of age or older and that you have the right, authority and capacity to use the Site and the Services available through the Site, and agree to and abide by the Agreement. The Platform is not intended for use by individuals under the age of 18. We do not knowingly collect personal information from children. If you become aware that a child has provided us with personal information without parental consent, please contact us, and we will take steps to remove the information.
5. Registration/membership and manner of usage of account
- You understand and acknowledge that you can register on the Site only after complying with the requirements of this paragraph and by entering your registration data as required by CHAIYN. By creating an Account and using the Site/Platform, you represent and warrant that: (i) you are duly authorised to act on behalf of the person or entity on whose behalf you are accessing or using the Site/Platform; and (ii) you have obtained all necessary approvals and consents to upload or otherwise make available any Customer Data (including any confidential or proprietary information such as technical documents, specifications or drawings) through the Site/Platform.
- You shall ensure that the registration data provided by you is accurate, complete, current, valid and true and is updated from time to time. CHAIYN shall bear no liability for false, incomplete, old or incorrect registration data provided by you.
- You are solely responsible for maintaining the confidentiality of your registration data and will be liable for all activities and transactions that occur through your Account, whether initiated by you or any third party. Your Account cannot be transferred, assigned or sold to a third party. We shall not be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge.
- You acknowledge that your Account and any associated username and password are unique to you and/or the Customer/Vendor/User you represent, and may not be shared or transferred to any third party except your Authorized Users in accordance with these User Terms. You are responsible for procuring and maintaining all network connections, devices, equipment, software and third-party services necessary to access and use the Site/Platform and Services, and CHAIYN shall have no responsibility for any failures or delays caused by such network connections, devices, equipment, software or third-party services.
- CHAIYN reserves the right to suspend or terminate your Account with immediate effect and for an indefinite period, if we have reason to believe that the registration data or any other data provided by you is incorrect or false, or that the security of your Account has been compromised in any way, or for any other reason CHAIYN may find just or equitable.
- We allow you to open only one Account in association with the registration data provided by you. In case of any unauthorized use of your Account please immediately reach us at hello@chaiyn.ai. In case, you are unable to access your Account, please inform us at hello@chaiyn.ai and make a written request for blocking your Account. We will not be liable for any unauthorized transactions made through your Account prior to the expiry of 72 (seventy-two) hours after you have made a request in writing for blocking your Account, and we shall not have any liability in case of Force Majeure Events.
- By using the Site or the Service, you further agree that:
- You will only use the Site and Service for your sole internal business use and will not resell or assign it to a third party;
- You will not use an account that is subject to any rights of a person other than you without appropriate authorization;
- You will not use the Services or Site for unlawful purposes;
- You will not try to harm the Service, Site or our network in any way whatsoever;
- You may not use cheats, automation software (bots), hacks, modifications (mods), or any unauthorized third-party software designed to modify the Services;
- You will provide CHAIYN with such information and documents that CHAIYN may reasonably request;
- You may not submit, transmit, display, perform, post, or store any content that is inaccurate, illegal, including copyrighted drawings, product specifications and images without consent, defamatory, obscene, sexually explicit, pornographic, violent, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel, insensitive, deceptive, or otherwise objectionable;
- you will not, and will not permit any third party to, directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying ideas, algorithms or structure of the Site/Platform, Services or any related software, except to the limited extent that Applicable Laws specifically prohibit such restriction;
- You will not use the Services for bullying, disruptive or objectionable purposes, or in violation of our policies and standards, including our Privacy Policy or for political campaigning or lobbying purposes, or for fraudulent, inciting, organizing, promoting or facilitating violence or criminal or harmful activities;
- You shall not attempt to bypass, deactivate, or otherwise disrupt security features of the Site, including those that prevent or limit the use or copying of any content or enforce restrictions on the Site's use and/or the features therein;
- You will not upload or send viruses, trojan horses, or other harmful material, including excessive use of capital letters and spamming (repeated posting of identical text), that disrupts any party's uninterrupted use of the Site or alters, impairs, disrupts, modifies, or interferes with the Site's use, features, functions, operation, or maintenance;
- You are aware of and shall comply with the IT Act and the rules, regulations and guidelines notified thereunder as amended from time to time;
- You will not attempt to impersonate another user or individual or use another user's username;
- You will not copy, frame, mirror, scrape, index, crawl or otherwise reproduce or distribute any part of the Site/Platform, Services or Platform Content in any medium, including by means of any automated or non-automated “scraping”, data mining, robots or spiders, other than as expressly permitted under these User Terms;
- You will comply with all applicable laws from your country of domicile and residence and the country, state and/or city in which you are present while using the Site or Service; and
- You are aware of and shall comply with the Applicable Laws and the rules, regulations, and guidelines notified thereunder as amended from time to time.
