Terms of Service

1. By accessing or using the Service (defined below), clicking "I Accept," or executing an Order, you ("Customer," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are accepting on behalf of an organization, you represent and warrant that you have the authority to bind that entity.
2. Please read these Terms carefully before using the Services (defined below).
3. These Terms contain a binding arbitration clause (Section 17) requiring most disputes to be resolved through final and binding arbitration rather than court proceedings. Nothing in these Terms, however, limits any non-excludable statutory rights you may have under Applicable Law.
4. For Customers: Your contract is with Sapaad Software Private Limited, incorporated under the laws of India, which acts as a reseller/provider of the Service, as may be applicable ("Sapaad India").
5. References to "Sapaad," "we," "us," or "our" refer to the applicable contracting entity.

Unless otherwise defined in the Order or the context otherwise requires, the following capitalized terms shall have the meanings set forth below:

1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of at least fifty percent (50%) of the voting equity or the ability to direct management or policies.
2. "Authorized Users" means the Customer's employees, contractors, and Affiliates who are authorized by the Customer to access and use the Service for the Customer's internal business operations.
3. "Confidential Information" has the meaning set forth in Section 13.
4. "Customer", "you", or "your" means the individual or legal entity accepting these Terms or executing an Order.
5. "Customer Data" means all data, information, content, and materials submitted, uploaded, transmitted, or otherwise made available by or on behalf of the Customer or its Authorized Users through or pursuant to the Service.
6. "Documentation" means Sapaad's technical documentation, user guides, manuals, specifications, and online help materials made available in connection with the Service.
7. "Fees" means all subscription fees, usage fees, module fees, taxes, and other amounts payable by the Customer under an Order or these Terms.
8. "Order" means an online checkout confirmation, subscription selection, or mutually agreed written quotation specifying the Service, modules, quantities, pricing, and Subscription Term.
9. "Service" means Sapaad's cloud-based software platform for restaurant and food service management, including point-of-sale, inventory management, reporting, analytics, integrations, mobile applications, updates, and related functionality, as specified in the applicable Order.
10. "Software" means any locally installed or downloadable software components provided by Sapaad for use in connection with the Service.
11. "Subscription Term" means the initial subscription period specified in an Order and any renewal periods.
12. "Third-Party Services" means third-party products, services, software, hardware, platforms, or integrations that interoperate with the Service, including payment gateways, aggregators, logistics providers, telecom providers, and hardware vendors.
13. "Trial" or "Trial Period" means any free or limited-access evaluation of the Service offered by Sapaad for a specified duration.
14. "Feedback" means any suggestions, ideas, enhancement requests, or other feedback provided by the Customer or its Authorized Users relating to the Service.
15. "Applicable Law" means all laws, statutes, rules, regulations, notifications, guidelines, and governmental orders applicable to a party.

1. License Grant: Subject to your compliance with these Terms and payment of applicable Fees, Sapaad grants you a non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to:
   1. Access and use the Service for your internal business operations;
   2. Allow your Authorized Users to access and use the Service; and
   3. Use any Software and related technical documentation ("Documentation") solely in connection with the Service.
2. Authorized Users: You may permit your employees, contractors, and Affiliates to use the Service ("Authorized Users"), provided that:
   1. You remain responsible for their compliance with these Terms;
   2. Their use is solely for your benefit;
   3. You maintain accurate records of Authorized Users;
   4. You do not exceed licensed user counts or usage limits in your Order; and
3. Account Security: You must:
   1. Implement industry-standard password management practices and multi-factor authentication where available;
   2. Keep all credentials confidential and not share them;
   3. Notify us immediately of any unauthorized access or security breach;
   4. Be solely responsible for all activity under your account; and
   5. Use the Service only in accordance with the Documentation and applicable law.
4. Customer Data Ownership: You retain all ownership rights in data, information, and content you upload to the Service ("Customer Data"). You grant Sapaad a non-exclusive, worldwide, royalty-free license to access, use, process, copy, modify, display, and transmit Customer Data solely to:
   1. Provide, maintain, and improve the Service;
   2. Generate anonymized, aggregated analytics that do not identify you; and
   3. Comply with legal obligations.

   Upon termination, we will handle Customer Data as specified in Section 12.e.

