Vendor Terms and Conditions | Viraaya Weddings

Viraaya Vendor Terms and Conditions

Terms of Use

These terms and conditions ("Terms of Use") outline the terms governing the access and use of the website https://viraayaweddings.com and the associated mobile application (collectively referred to as the "Platform"), operated by Viraaya Weddings Technologies Private Limited ("Viraaya Weddings", "We", "Us", or "Our"). The Platform enables several Vendor Partners to connect with Clients and avail services offered by Viraaya Weddings.

In addition to these Terms of Use, Your use of the Platform is also governed by Our Privacy Policy ("Privacy Policy") and any other policies, notices or guidelines that Viraaya Weddings may publish or update from time to time ("Additional Terms"). Any updates or changes to the Terms of Use or the Additional Terms shall be notified to You by way of any of the Means of Communication. Your continued use of the Platform following such communication shall constitute Your acceptance of the updated Terms of Use.

The Privacy Policy and Additional Terms shall together form part of and be read as one with these Terms of Use. To the extent of any inconsistency between these Terms of Use and the Additional Terms in relation to any specific service, the Additional Terms shall prevail. Further, the commercial variables governing this engagement with a Vendor Partner - including without limitation, the Price Bracket, Quotes parameters, Commission structure, and other related particulars shall be determined on a case-by-case basis for each Vendor Partner and for each event. Such commercial terms shall be separately communicated between the parties through any of the Means of Communication.

These Terms of Use constitute a legally binding agreement between You, being a registered Vendor Partner of the Platform ("You", "Your" or "Vendor Partner"), and Viraaya Weddings Technologies Private Limited, a private limited company incorporated under the Companies Act, 2013, with its registered office at Ground Floor, 375, 5th Main Road, HSR Layout, Sector 6, Bengaluru, Karnataka – 560102, and shall be effective upon Your first use of the Platform.

By choosing to access or use the Platform, You acknowledge that You have read and understood the terms herein, and agree to comply with and be bound by them, as well as any other rules or policies issued by Viraaya Weddings from time to time. If You do not agree to any part of these Terms of Use, You must not proceed with the onboarding process, access, or use the Platform for offering Your services. Continued access or use of the Platform will be deemed as Your acceptance of these Terms of Use in full and will have the same force and effect as a written contract executed by You.

1. DEFINITIONS

1.1. "Applicable Law(s)" means all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws, regulations, notifications, policies, directions, directives and orders as such are in effect as of the date hereof or as may be amended, modified, enacted or revoked from time to time hereafter or other governmental restrictions or any similar form of decision of, or determination by any government, statutory authority, tribunal, board, court having jurisdiction over the matter in question in India.

1.2. "Affiliate" means, with respect to any Person: (a) in the case of a legal entity, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such Person; and (b) in the case of a natural person, any relative of such person, or any Person that is Controlled by such person or a relative of such person.

1.3. "Client(s)" means any individual or individuals who use the Platform to request, book, or procure Event Deliverables and Event Services.

1.4. "Commission(s)" means such percentage or amount of the total payment received / to be received from the Client either through Viraaya Weddings or directly through the Vendor Partner for the value of the service provided by the Vendor Partner.

1.5. "Control", including its correlative meanings "Controlled by" and "under common Control with", means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by agreement, or otherwise, and shall include the ownership, directly or indirectly, of more than 50% (fifty percent) of the voting securities or interests of such Person.

1.6. "Cooling-Off Period" means the period specified by Viraaya Weddings to the relevant Vendor Partner category during which a Vendor Partner may accept or decline an allocated Event.

1.7. "Event(s)" means a project request placed by the Client for Event Deliverables and Services generated through the Platform and allocated to a Vendor Partner by Viraaya Weddings in accordance with these Terms of Use.

1.8. "Event Deliverable(s)" shall mean any photographs, videos, décor, and other creative works created by the Vendor Partner for an Event.

1.9. "Event Deliverables and Services" shall mean collectively the Event Deliverable and the Event Services.

1.10. "Event Services" in connection with an Event, means any services offered or provided, by a Vendor Partner to Clients through the Platform, including, the Event Deliverables, bridal makeup, photography, mehendi, logistics, DJ, dhol, amongst others.

1.11. "Grievance Redressal Officer" means the officer designated by Viraaya Weddings to handle complaints, queries, or disputes relating to the Platform, the Event Deliverables and Services, or these Terms of Use.

1.12. "Means of Communication" shall mean any communication sent to You by Viraaya Weddings, from time to time, via any of email, text message, WhatsApp, or through the Platform (either in the form of a banner, pop-up, or any other means of communication through the Platform).

1.13. "Payment Processor" means any third-party payment gateway, bank, or financial institution engaged by Viraaya Weddings to facilitate the collection, processing, and settlement of payments from Clients for Event Deliverables and Services through the Platform.

1.14. "Person" means any natural person, partnership, firm, company, body corporate, limited liability partnership, trust, association, government or governmental authority, or any other entity recognised under Applicable Law.

1.15. "Price Bracket" means the range of project values, declared by a Vendor Partner during onboarding, that the Vendor Partner is eligible to provide Event Deliverable and Services for the Client through the Platform.

1.16. "Quote(s)" means the price proposals for Event Deliverables and Services generated by Viraaya Weddings on behalf of the Vendor Partner, based on the Vendor Partner's declared Price Bracket, which are communicated to Clients through the Platform for the purpose of booking an Event.

1.17. "Security Deposit" means an interest-free, refundable deposit provided by the Vendor Partner to Viraaya Weddings, in accordance with the applicable Price Bracket, which Viraaya Weddings holds as security for the Vendor Partner's due performance of all obligations under these Terms of Use.

1.18. "Soft-Block" means the temporary reservation of the relevant date(s) for an Event during which the Vendor Partner agrees to keep its availability and quoted commercial terms open for the Client without accepting conflicting bookings.

1.19. "Viraaya Weddings Services" means the provision of the Platform by Viraaya Weddings that enables Vendor Partners to offer, market, and provide Event Deliverables and Services to Clients, including but not limited to facilitating the booking process, on-the-ground event support, handling Client payments, Client escalations, invoicing services, managing communications between Clients and Vendor Partners, and providing tools, features, and support related to the creation, delivery, and performance of Event Deliverables and Services in a professional and workmanlike manner and the overall use of the Platform.

1.20. "Viraaya Weddings Calendar" means the centralized scheduling tool maintained by Viraaya Weddings for tracking all Event Deliverables and Services and booked event dates.

