Introduction

Vananam Rewards Private Limited, a company incorporated under the laws of India, whose registered office is at No. 90, 3^rd Floor, 17^th Cross Road, 4^th Sector, HSR Layout, Bengaluru, Karnataka 560102 ("Vananam”, "we", "us," or "our"). Vananam offers redemption options including gift cards, vouchers, mobile recharges and utility bills (“Redemption Options”) for purchase within the Business-to-Business (B2B) loyalty and rewards program industry (“Services”) through including but not limited to, its dashboard, application programming interface (API), electronic mail, physical cards or vouchers and any other rewards and loyalty platforms (collectively, “Platforms”). The Platforms shall be deemed a part of the Services. The term “Vananam” shall include its affiliates.

1. Acceptance of Terms of Use

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1. Vananam will provide the Services to you (“you” or “your”) subject to these terms of use (“Terms of Use” or “ToU”). Vananam, through the Platforms, may provide Services, including employee reward, channel loyalty reward, customer reward, promotional reward and other similar rewards and loyalty programs. If you do not agree with any provisions of this ToU, you should not use the Platforms and/or the Services in any way. Your use of the Platforms indicates your acceptance of this ToU. If you have entered into a master service agreement ("MSA") with Vananam then (i) the terms of the MSA and the ToU shall govern the relationship between you and Vananam, including usage of the Platforms; and (ii) in case of any conflict between the terms of this ToU and the MSA, the terms of the MSA shall prevail over the terms of this ToU.

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2. Know Your Business

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1. Know Your Business (“KYB”) is the process of verifying the identification information provided by you. By verifying the KYB information, we ensure that we knowingly do not conduct business with:
   1. Terrorist & terrorist organizations;
   2. Entities and/or persons involved in narcotics, money laundering or human trafficking;
   3. Entities which are non-compliant with the applicable laws
   4. Shell or front companies.

2. You agree to share required documents requested by Vananam to complete its KYB process for due diligence purposes. You authorise Vananam to validate your KYB information using third parties, such as credit reporting services, and to share this information with Vananam’s suppliers for verification, approvals, and/or fraud detection. You may be required to provide additional information and/or documents at any time as a condition for continued use of the Services.

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3. Your access to the online Platforms may be revoked if your KYB documents are not submitted within the timeframe advised by us, or if such documents are incorrect or invalid. Any suspicious attempt to gain access to the online Platforms by submitting, including but not limited to, fraudulent or deceptive documents shall lead to immediate revocation of your access to the Platforms. Further, we are entitled to take necessary actions and fulfil any reporting obligations.

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3. Account

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1. You will be required to provide valid details to create an account on the online Platforms. Upon signing up to your account, you will be considered as a user of the account and will have access to the online Platforms. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Vananam immediately of any unauthorized use of your account or any other security breach. Vananam shall not be liable for any loss that you may incur as a result of unauthorized use of your password or account, either with or without your knowledge. You shall be held liable for any losses, whether indirectly or directly, incurred by Vananam or another party due to unauthorized use of your account.

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4. Access

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1. Notwithstanding anything in this ToU or any other agreement between you and Vananam to the contrary, the online Platforms are provided “as is” and Vananam makes no representation and/or warranty of any kind in connection with the online Platforms, including without limitation that the online Platforms, integrations or results of the use of the online Platforms or integrations will meet your  requirements, achieve any intended result, be compatible or work with any of your or any third party’s software, systems or other services.

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2. To access certain sections of the online Platforms, you may be asked or required to provide certain registration details or other information. It is a condition of your use of the online Platforms and the Services that all such details and information that you provide be accurate and complete. If you choose or are provided with a username, password or any other information as part of the security features of the online Platforms, you agree to treat such information as confidential, and you agree not to disclose it to any unauthorized person or entity. You agree to immediately notify Vananam if you become aware of any unauthorized access or use of your username, password or other security information. Vananam reserves the right to immediately revoke access to the Platforms and the Services of any unauthorized user, or of any user who Vananam has reason to believe is in breach of this ToU.