5. Customer Responsibilities: You represent, warrant, and covenant that you will:
   1. Provide accurate registration and billing information;
   2. Comply with all applicable laws, including food safety, consumer protection, data protection, tax, and telecommunications regulations;
   3. Ensure Customer Data does not violate third-party rights or contain malicious code, unlawful content, or unsolicited marketing;
   4. Not use the Service to transmit infringing, defamatory, obscene, or otherwise objectionable material;
   5. Obtain and maintain all necessary licenses, permits, and consents for your business operations; and
   6. Display valid FSSAI license numbers on all invoices generated through the Service and comply with menu labelling requirements under the Food Safety and Standards Act, 2006.
   7. Comply with all applicable terms, policies, and acceptable use requirements of Sapaad's Third Party Service providers.

   For clarity, the Service only provides technical fields and tools to facilitate inclusion of licence details and menu information. Sapaad does not itself verify the correctness, sufficiency, or regulatory compliance of any FSSAI licence number, menu item description, allergen or nutritional declaration, or other statutory disclosure that you choose to configure through the Service.

1. Prohibited Activities: You may not:
   1. Sublicense, resell, rent, lease, or provide the Service on a service bureau basis;
   2. Use the Service to compete with Sapaad or for benchmarking purposes without prior written consent;
   3. Reverse engineer, decompile, or disassemble the Service or Software, except as permitted by mandatory law;
   4. Interfere with or disrupt the Service's integrity, performance, or security;
   5. Attempt unauthorized access to the Service, our systems, or other users' accounts;
   6. Remove or modify proprietary notices or security features;
   7. Use automated tools to scrape, data-mine, or extract data from the Service;
   8. Exceed bandwidth, storage, or database usage limits communicated to you; or
   9. Use the Service in a manner that violates any person's intellectual property, privacy, or other rights.
2. Competitive Use Prohibition: Sapaad's direct competitors are prohibited from accessing the Service except with our express written consent.
3. Third Party Service Restrictions: You may not use the Service to transmit spam, spyware, malware, or content that violates carrier restrictions or applicable telecommunications regulations. You may not use the Service in a manner that violates, circumvents, or causes Sapaad to be in breach of any applicable terms, policies, or acceptable use requirements of Sapaad's Third Party Service provider.

1. Third Party Dependencies: The Service integrates with third-party services, including payment gateways, payment processors, logistics providers, loyalty platforms, hardware providers, food aggregators and other services ("Third-Party Services"). You must maintain separate accounts with such providers. We are not responsible for Third-Party Services' availability, functionality, pricing changes, or terms modifications.
2. Service Limitations from Third Party Issues: If we cannot access or use a Third-Party Service due to reasons beyond our control (including fee increases, terms changes, or service discontinuation), certain Service functionality may be unavailable. Prepaid fees are non-refundable, except as expressly stated in this section. You may choose to discontinue use of the affected integration; this does not entitle you to any refund or credit. No refund will be provided for temporary unavailability (e.g., scheduled maintenance), but if a Third-Party Service becomes permanently unavailable, you may terminate the affected Order and receive a pro-rated refund of prepaid, unused fees.
3. Integration Authorization: By activating Third Party Service integrations, you automatically authorize Sapaad to share relevant Customer Data with those providers as necessary to deliver the integration functionality.

1. TRAI DLT Registration: Customers using SMS functionality must:
   1. Register with TRAI's Distributed Ledger Technology (DLT) platform;
   2. Register all sender IDs, templates, and headers as required;
   3. Ensure all SMS content complies with TRAI regulations, including TCCCPR 2018;
   4. Obtain and maintain valid consents from message recipients; and
   5. Comply with all applicable telecommunications and privacy laws.
2. Content Standards: SMS content must not:
   1. Violate any law or regulation;
   2. Be unlawful, obscene, defamatory, threatening, or objectionable;
   3. Infringe intellectual property or privacy rights;
   4. Promote illegal activities or contain false or misleading information;
   5. Contain spam, unsolicited marketing, or chain messages; or
   6. Reference companies, brands, personalities, or communities in adverse or derogatory ways.
3. Opt In and Opt Out Requirements: You must:
   1. Obtain affirmative prior consent before sending messages to any recipient;
   2. Provide clear opt-out mechanisms in every message;
   3. Honor opt-out requests immediately; and
   4. Maintain records of consents and opt-outs for at least six years.
4. TCPA Compliance (Global): If using SMS in jurisdictions governed by the Telephone Consumer Protection Act or similar laws, you are solely responsible for compliance, including obtaining required consents, honoring do-not-call registrations, and determining content, timing, and recipients of all messages.