- CHAIYN assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect User’s equipment on account of User’s access to, use of, or browsing the Site or the downloading of any material, data, text, images, video content, or audio content from the Site. If a User is dissatisfied with the Site, the User’s sole remedy is to discontinue using the Site.
- CHAIYN reserves the right to immediately terminate the Service and the use of the Site in the event of non-compliance with any of the above requirements. Further, subject to Applicable Laws, CHAIYN may store the information provided by you or record your calls for contacting you for all Service-related matters including obtaining feedback in relation to the Services provided/facilitated through the Site. You shall promptly inform CHAIYN of any change in the information provided by You.
- CHAIYN or an authorized representative of CHAIYN, shall provide information regarding services, discounts and promotions provided by CHAIYN to you by way of an SMS, email, Site and messages through WhatsApp to your registered mobile number/registered Email ID.
- Subject to Applicable Laws, CHAIYN will be entitled to process and transfer your information as and when it deems fit and it may store or transfer your information in a server outside India or the country where you are located in order to perform CHAIYN’s obligations under these User Terms.
- You are solely responsible for all Customer Data and other content that you or your Authorized Users submit, upload, import, transmit or otherwise make available on or through the Site/Platform or Services. You represent and warrant that you have all rights, licences and consents necessary to grant the licences set out in this Clause and that neither the Customer Data nor our use of it in accordance with the Agreement will infringe any third-party rights or violate Applicable Laws.
- You acknowledge and agree that by uploading, transmitting or otherwise making available any Customer Data including but not limited to photographs, images, drawings, product specifications, pricing information, technical documents and any information that may be confidential or proprietary in nature through the Site/Platform, such data may be shared with suppliers, vendors or other Users through the Site/Platform, and you do so entirely at your own risk. CHAIYN acts solely as an intermediary platform facilitating the exchange of such data between Users and shall not be responsible or liable in any manner whatsoever for any unauthorised access to, disclosure, leakage, misuse, copying, distribution or onward transmission of such data by any supplier, vendor, User or any third party who receives or gains access to such data through or in connection with the Site/Platform. You shall have no claim against CHAIYN for any loss, damage, liability or expense (including any claims for breach of confidentiality, infringement of intellectual property rights or loss of trade secrets) arising out of or in connection with any such unauthorised access, disclosure, leakage or misuse of Customer Data by any supplier, vendor, User or third party.
- You expressly consent to receive communications from us and our partners offering services and value-added services to you via your registered phone number, email address, and/or the Site. You acknowledge that you will not hold us responsible for any communications received from us, and such communications shall not be considered spam, unsolicited communication, or a violation of your registration on the National Do Not Call Registry. Furthermore, you agree that we may contact you through telephone, email, SMS, or any other electronic means for purposes including, but not limited to:
- Obtaining feedback in relation to Site or CHAIYN’s Services;
- Connecting for any further details; and
- Resolving any complaints, information, or queries.
You have the option to opt out of receiving such information at any time. To do so, you may contact us at hello@chaiyn.ai. Upon receiving your request, CHAIYN on best effort basis shall process your request and discontinue sending you further information.
6. Publicity rights
You hereby grant us the right and license to use your name, your company’s name, and/or logo for inclusion in our partner list and on our official website for promotional and marketing purposes. This right shall be exercised in accordance with the User Terms. If at any time you have concerns regarding such purposes, you may reach out to us by emailing at hello@chaiyn.ai. We will review and address your concerns accordingly.
7. Force majeure
CHAIYN will not be responsible for failure or delay of performance for any Services if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party.
8. Subscription plans and fees
- Access to certain modules, features or functionality of the Services may be subject to subscription plans and Fees, as described on the Site/Platform and/or in an applicable Order Form. The applicable subscription plan, usage limits (including number of Authorised Users or other usage metrics), subscription term and Fees shall be as set out on the Site/Platform or in the relevant Order Form.