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5. Confidentiality

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1. Neither you or Vananam (individually each as a “Party”, and collectively as “Parties”) shall disclose non-public, confidential, or proprietary information ("Confidential Information") in connection with the Services. Confidential Information includes but does not limit to business plans, source code, design, blue print, financial data, encryption keys, firewall settings, proprietary algorithms, technical data, customer information, and other designated confidential information. It does not include information that is or becomes public, was known before disclosure, was received from another source without breaching confidentiality, or was independently developed. Vananam's Confidential Information may only be disclosed to governmental authorities or courts with competent jurisdiction.

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2. The Parties agree:
   1. to use Confidential Information solely for the purpose of fulfilling the obligations under this ToU;
   2. to take reasonable measures to protect the Confidential Information as its own; and
   3. not to disclose Confidential Information to any third-party without the other Party’s written consent.
   4. The Parties may disclose Confidential Information if required by law, regulation, or court order, provided the disclosing Party promptly notifies the other Party of the required disclosure and cooperates to limit or prevent such disclosure.

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6. Intellectual Property Rights

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1. Except as otherwise expressly stated in this ToU, the online Platforms and the Services, and all the information, images, logos, trade names, domain names, service marks and other materials on the online Platforms, including, inter alia, object code, source code, design, layout, user interface, processes, systems, methodology, among other related matters of the online Platforms (collectively, “Intellectual Property”) are the exclusive Intellectual Property of Vananam or respective third parties and are subject to protection by intellectual property laws of India and other jurisdictions to which it may extend. No right, title or interest in or to the online Platforms or any part of the Services is transferred to you, and all rights not expressly granted to you in this ToU are reserved by Vananam. Vananam's Intellectual Property shall not be used in connection with any purpose other than performing activities on the online Platforms and other related matters thereto. Unless otherwise specified, the online Platforms are for your official usage only. You will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works, transfer, reverse engineer, or sell any Intellectual Property obtained from the online Platforms.

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2. You shall not use any suppliers’ names, trademarks, logos, or other distinctive features without prior written consent, and shall comply with all brand and marketing guidelines issued by the suppliers. Vananam may require you to cease use of any supplier’s distinctive features at any time. 

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3. Without limiting the foregoing paragraph, the name Vananam, the Vananam logo and all other intellectual property ("Marks") displayed on the Platforms or through the Services are Marks of Vananam or its licensors. You must not use any Marks for any purpose without prior written consent from Vananam or its applicable licensor.

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7. International Transfer of Data

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1. In the process of providing access to you, we may transfer certain information that we collect from you to our affiliated entities, third parties, suppliers and vendors across borders on a need-to-know basis with an obligation to maintain your information confidential. By using the Platforms, you hereby consent to transfer of your information across countries or jurisdictions which shall abide by the rules governing such international data transfers. You hereby provide your consent to Vananam for sharing data to the above-mentioned parties across countries or jurisdictions.

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2. Vananam may engage third party suppliers and vendors to provide services in certain jurisdictions. Your use of the Platforms to purchase the Redemption Options in those jurisdictions may be subject to additional terms.

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8. Prohibited Uses of the Services

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1. You shall not use the Platforms and/or the Services for, including but not limited to:

1. selling, reselling, or redirecting any Redemption Options to any other person or entity without Vananam's written approval;
2. harming or intending to harm Vananam, the Services, or any Vananam’s supplier or vendor;
3. transmitting or storing any information which is not required for the Services;
4. copying, modifying, creating derivative works of, adapting processes, systems, methodology, reverse engineering, disassembling, decompiling, decoding, adapting, or attempting to derive or gain access to the source or object code of the Services or any software component;
5. infringing or violating any intellectual property or other rights of any person, including that of Vananam or its suppliers or vendors;
6. transmitting any data containing harmful or malicious code, such as viruses, worms, spyware, or other deleterious programs;
7. any illegal, unlawful, or unauthorized purposes; and
8. any purpose not in compliance with the applicable laws.