1. All payments for subscriptions, features, and modules are required upfront via the online checkout at the time you add items to your cart. In very rare cases, Sapaad may issue a custom written quotation with pricing. Payment for such quotations may be collected via bank transfer or a one-time payment link.
2. Subscriptions auto renew on the next billing date unless you cancel before the next billing period. You may self cancel from your account page or by notifying us at least 5 days in advance so we can stop charging your card on the upcoming billing date.
3. All Fees are non refundable under any circumstances, including for partial periods, downgrades, or unused Services.
4. All Fees are exclusive of applicable Goods and Services Tax (GST). Invoices/receipts will be denominated in Indian Rupees (INR) and comply with GST requirements. You are responsible for providing accurate GSTIN and place of supply information. Where applicable, reverse charge mechanisms or OIDAR rules may apply to cross-border supplies. You must pay all applicable taxes, levies, duties, and withholding obligations.
5. You must maintain a valid, authorized payment method in your account and promptly update payment information if it becomes invalid. If a payment fails, we may attempt dunning and retries for up to 3 days; after that period, we may suspend or terminate your access.
6. Overdue amounts may accrue interest at 2% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full.
7. Credit Card and Auto Renewal: If paying by credit card:
   1. We may obtain pre-authorization up to the Order amount;
   2. You authorize us to charge your card for all fees, including renewals, taxes, and late fees;
   3. You must maintain a valid, authorized payment method in your account;
   4. You must update payment information promptly if your card expires, is cancelled, or becomes invalid; and
   5. If payment fails, we may suspend or terminate your access after 3 days' written notice to your registered email address.
8. You may not decrease licensed user counts, modules, or other quantities during a paid Subscription Term.
9. You are responsible for all sales, use, service tax, GST, withholding, and similar taxes, excluding taxes based solely on Sapaad's net income. If you are required to withhold taxes, you must increase the payment amount so that Sapaad receives the full invoiced amount.

1. Privacy Policy: Our collection, use, and disclosure of Customer Data is governed by our Privacy Policy. By using the Service, you consent to such practices.
2. Security Measures: Sapaad implements and maintains:
   1. Reasonable administrative, technical, and physical safeguards appropriate to the nature of Customer Data;
   2. Industry-standard systems for detecting, preventing, and responding to security incidents;
   3. Regular testing and monitoring of security controls;
   4. Designated security personnel responsible for coordinating security measures; and
   5. Risk assessments to identify threats to data confidentiality, integrity, and availability.
3. CERT In Compliance: Sapaad will, to the extent applicable:
   1. Report cybersecurity incidents to CERT In within six hours of noticing such incidents, as required under IT Rules;
   2. Maintain system logs and records for at least 180 days; and
   3. Cooperate with CERT In investigations and directives.
4. Breach Notification: If Sapaad becomes aware of unauthorized access to or disclosure of Customer Data:
   1. Sapaad will notify you within a reasonable period after becoming aware of such an event;
   2. Sapaad will take immediate steps to contain the breach and preserve forensic evidence;
   3. Sapaad will provide available information regarding the nature, scope, and affected data; and
   4. Sapaad will cooperate with your incident response and regulatory reporting obligations.
5. Payment Card Security: For payment processing:
   1. Sapaad complies with Payment Card Industry Data Security Standards (PCI DSS);
   2. Sapaad does not store complete credit card numbers, CVV codes, or magnetic stripe data;
   3. Payment card data is transmitted using encryption and tokenization; and
   4. You acknowledge that payment processing is subject to Third-Party Service providers' terms.