- You agree to pay all Fees for the Services in accordance with the billing and payment terms specified on the Site/Platform or in the applicable Order Form. Except as expressly stated otherwise on the Site/Platform or in the relevant Order Form, all payment obligations are non-cancellable and all Fees paid are non-refundable.
- Unless otherwise specified in the relevant Order Form, each subscription shall commence on the effective date stated therein and shall continue for the initial subscription term specified. Thereafter, the subscription shall automatically renew for successive periods equal to the initial subscription term (or such other period as may be indicated on the Site/Platform) unless either party gives written notice of non-renewal in accordance with the notice period stated on the Site/Platform or in the Order Form.
- CHAIYN may suspend Your access to the Site/Platform or Services (or any part thereof) if any undisputed Fees are overdue and remain unpaid for more than 30 (thirty) days after the due date, until such amounts are paid in full, without prejudice to CHAIYN’s right to terminate in accordance with Clause 19 below.
9. Cancellation of account
If you wish to cancel your account or request that we no longer use your information to provide you with the Services, contact us at hello@chaiyn.ai. We will retain your information for as long as your account with the Services is active and as needed to provide you with the Services. We shall not retain such information for longer than is required for the purposes for which the information may lawfully be used or is otherwise required under any other law for the time being in force. After a period of time, your data may be anonymized and aggregated and then may be held by us as long as necessary for us to provide our Services effectively or improve the Services.
Upon cancellation or termination of Your Account, CHAIYN shall retain and/or delete Customer Data in accordance with Applicable Laws, its internal policies and its Privacy Policy, and may continue to retain and use Aggregated and/or Anonymised Data as permitted under these User Terms.
9A. Deletion of customer data content
- Subject to the provisions of these User Terms and Applicable Laws, you may at any time delete Customer Data that you have uploaded, submitted or otherwise made available on or through the Site/Platform, using the functionality made available on the Site/Platform for such purpose (where available).
- Where the Site/Platform does not provide a self-service deletion feature for specific Customer Data, you may submit a written request to CHAIYN at hello@chaiyn.ai requesting the deletion of such data, specifying with reasonable particularity the Customer Data to be deleted. Upon receipt of such request, CHAIYN shall use commercially reasonable efforts to delete the specified data within thirty (30) days, subject to the exceptions set out in Clause 9A(c) below.
- Notwithstanding Clauses 9A(a) and 9A(b) above, you acknowledge and agree that:
- CHAIYN shall not be obligated to delete any Aggregated and/or Anonymised Data derived from your Customer Data, and CHAIYN may continue to retain and use such Aggregated and/or Anonymised Data in accordance with these User Terms;
- CHAIYN may retain copies of Customer Data to the extent required to comply with Applicable Laws, regulatory requirements, legal proceedings or governmental orders;
- any Customer Data that has already been shared with, accessed by, downloaded or copied by suppliers, vendors, other Users or third parties through the Site/Platform prior to the effective date of deletion cannot be recalled, retrieved or deleted by CHAIYN, and CHAIYN shall have no obligation or liability in respect of any such data or content in the possession of such third parties; and
- any data or information that has been incorporated into CHAIYN's artificial intelligence or machine learning models, in anonymised, aggregated or de-identified form, prior to the effective date of deletion shall not be required to be deleted or removed from such models.
10. Compliance with laws
We will comply with all the Applicable Laws in our provision for Services and our processing of Registration Data or Permitted Information. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
11. Rights and obligations of the user
- CHAIYN hereby informs Users that as mandated by Rule 3(1) of the IG Rules they are not permitted to host, display, upload, modify, publish, transmit, update, or share any information that:
- belongs to another person and to which the User does not have any right;
- is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
- harms minors in any way;
- infringes any patent, trademark, copyright or other proprietary rights;
- violates any law for the time being in force;
- deceives or misleads the addressee about the origin of such messages or communicates any information that is grossly offensive or menacing in nature;
- impersonates another person;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; and
- threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any offence or prevents investigation of any offence or is insulting any other nation.
Without prejudice to the generality of Clause 11(a) above, you shall ensure that all information and data (including any engineering drawings, technical specifications, designs, bills of materials, requests for quotation, pricing information, order details and related communications) that you upload, transmit or otherwise make available through the Site/Platform: is accurate and complete to the best of your knowledge; does not infringe any intellectual property, confidentiality or other proprietary rights of any third party; and is shared only with those third parties whom you intend to receive such information and data
- Users are also prohibited from:
- violating or attempting to violate the integrity or security of the Site, or any content of CHAIYN;
- transmitting any information (including job posts, messages and hyperlinks) on or through the Site that is disruptive or competitive or prejudicial to the provision of Services;
- intentionally submitting any incomplete, false or inaccurate information;
- making any unsolicited communications to other Users;
- using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Site;
- copying or duplicating in any manner any of the information available from the Site; and/or
- framing or hot linking or deep linking any of the information available from the Site.