1.21. "Promotional Content" means any content, materials, or information provided, posted, uploaded, published, displayed, or submitted by a Vendor Partner on or through the Platform, including but not limited to images, designs, photographs, videos, portfolios and any other creative or promotional materials, in relation to the Event Deliverables and Services.

2. Viraaya Weddings SERVICES

2.1. As part of the Viraaya Weddings Services, Viraaya Weddings (a) assists You in determining amounts payable by Clients for the Event Deliverables and Services rendered by You; (b) facilitates the optimal and efficient utilisation of Your time while availing the Viraaya Weddings Services; (c) takes measures to maximise Your earning potential through the use of the Viraaya Weddings Services; (d) facilitates the collection of payments from Clients and the transfer of such payments to You for the Event Deliverables and Services rendered.

2.2. Viraaya Weddings does not itself provide Event Deliverables and Services and is not responsible for their performance. You remain solely liable and responsible for the Event Deliverables and Services You offer. Viraaya Weddings and its Affiliates do not employ Vendor Partners, nor are Vendor Partners agents, contractors, or partners of Viraaya Weddings or its Affiliates. Vendor Partners do not have the ability to bind or represent Viraaya Weddings.

2.3. Vendor Partners are permitted to use the Platform solely for commercial purposes in connection with provision of Event Deliverables and Services, subject to these Terms of Use.

2.4. You agree to receive communications from Us regarding (a) information about Event Deliverables and Services, Us and the Viraaya Weddings Services; (b) promotional offers and services from Us and Our third-party partners; and (c) any other matter in relation to the Viraaya Weddings Services. A key feature of the Viraaya Weddings Services is Viraaya Weddings's ability to communicate with You via text messages, phone calls, video calls or in-person meetings for purposes related to, Your bookings, Your use of the Viraaya Weddings Services, or as part of Viraaya Weddings's promotional and marketing initiatives. You may opt out of receiving such communication by contacting Viraaya Weddings at connect@viraayaweddings.com; however, You acknowledge and agree that opting out may affect Viraaya Weddings's ability to provide the Viraaya Weddings Services (in whole or in part) to You.

3. VENDOR PARTNER ONBOARDING

3.1. The Vendor Partner shall provide the Event Deliverables and Services in accordance with these Terms of Use.

3.2. To avail yourself of the Viraaya Weddings Services and provide Event Deliverables and Services through the Platform, You will be required to be onboarded on to the Platform. For this purpose, You may need to provide certain details and documents, including but not limited to Your name, phone number, email address, age, Aadhaar details, Permanent Account Number (PAN), and Goods and Services Tax Identification Number (GSTIN) (if applicable), business address and other business-related information necessary to permit You to offer Event Deliverables and Services under Applicable Law. You must be at least 18 (eighteen) years of age to be onboarded onto the Platform. At the time of onboarding, You shall be required to make a Security Deposit subject to clause 7.2 of this Terms of Use.

3.3. You warrant that all information provided by You in connection with the onboarding process is, and shall remain, true, accurate, complete, and up to date. You agree to promptly notify Viraaya Weddings of any change, update, or modification to such information.

3.4. You agree that Viraaya Weddings, either directly or through third parties, may require You to undergo background verification if deemed necessary by Viraaya Weddings, at Your sole cost, in order to fulfil its due diligence and safety obligations prior to (a) approving Your onboarding on the Platform; (b) activating Your access to the Viraaya Weddings Services; and (c) permitting You to provide Event Deliverables and Services through the Platform. Viraaya Weddings, either directly or through third parties, may, at its sole discretion and at Your sole cost, conduct such background verification from time to time thereafter. You may be required to provide identification proof and other know-your-customer ("KYC") documentation for the same. Failure to comply may result in suspension or termination of Your access to the Platform. If You are onboarded on the Platform prior to the completion of background verification, such onboarding shall be conditional upon Your background verification report meeting Viraaya Weddings's standards, as determined by Viraaya Weddings in accordance with Applicable Laws and its internal policies. You acknowledge that Your continued ability to access and use the Viraaya Weddings Services and to provide Event Deliverables and Services through the Platform shall remain subject to Your background verification meeting such standards at all times if such verification is required. For the avoidance of doubt, while Viraaya Weddings takes reasonable efforts to undertake background verifications of Vendor Partners at the Vendor Partner's sole cost, Viraaya Weddings shall not be responsible or liable for ensuring the safety, security, or welfare of either the Vendor Partners or the Clients.

3.5. During the process of onboarding, You must declare Your Price Bracket. You may only be assigned Events that fall within Your declared Price Bracket and You shall not refuse any such Events once offered through the Platform, except if done so within the Cooling-Off Period. To be eligible for Events in a higher Price Bracket, You must successfully complete Events within Your current bracket, as determined by Viraaya Weddings in its sole discretion.

3.6. You may apply for onboarding as a Vendor Partner only once. If Viraaya Weddings determines that You have submitted multiple onboarding requests or have attempted to be onboarded under different names or details, Viraaya Weddings reserves the right to reject such applications or terminate any existing engagement without prior notice.

4. PROMOTIONAL CONTENT

4.1. Vendor Partners may, as part of their engagement with Viraaya Weddings, post, upload, publish, display, or submit Promotional Content related to their services on or through the Platform which demonstrates your capabilities, prior experience, skills, among other things, to provide Event Deliverables and Services.

4.2. As part of ensuring effective provision of the Viraaya Weddings Services and maintaining quality control standards, We may request that You provide reviews or feedback regarding Clients. You acknowledge and agree that Clients may likewise provide reviews or feedback regarding You to Us. You shall not knowingly provide any false, inaccurate, or misleading information in connection with any review or feedback. Such reviews may be used by Us for quality control, performance assessment, and to determine whether Clients and Vendor Partners are suitable users of the Platform. If We determine, in Our sole discretion, that You are not an appropriate or suitable user of the Platform, We reserve the right to suspend, revoke, or terminate Your onboarding status and remove You from the Platform, subject to any fees that may be refundable or repayable in accordance with Applicable Law.

4.3. By submitting Promotional Content, You grant Us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty-free license to use, publish, display, store, host, transfer, process, communicate, distribute, make available, modify, adapt, translate, and create derivative works of the Promotional Content for purposes of (a) functioning of the Platform and(b) advertising, promoting, and marketing the Viraaya Weddings Services.