1. Sapaad's Ownership: Sapaad and its licensors exclusively own all intellectual property rights in the Service, Software, Documentation, and any updates, enhancements, or derivative works. These Terms do not transfer any ownership rights to you. You may not remove or modify any proprietary notices or legends.
2. Software and Documentation License: For locally-installed Software components and related technical Documentation, Sapaad grants you a non-exclusive, non-transferable license during the Subscription Term to use and copy such Software and Documentation solely in connection with the Service and in accordance with the Documentation.
3. IP Licensing: Sapaad India licenses the Service and associated intellectual property rights pursuant to a master licensing agreement with Sapaad Singapore. All core technology rights remain with Sapaad Singapore.
4. Aggregated Analytics: Sapaad may compile statistical, anonymized, and aggregated information from Service usage, provided such information does not identify you or permit re-identification of Customer Data. Sapaad retains all rights in such analytics.
5. If you provide suggestions, enhancement requests, or other Feedback regarding the Service, you grant Sapaad a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback without obligation or compensation to you.

1. Customer Support: Sapaad will provide customer support in accordance with our Customer Support Policy. You may contact support at support@sapaad.com, and through in-product channels. Support availability and response times may be updated from time to time.
2. Service Availability: While Sapaad uses commercially reasonable efforts to maintain Service availability, we do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to:
   1. Scheduled maintenance (for which we will provide advance notice where practicable);
   2. Emergency maintenance;
   3. Third-Party Service outages;
   4. Force majeure events; or
   5. Issues arising from your technology, network, or systems.

   For information on service availability commitments and remedies, please refer to our Knowledge Base.

3. Updates and Modifications: Sapaad may update, modify, or enhance the Service from time to time. While the overall functionality of the Service will not materially decrease during a paid Subscription Term, specific features may change based on customer requirements, technological developments, security needs, or legal compliance.

1. Notice of Material Changes: If Sapaad materially modifies these Terms in a manner that adversely affects your rights, we will provide at least 30 days' advance written notice to your registered email address before such changes take effect.
2. Acceptance or Termination: Following notice of material adverse changes:
   1. Your continued use of the Service after the effective date constitutes acceptance; or
   2. You may terminate the affected Order by providing written notice within 30 days of our notice. There will be no refund in such a case of termination.
3. Non-Material Changes: Sapaad may modify these Terms for non-material changes (including clarifications, formatting, updates to contact information, or changes required by law) without advance notice. Updated Terms will be posted on our Terms of Service page, with the revision date indicated.

1. Subscription Term: The initial term of your subscription ("Subscription Term") is specified in your Order unless expressly stated otherwise, the Subscription Term shall automatically renew for successive periods equal in duration to the initial term, unless you cancel or unsubscribe through your user dashboard or provide notice to the Company via email or call no later than five (5) days prior to the intended termination date.
2. Trial Period: If you register for a Trial:
   1. Trial duration is 15 days unless extended in writing;
   2. The Service is provided "AS IS" without warranty during the Trial;
   3. All Customer Data will be deleted within 15 days after Trial expiration unless you convert to a paid subscription, provided that Sapaad may retain such copies of Customer Data as are required to comply with applicable law or law-enforcement directions, subject to the confidentiality and security obligations set out in these Terms; and
   4. Sapaad may terminate your Trial access at any time without liability.
3. Suspension for Breach: Sapaad may immediately suspend your access to the Service if:
   1. You breach these Terms and fail to cure within 15 business days of written notice;
   2. Your account poses a security risk or threatens Service integrity;
   3. Your payment method fails, or you have overdue amounts;
   4. We are required to suspend access by law, court order, or government directive; or
   5. Your use violates third-party rights or Applicable Law.

   During suspension, you remain obligated to pay all Fees. We will restore access promptly upon cure of the breach.

4. Termination for Material Breach: Either party may terminate these Terms if the other party materially breaches and fails to cure within 15 days of receiving written notice specifying the breach.
5. Return of Customer Data: Upon termination or expiration:
   1. For 30 days following termination, upon request, Sapaad will make the Service available for you to export Customer Data in a standard format;
   2. After such 30-day period, Sapaad may delete all Customer Data and has no obligation to maintain or return it; and
   3. You are solely responsible for exporting Customer Data before the 30-day period expires.
6. Effect of Termination: Upon termination:
   1. All licenses and access rights granted to you immediately cease;
   2. You must immediately cease using the Service, Software, and Documentation;
   3. Each party must return or destroy the other party's Confidential Information (subject to the Customer Data export period above);
   4. If terminated for Sapaad's material breach, Sapaad will refund prepaid, unused Fees on a pro-rata basis;
   5. If terminated for your breach, you must immediately pay all unpaid Fees for the remainder of the Subscription Term; and
   6. Sections that by their nature should survive (including Sections 7, 8, 9, 11, 13, 14, 15, and 16) will survive termination.

1. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether orally or in writing, that is marked as confidential or that reasonably should be understood as confidential given its nature and the circumstances of disclosure. Sapaad's Confidential Information includes but is not limited to the Service, its design, functionality, user interface, pricing, and underlying technology. Customer's Confidential Information includes Customer Data.
2. Recipient must:
   1. Use the same degree of care it uses to protect its own confidential information (but no less than reasonable care);
   2. Use Confidential Information only for purposes consistent with these Terms;
   3. Limit access to employees, contractors, and Affiliates who need to know and who are bound by confidentiality obligations at least as protective as these Terms;
   4. Not disclose Confidential Information to third parties without Discloser's prior written consent;
   5. On termination or on request, Recipient shall return or destroy Confidential Information and certify destruction in writing, subject to routine backups and legal retention; and
   6. Promptly notify Discloser of any unauthorized disclosure.
3. Confidential Information excludes information that:
   1. Is or becomes publicly available through no breach of these Terms;
   2. Was rightfully known to Recipient before disclosure;
   3. Is rightfully received from a third party without confidentiality obligations;
   4. Is independently developed by Recipient without use of or reference to Confidential Information; or
   5. Must be disclosed pursuant to law, regulation, or court order, provided Recipient gives Discloser prompt written notice and reasonable assistance to seek a protective order.

1. Each party represents and warrants that:
   1. It has full power and authority to enter into and perform these Terms;
   2. These Terms constitute a valid and binding obligation;
   3. Its performance will not violate any agreement or obligation to third parties; and
   4. It is not subject to sanctions or export restrictions that would prohibit performance.
2. Customer Warranties: You represent and warrant that:
   1. Customer Data and your use of the Service comply with all Applicable Laws and any applicable terms, policies, or acceptable use requirements of Sapaad's Third-Party Service providers;
   2. You have obtained all necessary rights, licenses, and consents to provide Customer Data to Sapaad;
   3. Customer Data does not infringe third-party intellectual property or privacy rights;
   4. You hold all required FSSAI licenses and comply with food safety regulations; and
   5. For SMS usage, you have obtained all necessary consents and registrations (including TRAI DLT registration in India).
3. Sapaad's Limited Warranty: Sapaad warrants that during a paid Subscription Term:
   1. The Service will substantially conform to the Documentation;
   2. We will use commercially reasonable efforts to maintain Service availability (excluding scheduled maintenance, force majeure, and issues beyond our control); and
   3. We will not materially decrease the overall functionality of the Service or Support as a whole.
4. The Customer's sole and exclusive remedy for breach of warranties under Section 14C is re-performance of services or reasonable corrective efforts.
5. DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.C, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAPAAD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY.
6. SAPAAD DOES NOT WARRANT THAT:
   1. THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE;
   2. THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS;
   3. ALL ERRORS OR DEFECTS WILL BE CORRECTED;
   4. THE SERVICE WILL BE COMPATIBLE WITH ALL HARDWARE, SOFTWARE, OR THIRD-PARTY SERVICES; OR
   5. DATA TRANSMISSION OVER THE INTERNET OR COMMUNICATIONS FACILITIES IS COMPLETELY SECURE.
7. YOU ACKNOWLEDGE THAT:
   1. USE OF THE SERVICE IS AT YOUR SOLE RISK;
   2. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS OR LOSS OF DATA RESULTING FROM USE OF THE SERVICE;
   3. SAPAAD DOES NOT CONTROL DATA TRANSFER OVER COMMUNICATIONS NETWORKS;
   4. THIRD-PARTY SERVICES MAY BECOME UNAVAILABLE WITHOUT NOTICE; AND
   5. NO ORAL OR WRITTEN INFORMATION OR ADVICE FROM SAPAAD CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR:
   1. LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS;
   2. LOSS OF OR CORRUPTION OF DATA OR INFORMATION;
   3. LOSS OF GOODWILL OR REPUTATION;
   4. BUSINESS INTERRUPTION;
   5. COST OF REPLACEMENT SERVICES; OR
   6. COSTS OF DELAY.
   7. THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE.
2. Cap on Total Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAPAAD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SAPAAD IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
3. Exceptions to Limitations: The limitations in Sections 15.A and 15.B do not apply to:
   1. Your payment obligations;
   2. Your indemnification obligations under Section 16;
   3. Your breach of Section 3 (Usage Restrictions) or Section 13 (Confidentiality);
   4. Claims arising from gross negligence, willful misconduct, or fraud; or
   5. Liabilities that cannot be limited under Applicable Law.
4. You acknowledge that the Fees reflect the allocation of risk set forth in these Terms, including the warranty disclaimers and liability limitations, and that Sapaad would not enter into these Terms without these limitations.