- CHAIYN, upon obtaining knowledge by itself or being brought to actual knowledge by an affected person in writing or through email signed with electronic signature about any such information (as mentioned above) generated by Users, or on being notified by the appropriate Government or its agency that the Site is being used by the User to commit any unlawful act and/or is being used in violation of paragraphs above, shall be entitled to remove or disable access to the material or information that is in contravention of such paragraphs. CHAIYN is entitled to act, as required by the Applicable Laws as and where required. CHAIYN shall also be entitled to preserve such information and associated records for at least 90 (ninety) days for production to governmental authorities for investigation purposes. For the avoidance of doubt, any such removal, disabling of access or preservation of information shall not be construed as CHAIYN assuming any responsibility or liability for, or becoming a party to, any communications, negotiations, quotations, purchase orders, contracts or other commercial dealings between Users or between a User and any third party.
- In case of non-compliance with any Applicable Laws, rules or regulations, or these User Terms (including the Privacy Policy), CHAIYN has the right to immediately terminate the access or usage rights of the User to the Site and Services and to remove non-compliant information from the Site.
- You acknowledge and agree that the Site/Platform primarily facilitates the exchange of information and data between Users. CHAIYN is not, and shall not be deemed to be, a party to, or responsible for, any communications, representations, quotations, acceptances, purchase orders, contracts, deliveries, payments or other dealings between Users or between a User and any third party, and CHAIYN shall have no responsibility or liability in connection therewith.
12. Intellectual property ownership
- CHAIYN alone (and its licensors, where applicable) shall own all rights, title, and interest, including all related intellectual property rights, in and to (i) the Site, product, Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or any other offering; (ii) text, graphics, user interfaces, visual interfaces, photographs, documents, trademarks, logos, copyright, patents, sounds, music, artwork and computer codes including but not limited to all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site; or (iii) other information provided by you or any other party relating to the Site, or the Service. Third-party trademarks may appear on this Site and all rights therein are reserved to the registered owners of those trademarks. For use of any third party’s intellectual property, you need to get permission directly from the owner of the intellectual property for any use.
- These User Terms do not constitute a sale and do not convey any rights of ownership in or related to the Site or the Service, or any intellectual property rights owned by CHAIYN. You shall be solely responsible for any violations of any laws and for any infringements of any intellectual property rights caused by the use of the Services or the Site.
13. Confidentiality
- Each party (“Receiving Party”) may receive non-public business, technical or financial information (“Confidential Information”) from the other party (“Disclosing Party”) in connection with these User Terms. CHAIYN’s Confidential Information includes the Site/Platform, the Services, Platform Content, documentation, pricing and performance information. Your Confidential Information includes Customer Data to the extent it is not public by its nature.
- The Receiving Party shall use the Disclosing Party’s Confidential Information only for the purposes of performing its obligations or exercising its rights under these User Terms and shall not disclose such Confidential Information to any third party except to its employees, advisors and service providers who need to know such information for such purposes and are bound by confidentiality obligations no less protective than those set out herein.
- The obligations in this Clause 13 shall not apply to information that (i) is or becomes public through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party prior to disclosure; (iii) is received from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party may also disclose Confidential Information to the extent required by Applicable Laws or a court or governmental order, subject to providing prompt notice to the Disclosing Party (where legally permitted).