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9. Disclaimer of Warranties and Limitation of Liability

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1. Vananam has endeavoured to ensure that all the information on the Platforms and the Services is correct, but Vananam neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information, product or service. Vananam and its suppliers and vendors do not and cannot warrant that the Services provided to you will be uninterrupted, secure, or free from errors. In no event shall Vananam be liable for any direct, indirect, punitive, incidental, special, consequential damages or any other damages. Vananam shall not be responsible for any delay and/or unavailability of the online Platforms and/or the Services, provision of or failure to provide functionalities, or for any information, software, products, functionalities and related graphics obtained through the online Platforms, or otherwise arising out of the use of the online Platforms and/or the Services, whether based on contract, tort, negligence, strict liability or otherwise.

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2. Vananam shall not be responsible for non-availability of the Platforms and/or the Services during periodic maintenance operations or any unplanned suspension of access to the online Platforms that may occur due to technical reasons or for any reason beyond Vananam's control. Vananam will use commercially reasonable efforts consistent with prevailing industry standards to maintain the Platforms and/or the Services in a manner which seeks to minimize errors and interruptions to the Services. You understand and agree that any material and/or data downloaded or otherwise obtained through the Platforms is entirely at your own discretion and risk. You shall be solely responsible for any damage to your computer systems or loss of data that results from the download of such material and/or data. 

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3. In case of any payment dispute including any chargeback dispute between you and the payment gateway merchant or the card issuing company, Vananam shall neither be held responsible nor will be a contractual party to any such dispute.

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4. To the maximum extent permitted by the applicable law, in no event shall Vananam or its affiliates be liable for any damages, whatsoever, whether direct, indirect, incidental, consequential, special, or punitive damages whether arising out of or in connection with this ToU, tort (including negligence), breach of warranty, or otherwise, even if Vananam, its affiliates, or its representative have been advised of the possibility of such damages. Vananam’s total liability arising out of or in connection with this ToU shall not exceed the aggregate value of the commission offered by Vananam to you in twelve (12) months preceding the claim.

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10. Indemnity

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1. You hereby agree to indemnify, defend, and hold harmless Vananam, its affiliates, and its and their respective officers, directors, employees, agents, suppliers, vendors, and representatives from and against any liabilities, damages, losses, costs, expenses (including reasonable attorney’s fees), actions, suits and claims arising out of or relating to your breach of any provisions of this ToU, including, but not limited to, your violation of any applicable law or the rights of a third party, and/or your use of the Platforms and/or the Services.

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11. Links to Third-Party Websites

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1. Vananam will contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Vananam, and Vananam is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Vananam is not responsible for any form of transmission, whatsoever, received by you from any Linked Sites. You are requested to verify the accuracy of all information on your own before undertaking any reliance on such information. In the event that by accessing the Linked Sites, you are exposed to content that you consider offensive or inappropriate, your only recourse will be to stop using the Linked Sites.

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12. Governing Law; Dispute Resolution

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1. The construction, validity and performance of this ToU (including, the Platforms) and all contractual and non-contractual obligations arising therefrom or connected therewith shall be governed by the laws of India. Any dispute arising between the Parties under this ToU shall be resolved through arbitration in Bengaluru, India, in accordance with the Arbitration and Conciliation Act, 1996 and the rules made thereunder. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. The language of the arbitration shall be English, and the arbitrator’s decision shall be final and binding. Each Party shall bear its own costs and expenses related to the arbitration, unless decided otherwise by the arbitrator.

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13. Severability; Waiver

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1. If any one or more of the provisions contained in this ToU are held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the same will not invalidate or otherwise affect any other provision hereof, and the ToU will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The failure of either Party at any time to require performance by the other of any provision of this ToU shall in no way affect that Party's right to enforce such provisions, nor shall the waiver by either Party of any breach of any provision of this ToU be taken or held to be a waiver of any further breach of the same provision.

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14. Amendments; Updates

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1. The Services, Platforms and/or Redemption Options may be updated from time to time. Vananam reserves the right, in its absolute discretion, to change, modify, add, or remove any part of this ToU at any time without the need of notifying you. You must review this ToU each time before placing an order to understand the applicable terms and conditions. Your continued use of the Services indicates your acceptance of any changes to this ToU.

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