4.4. In connection with these Terms of Use and the licenses granted under this clause, You hereby waive any claims arising out of moral rights or other similar rights relating to the Promotional Content.

4.5. Viraaya Weddings reserves the right, in its sole discretion, to remove, modify, or restrict access to Promotional Content that violates these Terms of Use, is inappropriate, infringing, or otherwise deemed unsuitable for the Platform.

5. CONSENT TO USE PERSONAL DATA

5.1. You agree that We may, in accordance with Our Privacy Policy, collect and use Your personal data. The Privacy Policy is available at https://viraayaweddings.com/privacy-policy and it explains the categories of personal data that We collect or otherwise process about You.

5.2. In certain instances, You may be required to furnish identification proof to avail Viraaya Weddings Services or to provide the Event Deliverables and Services, and You hereby agree to do so. Failure to comply with this request may result in Your inability to access Viraaya Weddings Services or provide the Event Deliverables and Services.

5.3. In addition to any consent, You may provide pursuant to the Privacy Policy, You hereby consent to Us sharing Your information with Our Affiliates or other third-party service providers. We may use such information and personal data pertaining to Your use of the Viraaya Weddings Services for provision of the Event Deliverables and Services, Viraaya Weddings Services, analytics, trend identification, and purposes of statistics to further enhance the effectiveness and efficiency of Our Viraaya Weddings Services, and provision of beneficial schemes, new offers, and for experience enhancement.

5.4. Subject to Applicable Laws, We may be directed by law enforcement agencies or the government and related bodies to disclose personal data in relation to You. You understand and agree that in such instances We shall have the right to share such personal data with relevant agencies or bodies.

5.5. Use of artificial intelligence: You acknowledge and agree that We may use artificial intelligence ("AI") tools to enhance the pictures, videos, reels and text-based content. You submit to Us for the purpose of providing Event Deliverables and Services, in order to ensure standardization and consistency. Such enhancements may include, without limitation, background standardization, uniform adjustments, lighting correction, and other visual improvements. By accepting these Terms of Use, You grant Us the right to use the photographs, videos, reels and text-based content, submitted by You for the limited purpose of generating enhanced versions through AI. You may, at any time, replace such enhanced images through Your in-app settings.

Disclaimer: The AI-enhanced pictures generated by Us are intended solely for use on Your official Viraaya Weddings profile within the Platform. Any use of such images outside the Platform or Your official Viraaya Weddings profile is undertaken at Your own risk and is neither endorsed nor supported by Us. We expressly disclaim all liability for any unauthorised use of such AI-enhanced images, including, without limitation, any claims of copyright infringement, privacy violations, misrepresentation, or any other legal or reputational damages arising from or related to such unauthorised use.

6. EVENTS AND CREDITS

6.1. Events: The acceptance level (all or part) by the Vendor Partner of the Event Deliverables and Services varies by categories of the vendors and the acceptance level appliable to You shall be communicated by Viraaya Weddings to You (through any of the Means of Communication) from time to time.

6.2. Confirmation and Vendor Partner Cancellations: An Event is considered confirmed once the Client has paid a token amount to Viraaya Weddings and a Cooling-Off Period has ended. You are required to inform Viraaya Weddings within this Cooling-Off Period, if You do not wish to accept an Event. Post the Cooling-Off Period, confirmed Events cannot be cancelled by You, except as determined by Viraaya Weddings in its sole discretion. However, any cancellation by You of a confirmed Event may result in any or all of the following:

(a) Monetary penalty being imposed on you
(b) Your temporary suspension from receiving new Events
(c) Your permanent delisting from the Platform in case of repeated violations

In the event a Client cancels an Event, and an advance has been paid to the Vendor Partner, the Vendor Partner shall refund such advance amount in accordance with the cancellation and refund slabs applicable to the relevant Vendor Partner category as communicated to You from time to time through any of the Means of Communication.

6.3. Substitution: In the case of Your unavailability or cancellation, whether within or outside the Cooling-Off Period, Viraaya Weddings may offer a substitute Vendor Partner from among other registered Vendor Partners to provide Event Deliverables and Services to the Client. In case Viraaya Weddings is unable to arrange a suitable substitute, Viraaya Weddings shall handle the matter directly with the Client in accordance with its applicable refund or credit policy.

6.4. Event Deliverables: In connection with the provision of Event Deliverables and Services under Events that have been confirmed, the following shall apply with respect to Event Deliverables created by You:

(a) All Event Deliverables shall be owned by the Client, being a third party beneficiary of the Event Deliverables and Services.
(b) All photographs, videos, designs, décor elements, audio-visual recordings, and other deliverables or outputs created or provided by You in connection with a confirmed Event ("Event Deliverables") shall, upon creation, vest in and be irrevocably assigned in favour of the Client, who shall be deemed an intended third-party beneficiary of such assignment, together with all right, title, and interest therein, including all intellectual property rights.
(c) You agree to provide Viraaya Weddings, upon request, with copies of Event Deliverables (including, without limitation, photographs, videos, decor, or designs), in such format as requested by the Client and Viraaya Weddings.
(d) Viraaya Weddings shall be entitled to use, reproduce, adapt, distribute, and otherwise use the Event Deliverables for commercial purposes, including promotion, marketing, and showcasing services offered on or through the Platform, subject to any rights of the Client, if applicable.
(e) Where assignment or ownership is provided for under the applicable category specific terms, You hereby waive any claims arising out of moral rights or other similar rights relating to the Event Deliverables, to the extent permitted under Applicable Law.

6.5. Soft Block of Dates: Once Viraaya Weddings provides a Quote to the Client, You shall Soft-Block the relevant date(s) for the Event duration as communicated to You through any of the Means of Communication. The Soft-Block period shall be determined on a case-by-case basis, subject to the relevant category, and shall be communicated to You separately by Viraaya Weddings for each Event through any of the Means of Communication. During this Soft-Block period, You shall keep the quoted rates and availability open for the Client. Upon expiry of the applicable Soft-Block period, and subject to prior written intimation to Viraaya Weddings, You may release relevant date(s), revise pricing, decline the Event, or otherwise modify the applicable commercial terms, provided that any changes to the pricing is within the Price Bracket.