- Notwithstanding anything to the contrary contained in this Clause 13 or elsewhere in these User Terms, you expressly acknowledge and agree that:
- by uploading, transmitting, importing or otherwise making available any Customer Data, or any other information (including but not limited to photographs, images, drawings, specifications, pricing data, technical documents and any information that may be confidential or proprietary in nature) on or through the Site/Platform, such information may be made accessible to suppliers, vendors, other Users and third parties through the normal operation of the Site/Platform and the features configured by you, and you acknowledge that CHAIYN cannot guarantee or ensure the confidentiality of such information once it has been so shared or made available;
- you assume all risk associated with the upload and sharing of such information, and you acknowledge that such information may, by virtue of its availability on or through the Site/Platform, become accessible to the public or to parties beyond those originally intended by you;
- CHAIYN shall be entitled to retain all Customer Data submitted, uploaded or otherwise made available by you on or through the Site/Platform, for such period as CHAIYN deems reasonably necessary for its business purposes, compliance with Applicable Laws and its internal policies, and for a reasonable period following termination or expiry of your Account or these User Terms; and
- you hereby grant CHAIYN an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable and transferable licence to use, reproduce, process, adapt, modify, analyse and incorporate all Customer Data (including in anonymized, aggregated or de-identified form) for the purpose of training, developing, improving and enhancing CHAIYN's artificial intelligence and machine learning models, algorithms, products and services, and for any other lawful business purpose, provided that CHAIYN shall use commercially reasonable efforts to anonymise or de-identify such data where practicable before using it for such purposes.
14. Submissions
- For the purposes of this Clause, "Submissions" means feedback, feature requests, suggestions for improvements, testimonials, bug reports or other general comments regarding the Site/Platform or Services that you voluntarily provide to CHAIYN. For the avoidance of doubt, "Submissions" do not include Customer Data, or any information uploaded, transmitted or otherwise made available on or through the Site/Platform in connection with your use of the Services.
- You acknowledge and agree that any Submissions are not confidential and will become the property of CHAIYN. CHAIYN shall possess all rights, including all intellectual property rights, and shall have the unrestricted authority to utilize and distribute such Submissions for any lawful purpose, whether commercial or otherwise, without recognition or compensation to you. You hereby waive any moral rights pertaining to such Submissions.
15. Indemnity
- User agrees to indemnify and hold harmless CHAIYN, its affiliates, officers, directors, employees, consultants, licensors, agents, representatives and partners from any and all third-party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from User’s access to or use of Service, violation or breach of these User Terms, any Applicable Law or regulation, whether or not referenced herein or infringement by any other User of his/her/its account, of any intellectual property or other rights of any person or entity. CHAIYN will notify you promptly of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, to the extent that such action is based upon or arises out of:
- unauthorized or illegal use of the Site or our Service by you or your affiliates;
- your noncompliance with or breach of the Agreement;
- your use of any third-party products which are used in connection with the Services; and
- the unauthorized use of the Site or our Service by any other person using your Account.
You further agree to provide us with assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
- You understand and agree that you are personally responsible for your behavior on a Site. You agree to indemnify, defend and hold harmless CHAIYN, its subsidiaries, affiliated companies, joint ventures, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use a Site or any Services, or any violation by you of these User Terms.
16. Disclaimer of warranties
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. BY USING THE SITE AND OUR SERVICES, YOU AGREE THAT YOU DO SO AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR ANY LINKED WEBSITES, AND WE ASSUME NO LIABILITY FOR ANY ERRORS, INACCURACIES, PERSONAL INJURY, PROPERTY DAMAGE, UNAUTHORIZED ACCESS TO OUR SERVERS, INTERRUPTIONS IN SERVICE, VIRUSES TRANSMITTED THROUGH THE SITE, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF USING ANY CONTENT PROVIDED ON THE SITE. WE DO NOT ENDORSE OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE, AND WE ARE NOT RESPONSIBLE FOR MONITORING TRANSACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS. AS WITH ANY PURCHASE, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT: (A) THE SITE/PLATFORM MERELY FACILITATES THE EXCHANGE OF INFORMATION AND DATA BETWEEN USERS; (B) CHAIYN DOES NOT CONTROL OR VERIFY, AND MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING, ANY QUOTATIONS, CAPABILITY STATEMENTS, CERTIFICATIONS, PRICING, DELIVERY TERMS, ORDER DETAILS OR OTHER COMMERCIAL INFORMATION PROVIDED BY ANY USER; AND (C) ALL DECISIONS TO SELECT OR ENGAGE ANY SUPPLIER, VENDOR, CUSTOMER OR OTHER COUNTERPARTY, AND ALL RESULTING COMMERCIAL OUTCOMES (INCLUDING ANY ORDERS, CONTRACTS, DELIVERIES AND PAYMENTS), ARE SOLELY BETWEEN THE RELEVANT USERS AND ENTIRELY AT THEIR OWN RISK.
17. Limitation of liability
- The information, recommendations and Services provided to you on or through the Site are for general information purposes only and do not constitute advice.