1. You will defend, indemnify, and hold harmless Sapaad, its Affiliates, and their respective officers, directors, employees, and agents from and against all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:
   1. Your breach of these Terms, including representations and warranties;
   2. Customer Data or your use of the Service, including claims that Customer Data infringes third-party rights or violates Applicable Law;
   3. Your violation of Applicable Laws, including food safety, consumer protection, tax, data protection, or telecommunications regulations;
   4. Your failure to obtain required licenses, permits, consents, or registrations (including FSSAI licenses or TRAI DLT registration);
   5. Access to or use of the Service by Authorized Users or using your credentials;
   6. Your SMS or marketing communications sent through the Service;
   7. Your combination of the Service with other products, services, or data not provided by Sapaad; or
   8. Your breach of, or non-compliance with, any terms, policies, acceptable use requirements, or contractual obligations imposed by Sapaad's Third Party Service providers, infrastructure providers, or cloud service providers.
2. Sapaad will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Service, when used in accordance with these Terms and the Documentation, infringes a copyright, patent or trademark enforceable in India. If such a claim occurs or appears likely, Sapaad may, at its option and expense:
   1. Obtain rights for you to continue using the Service;
   2. Replace or modify the Service to make it non-infringing while maintaining substantially equivalent functionality; or
   3. If the foregoing are not commercially reasonable, terminate the affected Order and refund prepaid, unused Fees on a pro-rata basis.

   Sapaad has no obligation for claims arising from: Modifications to the Service made at your request or to your specifications; Your combination of the Service with third-party products, data, or services where infringement would not occur but for the combination; Customer Data; Use of the Service in violation of these Terms or the Documentation; Use of a non-current version of the Service if infringement would have been avoided by using the current version; or Your continued use after Sapaad notified you to cease due to infringement.

3. The indemnified party must:
   1. Promptly notify the indemnifying party in writing of the claim;
   2. Grant the indemnifying party sole control over defense and settlement (provided settlements requiring admission of liability, payment by the indemnified party, or non-monetary obligations require the indemnified party's consent, not to be unreasonably withheld); and
   3. Provide reasonable cooperation and information at the indemnifying party's expense.

   Failure to promptly notify will not relieve the indemnifying party except to the extent materially prejudiced.

4. This Section 16 states each party's sole and exclusive remedy and the other party's entire liability for third-party infringement claims.

1. Governing Law: These Terms are governed by the laws of India (without regard to conflicts of law principles). The courts of Bengaluru, Karnataka, India, shall have exclusive jurisdiction over any disputes not subject to arbitration, and you consent to personal jurisdiction and venue in such courts.
2. Any dispute, controversy, or claim arising out of or relating to these Terms or the Service, including any question regarding existence, validity, breach, or termination ("Dispute"), shall be referred to and finally resolved by arbitration. Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Bengaluru, Karnataka, India. The tribunal shall consist of one arbitrator mutually appointed by the parties, or if the parties cannot agree within 30 days, appointed in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The language of arbitration shall be English.
3. Before initiating arbitration, the parties agree to attempt in good faith to resolve any Dispute through negotiation for a period of 30 days. Either party may initiate negotiation by providing written notice to the other party describing the Dispute.
4. Each party shall bear its own attorneys' fees and costs. Arbitration fees and arbitrator compensation shall be split equally unless the arbitrator determines that one party's claims or defences were frivolous or brought in bad faith.
5. Notwithstanding the foregoing, either party may seek preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm, including for breaches of confidentiality obligations or intellectual property rights.
6. YOU AND SAPAAD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Arbitrators may not consolidate more than one party's claims or preside over any form of representative or class proceeding.