6.6. Credits: The Platform may operate on a credits-based system for allocation and acceptance of Event, as described below:

(a) Viraaya Weddings may require You to maintain a minimum balance of credits ("Viraaya Weddings Credits") in order to access certain features of the Platform or to be eligible to receive or accept Events. Viraaya Weddings Credits shall be made available to You upon payment of a monetary amount at the time of registration, the details of which, shall be communicated to You by Viraaya Weddings, through any of the Means of Communication.
(b) The applicable minimum balance shall be communicated to You by Viraaya Weddings, through any of the Means of Communication. Viraaya Weddings will in addition communicate to You through any of the Means of Communication, and on a monthly basis Your Viraaya Weddings Credits.
(c) You hereby authorise Viraaya Weddings to deduct, from any amounts payable to You, such sums as may be necessary to maintain the required Viraaya Weddings Credits.
(d) Viraaya Weddings may, at its discretion, issue promotional or complimentary credits to Your account. Such promotional or complimentary credits shall not be transferable, shall not be redeemable for cash, may be subject to additional terms notified by Viraaya Weddings, and may be modified or withdrawn by Viraaya Weddings at any time, and as communicated to you by Viraaya Weddings through any of the Means of Communication.

7. PRICING PAYMENT TERMS AND TAXES

7.1. Quote Generation and Pricing: The following provisions govern the generation of Quotes, pricing of Event Deliverables and Services, and the collection and transfer of payments through the Platform:

(a) The Price Bracket shared by You, will be used by Viraaya Weddings to generate Quotes on Your behalf in connection with an Event. You cannot change the Price Bracket on a case-by-case basis. Any revision of such Price Bracket must be communicated by You to Viraaya Weddings, and Viraaya Weddings will apply the same every quarter of a year.
(b) The Quotes generated by Viraaya Weddings on Your behalf, will remain within plus or minus of 5% (five percent) from the Price Bracket, unless communicated otherwise by Viraaya Weddings to You.
(c) You agree that the Quotes generated by Viraaya Weddings for Clients shall be lower than Your direct retail pricing. You shall provide accurate inputs on costing, offerings, and catalogue details, to enable Viraaya Weddings to generate Quotes and maintain price transparency with Clients. If a Client is quoted a higher price than what You offer directly due to incorrect or incomplete information provided by You, Viraaya Weddings reserves the right to delist You from the Platform or suspend allocation of future Events until corrective measures are implemented.

7.2. Security Deposit: You shall provide a Security Deposit to Viraaya Weddings on the terms as set out below:-

(a) The Security Deposit to be provided will be decided on a case-to-case basis considering the Event value, risks, category of the Vendor Partners and other criteria and the Security Deposit to be provided by You will be communicated by Viraaya Weddings to You (through any of the Means of Communication) during the time of onboarding onto the Platform.
(b) Subject to clause 7.2 (c), Viraaya Weddings shall refund the Security Deposit within 60 (sixty) days from the later of:
- (i) Completion of the Vendor Services for the relevant event(s)
- (ii) Termination of Your engagement with Viraaya Weddings
For the avoidance of doubt, no interest shall accrue on the Security Deposit for the period during which it is held by Viraaya Weddings, and any delay in processing the refund due to administrative or verification requirements shall not constitute a default by Viraaya Weddings.
(c) Viraaya Weddings reserves the right to adjust or deduct from the Security Deposit any amounts due from You, including but not limited to:
- (i) Losses, damages, penalties, or costs arising from Your breach, non-performance, or negligence
- (ii) Amounts payable for any claims, refunds, or damages borne by Viraaya Weddings due to Your default
- (iii) Any other sums lawfully owed by You to Viraaya Weddings under these Terms of Use
(d) The Security Deposit shall not be treated as liquidated damages or as a limitation of Your liability. You shall remain fully liable for all obligations under these Terms of Use, and Viraaya Weddings's right to recover additional sums shall not be restricted to the Security Deposit.

7.3. Subject to Clause 7.4 below, subsequent to Your delivery of the Event Deliverables and Services to the Client and subsequent to Viraaya Weddings receiving the payment from the Client, Viraaya Weddings will facilitate the payment of the applicable amount to be paid by the Client to You as Your limited payment collection agent. Payment of the amount payable by the Client in such manner shall be considered the same as payment made directly by the Client to You, and You hereby authorise Viraaya Weddings to merely collect and process payments on Your behalf. Such payments will be inclusive of applicable taxes where required by law. Amounts paid by the Client to You are final and non-refundable, unless otherwise determined by Viraaya Weddings in accordance with these Terms of Use.

7.4. Viraaya Weddings derives a Commission for facilitating the online marketplace services through the Platform. In cases where the Client makes payment to Viraaya Weddings for Event Deliverables and Services, the Vendor Partner hereby authorizes Viraaya Weddings to deduct its applicable Commission (together with any applicable taxes) from the amount so received, and to remit the balance to the Vendor Partner in accordance with these Terms of Use. In the event that a Client makes payment directly to the Vendor Partner for the Event Deliverables and Services, the Vendor Partner shall immediately remit to Viraaya Weddings the applicable Commission in a manner specified by Viraaya Weddings.

7.5. Viraaya Weddings may, from time to time, deduct from payments due to be made by Viraaya Weddings to the Vendor Partner for any amounts payable by the Vendor Partner to Viraaya Weddings, including without limitation: (a)penalties imposed in accordance with these Terms of Use; and (b) charges or transaction fees levied by Payment Processors or gateways for processing Client payments. All Client payments shall be remitted to the Vendor Partner net of such deductions.

7.6. Payment Processors: Viraaya Weddings may engage one or more third-party Payment Processors to bill Clients through the Client's selected mode of payment. The processing of payments will be subject to the terms and policies of such Payment Processors in addition to the terms governing Viraaya Weddings's relationship with the Clients. We shall not be liable for any error or omission of the Payment Processors.

7.7. Taxes and Compliance: The following provisions shall govern the applicability for taxes and compliance under these Terms of Use:

(a) Viraaya Weddings acts solely as an intermediary for the collection of payments between the Client and You. State and local tax laws vary significantly by locality and You, therefore, understand and agree that You are solely responsible for determining Your own tax reporting requirements in consultation with tax advisors. Viraaya Weddings cannot, and does not, offer tax advice to You. Further, You understand that Viraaya Weddings shall not be responsible or liable in any manner in relation to tax liability that You may incur.
(b) Any other applicable taxes (whether direct or indirect) that are liable to be deducted, will be done so by Viraaya Weddings, in accordance with Applicable Law, and the payment due to You from the Client will be net of such deductions towards applicable taxes.