- CHAIYN shall not be liable for any damages resulting from the use of or inability to use the Site, including damages caused by the wrong usage of the Site, error in , network issues, malware, viruses or any incorrectness or incompleteness of any Information.
- The Information available on the Site could include inaccuracies or typographic errors. CHAIYN has endeavoured to ensure that all the information on the Site is correct, but CHAIYN neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data or information contained. CHAIYN makes no warranty, express or implied, concerning the Site and/or its contents and disclaims all warranties of fitness for a particular purpose and warranties of merchantability in respect of Services, including any liability, responsibility or any other claim, whatsoever, in respect of any loss, whether direct or consequential, to any user or any other person, arising out of or from the use of the information contained in the Site.
- In no event shall CHAIYN be liable for the provision of or failure to provide all or any Services to Users contacted or managed through the Site;
- any content posted, transmitted, exchanged or received by or on behalf of any User or other person on or through the Site;
- any other matter relating to the Site or the Service.
- any unauthorised access, disclosure, leakage, breach, misuse or onward dissemination of any Customer Data, or other information (including photographs, images, drawings, specifications, confidential information or proprietary materials) by any supplier, vendor, User or third party who receives or obtains access to such information through or in connection with the Site/Platform or Services, howsoever caused.
- If Applicable Law does not permit the exclusion of certain warranties or the limitation or exclusion of liability, the scope and duration of such warranty exclusions and the extent of the liability of CHAIYN shall be the minimum permitted under Applicable Law.
- Under no circumstances, including but not limited to negligence, shall CHAIYN, its employees and directors, its suppliers and its third party advisors be liable for any indirect, incidental, special or consequential damages or any damages whatsoever including punitive or exemplary (including, but not limited to, damages caused by any virus, personal injury, loss of profits, data or other intangible, business interruption, loss of privacy, or any other pecuniary loss), arising out of or in any way connected with the use/delivery/performance of the Site, with the delay or inability to use this Site or any links or items on the Site, the provision of or failure to provide Services, or for any information, software, products, services and related graphics obtained through this Site, or otherwise arising out of the use of this Site, whether based on contract, tort, strict liability or otherwise, or for cost of procurement of substitute goods and repair & correction services or resulting from the use of this Site or obtained or messages received or transactions entered into through or from the Site or resulting from unauthorized access to or alteration of your transmissions or data, even if we have been advised of the possibility of such damages.
- In no event shall the aggregate liability of CHAIYN, whether in contract, tort (including negligence), strict liability or otherwise, arising out of or in connection with these User Terms, the Site/Platform, the Services or any transaction between you and any other User, exceed the total amount of Fees actually paid by you to CHAIYN for the Services giving rise to such claim during the twelve (12) month period immediately preceding the event giving rise to the claim.
- All transactions that are carried out by and on behalf of the User shall be subject to government notifications, the rules, regulations and guidelines issued by regulatory bodies defining rules/regulations governing the offer of any service on the Site. CHAIYN shall not be liable if any transaction does not fructify or may not be completed or for any failure on part of CHAIYN to perform any of its obligations under these User Terms or those applicable specifically to its services/facilities if performance is prevented, hindered or delayed by a Force Majeure event and in such case, its obligations shall be suspended for so long as the Force Majeure event continues.
- The User understands and agrees that any material and/or data downloaded or otherwise obtained through the Site is done entirely at his/her own discretion and risk and the User himself/herself will be solely responsible for any damage to their computer systems or loss of data that results from the download of such material and/or data.
18. Third-party websites and content
- The Site may be linked to the websites of third parties, affiliates, and business partners. However, CHAIYN is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of any businesses or individuals or the content of their website. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Site. Your linking to any other off-site website is at your own risk. These User Terms do not apply to such third-party sites, and we are not responsible for their privacy practices. We encourage you to review the privacy policies of those third parties before proceeding to such websites.
- CHAIYN reserves the right to display sponsored ads on the Site. Without prejudice to the status of other content, CHAIYN shall not be liable for the accuracy of the information or the claims made in the sponsored listings. CHAIYN does not encourage the Users to visit the sponsored listings page or to avail of any services from them. CHAIYN will not be liable for the services of the providers of the sponsored listings.
19. Term and termination of user terms
- Unless terminated, the Agreement between CHAIYN and the User is perpetual in nature upon browsing the Site and availing the Services through the Site.