1. Entire Agreement: These Terms, together with your Order and the documents expressly incorporated by reference (including the Privacy Policy, Customer Support Policy, and FAQs), constitute the entire agreement between you and Sapaad regarding the Service and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.
2. Order of Precedence: In the event of conflict: (1) Order; (2) these Terms; (3) incorporated policies and documents.
3. Amendments: Sapaad may modify these Terms at any time. Material adverse changes will be governed by Section 11. For other changes, the revised Terms will be effective upon posting on our Terms of Service page, and your continued use constitutes acceptance. We encourage you to review the Terms periodically.
4. No Waiver: Failure or delay by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the party granting the waiver.
5. Severability: If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
6. Assignment: Neither party may assign or transfer these Terms without the other party's prior written consent, except:
   1. Either party may assign to an Affiliate with written notice;
   2. Either party may assign in connection with a merger, acquisition, or sale of all or substantially all of its assets or business, provided the assignee is not a direct competitor of the other party; and
   3. Any attempted assignment in violation of this Section is void.

   These Terms bind and inure to the benefit of each party's permitted successors and assigns.

7. Independent Contractors: The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or franchise relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.
8. Force Majeure: Neither party is liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, labour disputes, government actions, epidemics, pandemics, internet or telecommunications failures, or Third-Party Service unavailability. The affected party must promptly notify the other and use reasonable efforts to resume performance. If force majeure continues for more than 60 days, either party may terminate the affected Order.
9. Export Compliance: You represent that you are not located in, organized under the laws of, or ordinarily resident in a country subject to comprehensive UN, US, EU, or Singapore sanctions or embargoes. Neither party will permit access to the Service from such countries. You will comply with all applicable export control and sanctions laws.
10. No Third Party Beneficiaries: These Terms are solely for the benefit of you and Sapaad. No third party (including Authorized Users) has any right to enforce or receive benefits under these Terms.
11. Notices: All notices must be in writing and will be deemed given:
    1. When delivered personally;
    2. One business day after dispatch by reputable overnight courier;
    3. Three business days after mailing by registered or certified mail; or
    4. When sent by email to the address specified in your account (for notices to you) or to info@sapaad.com (for notices to Sapaad), provided email notices must be followed by a hard copy within 3 business days.
12. Prevailing Party Attorney's Fees: In any litigation, arbitration, or other proceeding to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees, expert witness fees, and costs from the non-prevailing party.
13. Equitable Relief: You acknowledge that breach of Sections 4, 9, or 13 may cause irreparable harm to Sapaad for which monetary damages are inadequate. Sapaad is entitled to seek injunctive or other equitable relief to prevent or restrain such breach, without posting bond, and without prejudice to other available remedies.
14. UN Convention Exclusion: The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
15. Survival: Provisions that by their nature should survive termination or expiration (including Sections 3.d, 7, 8, 9, 12.f, 13, 14.d, 15, 16, 17, and 18) will survive.
16. Mobile Software: If Sapaad makes available mobile applications to access the Service ("Mobile Software"):
    1. You must use a compatible mobile device;
    2. You are responsible for data charges from your wireless carrier;
    3. Sapaad may automatically update the Mobile Software, and these Terms apply to all versions;
    4. Sapaad does not warrant compatibility with your device or uninterrupted mobile access; and
    5. Additional terms may apply for Mobile Software obtained from platform providers (e.g., Apple App Store, Google Play).
17. Feedback License: By providing Feedback, you grant Sapaad an irrevocable, perpetual, worldwide, royalty-free license to use, implement, modify, and commercialize such Feedback without any obligation to you.
18. No Conflicting Terms: Sapaad rejects any additional, conflicting, or supplemental terms in your purchase orders, vendor registration forms, or other procurement documents. Such documents are for administrative purposes only and do not modify these Terms.

1. For Customers:
   1. Name: Sapaad Software Pvt Ltd
   2. Address: SCK01, 207, Second Floor, Smart City, Kakkanad, Ernakulam, Kerala 682030 and B4, 65/1389, Express Garden, Elamkulam Road, KALOOR, Ernakulam, Kerala, 682017
   3. Email: support@sapaad.com

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.