7.8. Subscription Packages: Viraaya Weddings may, from time to time, offer optional subscription packages, membership plans, or schemes to Vendor Partners. Subscription packages may provide additional benefits, features, preferential Event allocation, reduced Commissions, or other advantages, subject to the applicable terms communicated to You prior to registration. Subscription packages shall be payable in advance, shall be non-refundable unless otherwise specified by Viraaya Weddings. For clarity, subscription packages are optional and are distinct from any requirement to maintain Viraaya Weddings Credits under these Terms of Use. There may be changes to the above provisions as per updates or changes in the provisions under Applicable Laws.

8. HELPERS

8.1. Without the prior written consent of Viraaya Weddings, You acknowledge and agree that You shall not engage or appoint any person to assist You in the performance of the Event Deliverables and Services ("Helper"). You shall be solely responsible for all acts and omissions of any such Helper engaged by You.

8.2. If Viraaya Weddings expressly permits You to appoint a Helper, the following conditions shall apply:

(a) You may engage a Helper only in service categories where such assistance is expressly permitted by Viraaya Weddings
(b) The Helper must be at least 18 (eighteen) years of age and legally eligible to provide such assistance
(c) Viraaya Weddings reserves the right to request documentation verifying the Helper's identity, residence, KYC details, and other details as it may deem necessary, and to conduct background verification at Your cost
(d) You shall accompany the Helper in person at all times while providing Event Deliverables and Services to a Client
(e) The Helper must not be engaged in any manner that violates Applicable Law, these Terms of Use, or Viraaya Weddings's policies
(f) You shall ensure that the Helper complies with these Terms of Use to the same extent as You are bound

8.3. Any breach of these Terms of Use by a Helper shall be deemed a breach by You. You shall indemnify and hold harmless Viraaya Weddings, its Affiliates, officers, directors, employees, and agents from and against any loss, damage, claim, cost or liability arising out of or in connection any act or omission of the Helper.

8.4. You acknowledge that there is no contract of employment between Viraaya Weddings and the Helper, and that any Helper is engaged by You in Your independent capacity. You shall be solely responsible for compensating the Helper and for ensuring compliance with all applicable employment, labour, or tax laws in relation to such engagement.

8.5. Your engagement of a Helper shall not be construed as an assignment, transfer, delegation, sub-contracting, or sub-delegation of Your obligations under these Terms of Use. You shall at all times remain primarily responsible for the performance of Event Deliverables and Services and all liabilities arising therefrom.

8.6. For the avoidance of doubt, nothing contained in these Terms of Use shall be construed as Viraaya Weddings either encouraging or discouraging You from engaging a Helper.

9. CONFIDENTIALITY

9.1. You agree to keep strictly confidential all non-public information relating to Viraaya Weddings, its Clients, Affiliates, and operations, including any commercial terms, pricing, commissions, or Client's data shared with You during or in connection with Your engagement with Viraaya Weddings ("Confidential Information"). You shall not disclose or use any Confidential Information for any purpose other than performing Your obligations under these Terms of Use, except where disclosure is required by law. The obligation of confidentiality shall survive the termination of these Terms of Use.

10. VENDOR CONDUCT

10.1. You shall not discriminate against Clients on any ground, including but not limited to race, religion, caste, national origin, disability, sex, marital status, gender identity, age, or any other characteristic protected under Applicable Law. Any refusal to provide Event Deliverables and Services on such grounds shall constitute a material breach of these Terms of Use.

10.2. You must treat all Clients with courtesy and respect and ensure that Event Deliverables Services are provided in a safe, professional, and appropriate manner. Viraaya Weddings reserves the right to suspend or terminate Your access to the Platform if You engage in any discourteous, disrespectful, abusive, unlawful, or otherwise inappropriate conduct towards Clients or Viraaya Weddings representatives.

10.3. You shall be responsible for ensuring that the equipment, products, and materials used in the provision of Event Deliverables and Services are safe, clean, and appropriate for the intended purpose. You also disclose any and all information relevant to the performance of Event Deliverables and Services, including any limitations or risks that may affect the Client's health, safety, or well-being.

10.4. In the event a Client engages in behaviour that is abusive, unlawful, or otherwise inappropriate, You must promptly report the incident to the concerned Viraaya Weddings representative on the ground and/or to connect@viraayaweddings.com or any other means of communication provided by Us to You, within 12 (twelve) hours. Viraaya Weddings may, at its discretion, take appropriate steps including restricting such Client's access to avail such Event Deliverables and Services.

11. YOUR RESPONSIBILITIES

11.1. You represent and warrant that all information provided in relation to, Event Deliverables and Services, inclusive of the Promotional Content and all other and representations made on the Platform by You is complete, true, and correct as on the date of agreeing to these Terms of Use, and shall remain complete, true, and correct during the term of engagement. You shall promptly notify Viraaya Weddings of any changes. Viraaya Weddings shall not be liable for any loss, damage, or claims arising out of inaccurate, incomplete, or misleading information provided by You, or if You fail to disclose any material fact.

11.2. You shall extend full cooperation to Viraaya Weddings in defending any claims or proceedings arising out of Your breach of these Terms of Use.