- CHAIYN reserves the right to suspend or terminate a User’s access to the Site and the Services with or without notice and to exercise any other remedy available under law, in cases where:
- Such User breaches any User Terms of the Agreement;
- A third party reports the violation of any of its rights as a result of your use of the Services;
- CHAIYN is unable to verify or authenticate any information provided to CHAIYN by a User;
- CHAIYN has reasonable grounds for suspecting any illegal, fraudulent or abusive activity on part of such User; or;
- CHAIYN believes in its sole discretion that User’s actions may cause legal liability for such User, other Users or CHAIYN or are contrary to the interests of the Site.
- Once temporarily suspended, indefinitely suspended or terminated, the User may not continue to use the Site under the same account, a different account or re-register under a new account. On termination of an account due to the reasons mentioned herein, such User shall no longer have access to data, messages, files and other material kept on the Site by such User.
- Termination of the Agreement will not prejudice accrued rights of either CHAIYN or the User.
- Paragraphs pertaining to Indemnification, Limitation of Liability, Intellectual Property Ownership, Term and Termination, Applicable Law and Dispute Resolution and such other provisions which are intended to survive the termination, shall survive the termination of these User Terms in accordance with their terms.
20. Authority to CHAIYN
The User hereby authorizes CHAIYN to carry out his instructions, effecting such transactions as may be permitted by CHAIYN from time to time, in accordance with these User Terms and such other terms as may be specified.
21. Evidence of transactions
For any transaction which may be permitted by CHAIYN from time to time, CHAIYN’s own records of such transactions maintained through computer systems or otherwise, shall be accepted as conclusive and binding for all purposes unless the User provides credible written evidence to the contrary within 30 (thirty) days of the relevant transaction date. In the absence of such evidence being provided within the said period, CHAIYN's records shall be deemed conclusive for all purposes.
22. Applicable law and dispute resolution
These User Terms are subject to the laws of India and courts of Bangalore shall have jurisdiction over Disputes or differences arising out of the same. Any Dispute, claim or controversy arising out of or relating to these User Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, the Service (collectively, “Dispute(s)”), the parties shall attempt to settle the same amicably, through negotiation and consultation at such offices of CHAIYN as it may designate. In the event the Dispute is not resolved internally after at least 30 (thirty) days of negotiation, in good faith, the same shall be subject to binding and final arbitration in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time. The reference shall be made to a sole arbitrator appointed by CHAIYN.
23. Severability
If any provision of the Agreement is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under Applicable Law, then such provision shall be excluded from the Agreement and the remainder of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided however that, in such event, the Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitral tribunal.
24. Conflict
In the event of any conflict, contradiction, or inconsistency between the provisions of these User Terms and any other agreement separately executed between you and CHAIYN, the terms of the separately executed definitive agreement (if such an agreement exists and has been duly entered into by the parties) shall prevail. However, any exceptions to this principle must be expressly agreed to in writing by both parties, with specific reference to the provisions of these User Terms. Absent such express written agreement, the terms of the definitive agreement shall govern.
25. Waiver
No provision of the Agreement shall be deemed to be waived and no breach excused unless such waiver or consent shall be in writing and signed by CHAIYN. Any consent by CHAIYN or a waiver by CHAIYN for any breach by you, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy.
26. Jurisdictional issues
Unless otherwise expressly set forth herein, CHAIYN makes no representation that materials on this Site are appropriate or available for use in any location. Those who choose to access this Site agree to do so at their own initiative and are responsible for compliance with local laws. The Services that are part of the Site do not constitute an offer to sell or a solicitation of an offer to buy to any person in any jurisdiction where it is unlawful to make such an offer or solicitation.
27. Contact information of the grievance officer
- In accordance with the IT Act, and the rules made thereunder, if you have any grievance with respect to the Site or the Service, including any discrepancies and grievances with respect to the processing of information, you may contact the designated Grievance Officer at: hello@chaiyn.ai.
- You can contact the Grievance Officer for any concerns or grievances related to the privacy policy or the handling of your personal information. We encourage you to provide specific details regarding your concern to facilitate a prompt and appropriate response. Please note that the Grievance Officer is appointed to address privacy-related concerns specifically. For general inquiries or support regarding the B2B platform, we recommend reaching out to our customer support team through the designated channels provided on the Platform. We are committed to addressing any privacy concerns in a timely and appropriate manner.