11.3. In respect of Event Deliverables and Services You represent, warrant and covenant that:

(a) You shall not, directly or indirectly, provide any reviews or ratings for Event Deliverables and Services performed by You or by any of Your Affiliates in their capacity as Vendor Partners
(b) You are solely responsible for all Promotional Content provided to Us at the time of onboarding onto the Platform
(c) The Promotional Content does not and shall not violate any of Your obligations or responsibilities under other agreements
(d) The Event Deliverables and Services, Promotional Content does not and shall not violate, infringe, or misappropriate any intellectual property right or other proprietary right including the right of publicity or privacy of any person or entity
(e) The Event Deliverables and the Promotional Content does not and shall not contain any viruses, corrupted data, or other harmful, disruptive, or destructive files or content
(f) The Event Deliverables and the Promotional Content does not and shall not violate any third-party rights
(g) The Event Deliverables and the Promotional Content
- (i) does not belong to any other person or to which You do not have any right
- (ii) is not obscene, pornographic, paedophilic, invasive of another person's privacy (including bodily privacy), insulting or harassing on the basis of gender, racially or ethnically objectionable, related to or encouraging money laundering or gambling, promoting or providing access to any online game that causes harm, or promoting enmity between different groups on grounds of religion or caste with the intent to incite violence
- (iii) is not harmful to children
- (iv) does not infringe any patent, trademark, copyright, or other proprietary rights
- (v) does not deceive or mislead the addressee or reader as to the origin of the message, and does not knowingly or intentionally communicate any misinformation or information which is patently false, untrue, or misleading in nature, or which, in respect of any business of the Central Government, has been identified as fake, false, or misleading by a fact-check unit of the Central Government as may be notified in the Official Gazette by the Ministry concerned
- (vi) does not impersonate any person;
- (vii) does not threaten the unity, integrity, defence, security, or sovereignty of India, friendly relations with foreign states, public order, or cause incitement to the commission of any cognisable offence, prevent investigation of any offence, or insult another nation
- (viii) does not contain any software virus or other computer code, file, or program designed to interrupt, destroy, or limit the functionality of any computer resource
- (ix) is not in the nature of an online game that has not been verified as a permissible online game
- (x) is not in the nature of any advertisement, surrogate advertisement, or promotion of an online game that is not a permissible online game, or of any online gaming intermediary offering such a game
- (xi) does not violate any law for the time being in force
- (xii) is not otherwise offensive, objectionable, or likely to restrict or inhibit any other person from using or enjoying the Viraaya Weddings Services
(h) You shall abide by community guidelines and any such guidelines and policies as may be issued by Viraaya Weddings from time to time

11.4. You warrant that You shall not engage in any activity that interferes with or disrupts the Viraaya Weddings Services.

11.5. You shall not attempt to gain unauthorised access to any portion or feature of the Viraaya Weddings Services, any other systems or networks connected to the Viraaya Weddings Services, to any of Our servers, or through the Platform by hacking, password mining, or any other illegitimate means.

11.6. In respect of the Event Deliverables and Services offered by You to Clients, you represent, warrant and covenant that:

(a) You shall be fully responsible and liable for the acceptance, delivery and performance of the Event Deliverables and Services that You provide, including any and all acts and/or omissions therein, including all express and implied warranties therein.
(b) In case Your performance of Event Deliverables and Services involves usage, incidental and/or ancillary supply, delivery of any goods, such as additional props, consumables, etc. such goods shall be in full conformity with all applicable standards, including express and implied warranties therein.
(c) For the avoidance of doubt, all warranty obligations in respect of the Event Deliverables and Services (including usage and/or supply of any ancillary goods) shall be the sole responsibility of You.
(d) You shall not engage in, permitting, or tolerating any form of theft, pilferage, misappropriation, or unlawful appropriation of property belonging to the Client, Event venue, Viraaya Weddings, or any third party.
(e) You shall not, directly or indirectly, offer, give, solicit, or accept any bribe, gratification, kickback, or other improper benefit to or from any Client, any employee of Viraaya Weddings, any other vendor or service provider engaged in connection with the Event Deliverables and Services, and You shall comply with all applicable anti-corruption and anti-bribery laws.
(f) You shall cooperate with local police, municipal authorities, venue management, regulatory bodies, and any other lawful authority, and shall not engage in any conduct that may impede or adversely affect law-enforcement or regulatory processes.
(g) You shall comply with all venue-specific rules, municipal requirements, statutory permissions, fire-safety norms, noise restrictions, crowd-control guidelines, and all other Applicable Laws or directions relevant to the performance of the Event Deliverables and Services.
(h) Where a venue or authority requires a security deposit, advance payment, permit, licence, or other prerequisite for providing the Event Deliverables and Services, You shall be solely responsible for arranging, paying, and complying with such requirements, unless otherwise expressly agreed in writing with Viraaya Weddings or the Client.

11.7. You shall not, directly or indirectly, in any capacity, solicit, attempt to influence, approach, accept, or engage with any Client introduced to You through the Platform for the purpose of providing Event Deliverables and Services outside the Platform, or otherwise circumvent Viraaya Weddings in connection with the Event Deliverables and Services. You further agree not to solicit, induce, or encourage any other Vendor Partner to cease, terminate, or modify their engagement with Viraaya Weddings or the Platform. You acknowledge that this restriction is reasonable, necessary to protect the integrity of the Platform and Viraaya Weddings's commercial interests and does not prevent You from independently providing services to Clients who have not been introduced to You through the Platform.

11.8. You shall further agree to comply with the following service and performance standards: (a) In order to be eligible for moving into a higher Price Bracket, You must successfully complete a minimum of 10-15 (ten to fifteen) projects and maintain a minimum of 4.8-star rating out of 5 stars, which shall be provided by the Client; (b) Comply with Viraaya Weddings's category-specific key performance indicators (KPIs) for providing Event Deliverables and Services, as communicated to You by Viraaya Weddings through any of the Means of Communication; (c) Adhere to the response timelines communicated by Viraaya Weddings to You, through any of the Means of Communication, with respect to Event Deliverables and Services provided by You; (d) Maintain an up-to-date central Viraaya Weddings Calendar with all booked dates on a weekly basis; and (e) Participate in quarterly performance reviews conducted by Viraaya Weddings, during which Viraaya Weddings shall consider factors including, but not limited to, Client feedback, adherence to response timelines, and overall service quality, with project allocations and future opportunities adjusted accordingly.

11.9. You shall not use the Viraaya Weddings Services in any manner except as expressly permitted in these Terms of Use. Without limiting the generality of the preceding sentence, You shall not:

(a) Infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of any party
(b) Except as may be provided hereunder, copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, create any derivative works from or license the Viraaya Weddings Services
(c) Use the Viraaya Weddings Services to transmit any data, or send or upload any material that contains viruses, Trojan horses, worms, timebombs, keystroke loggers, spyware, adware, or any other harmful programmes, or similar computer code, designed to adversely affect the operation of any computer software or hardware
(d) Use any robot, spider, other automated device, or manual process to monitor or copy the Viraaya Weddings Services or any portion thereof;
(e) Engage in the systematic retrieval of content from the Viraaya Weddings Services to create or compile, directly or indirectly, a collection, compilation, database, or directory
(f) Use the Viraaya Weddings Services in
- (i) any unlawful manner
- (ii) for fraudulent or malicious activities
- (iii) in any manner inconsistent with these Terms of Use
(g) Decompile, reverse engineer, or disassemble the Viraaya Weddings Services
(h) Link to, mirror, or frame, any portion of all or any of the Viraaya Weddings Services
(i) Violate Applicable Laws in any manner

11.10. You shall agree and acknowledge that failure to meet these service and performance standards may result in rating reductions or other penalties.

12. THIRD-PARTY SERVICES

12.1. The Platform may include services, content, documents, and information owned by, licensed to, or otherwise made available by, a third-party ("Third-Party Services") and contain links to Third-Party Services. You understand and acknowledge that Third-Party Services are the sole responsibility of the third-party that created or provided it, and that use of such Third-Party Services is solely at Your own risk.

12.2. We make no representations and exclude all warranties and liabilities arising out of or pertaining to such Third-Party Services, including their accuracy or completeness. Should You avail a Third-Party Service, You shall be governed and bound by the terms and conditions and privacy policy of the third parties providing the Third-Party Services. Further, all intellectual property rights in and to Third- Party Services are the property of the respective third parties.

13. PLATFORM SAFETY AND ANTI-FRAUD OBLIGATIONS

13.1. For the safety and privacy of both Clients and Vendor Partners, and to ensure delivery of Event Deliverables and Services in accordance with the Platform's service standards, all Event Deliverables and Services provided by You to any Client during the term of these Terms of Use shall be provided solely through the Platform and in accordance with these Terms of Use. Any direct or indirect provision of Event Deliverables and Services to a Client outside the Platform - whether in whole or in part, and whether initiated by the Client or otherwise - shall constitute a breach of these Terms of Use and may result in termination of Your access to the Platform in accordance with Viraaya Weddings's policies, unless You are able to provide a satisfactory explanation for such conduct. You acknowledge and agree that this restriction is fair, reasonable, and necessary to ensure safety, privacy, and the protection of Viraaya Weddings's legitimate business interests. However, nothing in this clause shall prevent You from providing the same or similar services to any Client after the termination of these Terms of Use, for any reason whatsoever.

13.2. Except as mentioned above, nothing in the clause above restricts You from providing same or similar Event Deliverables and Services during the period to any person other than a Client, whether directly or indirectly, either independently or through affiliation with any online or offline business entity engaged in a business similar to Viraaya Weddings.

14. OUR INTELLECTUAL PROPERTY

14.1. All rights, titles, and interest in, and to the Viraaya Weddings Services, including all intellectual property rights arising out of the Viraaya Weddings Services, are and shall remain the exclusive property of Viraaya Weddings or its licensors. Subject to Your continued compliance with these Terms of Use, We grant You a non-exclusive, non-transferable, non-sub licensable, revocable, and limited licence to use and access the Viraaya Weddings Services solely in accordance with these Terms of Use and Our written instructions issued from time to time. Any rights not expressly granted herein are reserved by Viraaya Weddings or Viraaya Weddings's licensors.

14.2. We may request You to submit suggestions and other feedback, including but not limited to bug reports, relating to the Viraaya Weddings Services from time to time ("Feedback"). You acknowledge that any Feedback provided by You is voluntarily and that We shall be entitled to use, copy, disclose, publish, display, distribute, and use the Feedback, in whole or in part, without any restriction, acknowledgement, or obligation to compensate You.

14.3. Except as expressly stated in these Terms of Use, nothing herein shall be construed as granting You any right, title, or interest in or to the intellectual property rights of Viraaya Weddings or any third party.

15. TERM AND TERMINATION

15.1. These Terms of Use shall remain valid, binding, and in full force for as long as You remain onboarded as a Vendor Partner and/or continue to access or use the Platform. These Terms of Use shall automatically cease to apply upon termination of Your onboarding, delisting, or deactivation from the Platform.

15.2. Viraaya Weddings may restrict, deactivate, or terminate Your access to, or use of, the Platform or any portion thereof immediately and at its sole discretion, (a) if You violate or breach any terms of these Terms of Use, including breach of the representations, warranties, obligations, responsibilities, or covenants under these Terms of Use, any applicable policy of Viraaya Weddings, or any law in force; (b) if You cease to be eligible to use the Platform or provide Event Deliverables and Services under Applicable Law or Viraaya Weddings's internal policies and standards; (c) You do not, or are likely not to qualify under Applicable Law, or the standards and policies of Viraaya Weddings or its Affiliates, to access and use the Viraaya Weddings Services; (d) if such restriction or termination is necessary for legitimate business, legal, or regulatory reasons; or (e) for any other reason deemed necessary by Viraaya Weddings to protect the integrity, safety, or reputation of the Platform, its Clients, or other Vendor Partners.

15.3. You may terminate these Terms of Use, at any time, for any reason, by either writing to Viraaya Weddings at connect@viraayaweddings.com or visiting Viraaya Weddings's registered office at: Ground Floor, 375, 5th Main Road, HSR Layout, Sector 6, Bengaluru, Karnataka – 560102.

15.4. Upon expiry of these Terms of Use:

(a) The Viraaya Weddings Services will "time-out"
(b) Your access to the Platform and right to provide Event Deliverables and Services shall stand terminated, and You shall not be eligible to receive any new Events. Viraaya Weddings shall, within a period of 60 (sixty) days following termination, settle and release all amounts validly due to You for completed Event Deliverables and Services, and refund the Security Deposit furnished by You at the time of onboarding, after deducting any amounts payable by You to Viraaya Weddings, including outstanding Commission, penalties, or claims, or other sums paid by Viraaya Weddings on Your behalf in its capacity as Your limited collection agent. Viraaya Weddings shall not be liable to refund any portion of amounts received from Clients for incomplete or cancelled Event Deliverables and Services
(c) All rights or licences granted to You under these Terms of Use will immediately terminate
(d) You will immediately destroy, or at the request of Viraaya Weddings, return, all Viraaya Weddings data, trademarks, service marks, or content, in Your possession or control
(e) These Terms of Use shall terminate, except for those clauses that are expressly, or by implication, intended to survive termination or expiry.

16. DISCLAIMERS AND WARRANTIES

16.1. The Viraaya Weddings Services are provided on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including without limitation the implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Without limiting the foregoing, We make no warranty that the Viraaya Weddings Services will meet Your requirements or expectations.

16.2. No advice or information, whether oral or written, obtained by You from Us shall create any warranty that is not expressly stated in the Terms of Use.

16.3. You agree and acknowledge that Viraaya Weddings solely operates as a technology platform that connects You with Clients. Viraaya Weddings does not provide, control, supervise, or manage the Event Deliverables and Services, nor is it responsible for the performance, quality, or outcome of any Event Deliverables and Services provided by You. Viraaya Weddings shall not be liable in any manner for any obligations that are not expressly stated in, or expressly assumed under, these Terms of Use. To the extent any claim, loss, or liability is not solely attributable to Viraaya Weddings's acts or omissions, Viraaya Weddings shall not be responsible for:

(a) The fulfilment of any Event
(b) The performance of Event Deliverables and Services by You
(c) Any of Your acts or omissions in connection with the provision of Event Deliverables and Services, including, without limitation, any delay, deficiency, negligence, mishandling of event-related materials, décor, or equipment, any acts of theft, pilferage, or misappropriation, any bribery or corrupt practices, any failure to comply with directions or requirements of local police, municipal bodies, venue authorities, or other regulatory authorities, or any failure to obtain required licences, permits, or venue security clearances necessary for the provision of the Event Deliverables and Services

By accepting Events through the Platform, You enter into a direct contractual relationship with the relevant Client for the provision of Event Deliverables and Services. Viraaya Weddings shall have no responsibility, obligation, or liability nor shall it make any warranty, representation, or guarantee in respect of Your performance under Your contract with the Client. All contractual or commercial terms relating to the Event Deliverables and Services, including without limitation applicable taxes, transportation costs, payment terms, timelines, delivery of services, warranties or guarantees, post-sale or after-sale services, and Client satisfaction, shall be agreed upon solely between You and the Client. Notwithstanding the foregoing, Viraaya Weddings may, at its discretion, offer certain limited support services to You, including, without limitation, payment collection, communication support, and other ancillary or facilitative services.

16.4. You agree that the relationship between Viraaya Weddings and You, is voluntary, non-exclusive, and established on a principal-to-principal basis. Both parties are free to enter into similar or other arrangements with third parties. Viraaya Weddings does not provide, and You shall not seek or claim, any supervision, direction, or control from Viraaya Weddings in relation to the Event Deliverables and Services offered by You to Clients.

16.5. You represent and warrant that You have obtained, and shall maintain at all times, all necessary licences, permits, authorisations, approvals, and tax registrations required under Applicable Laws or industry standards to lawfully offer and provide the Event Deliverables and Services.

16.6. You hereby assume full responsibility and liability for all consequences arising from:

(a) Your use of the Viraaya Weddings Services
(b) Your provision of the Event Services to Clients

You expressly acknowledge and agree that Viraaya Weddings shall have no responsibility or liability whatsoever in this regard.

16.7. You acknowledge and agree that Viraaya Weddings does not provide, grant, underwrite, or disburse any financial products or services. Viraaya Weddings shall not be liable for any claim, loss, or damage, whether direct or indirect, arising from or in connection with Your use of, or reliance on, any financial product or service.

16.8. Viraaya Weddings is merely a technology platform service provider and:

(a) Is not registered with the Reserve Bank of India
(b) does not hold any licence to engage in any activities relating to financial products
(c) Is not a financial institution under the Companies Act, 2013 or the Banking Regulation Act, 1949 or any other laws for the time being in force in India

16.9. Viraaya Weddings will maintain a complaints management framework and will manage this framework on behalf of all Vendor Partners in a fair and reasonable manner, and in accordance with the non-excludable requirements of Applicable Laws.

16.10. You agree that Your continued access to and use of the Viraaya Weddings Services is subject to maintaining a minimum ratings threshold based on Client reviews, in accordance with clause 11.8. The applicable ratings threshold for Your service category and city will be communicated to You through any channel as maybe made available by Viraaya Weddings from time to time, including (as applicable) the Platform, text message, email or by a Viraaya Weddings representative. If Your ratings fall below the minimum threshold, Your ability to provide Event Deliverables and Services on the Platform may be temporarily suspended, and You may be required to attend a training or performance improvement session to reactivate Your access to the Viraaya Weddings Services. Notwithstanding the foregoing, Viraaya Weddings reserves the right to terminate these Terms of Use if Your ratings fall below the prescribed threshold after You have attended a training session.

16.11. You agree that You are solely responsible for obtaining and maintaining the data network access necessary to use the Viraaya Weddings Services. Your mobile network's data and messaging rates may apply when accessing or using the Viraaya Weddings Services from a wireless-enabled device, and You shall be solely responsible for any such rates or fees. You are also responsible for acquiring, maintaining, and updating compatible hardware or devices required to access and use the Viraaya Weddings Services. Viraaya Weddings does not guarantee that the Viraaya Weddings Services, or any portion thereof, will function on any particular hardware, operating system, or device.

16.12. You undertake that You shall not, whether intentionally or unintentionally, make, publish, or communicate any negative, disparaging, or defamatory statements or representations about Viraaya Weddings, its brand, domain name, or any related entity, including "Viraaya Weddings Technologies Private Limited" or "Viraaya Weddings" or Viraaya Weddings's Affiliates, officers, directors, employees, and agents. You further agree not to engage in any act or omission that could adversely affect the reputation, goodwill, trade name, or trade or service marks of Viraaya Weddings, or those owned by or licensed to Viraaya Weddings.

16.13. You agree that You shall be responsible for providing Viraaya Weddings with any information relating to the Event Deliverables and Services to be uploaded on the Platform, as and when requested by Viraaya Weddings.

16.14. To the fullest extent permitted by Applicable Law, Viraaya Weddings, its Affiliates, and related parties each disclaim all liability for any loss, damage, claim, or expense arising out of or in connection with:

(a) Your use or inability to use the Platform or the Viraaya Weddings Services, or the availability, unavailability, suspension, or discontinuation thereof
(b) Any defect, interruption, delay, error, or failure in the operation, functionality, or transmission of information to, from, or through the Viraaya Weddings Services, including any communications failure, theft, destruction, or unauthorised access to Viraaya Weddings's records, programs, servers, or other systems or infrastructure
(c) Any failure of the Viraaya Weddings Services in relation to its operationality or accessibility
(d) The loss, corruption, or deletion of any Promotional Content or other data in connection with Your use of the Viraaya Weddings Services.

16.15. In no event shall Viraaya Weddings, its officers, directors, employees, contractors, agents, licensors, partners, or suppliers be liable to You for any direct, special, indirect, incidental, consequential, punitive, reliance, or exemplary damages including, without limitation, loss of business opportunities, revenue, anticipated profits, goodwill, data, or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever (including, without limitation, any abuse or breach of data) except where such loss or damage is directly attributable to Viraaya Weddings's gross negligence or wilful misconduct within its knowledge.

This limitation shall apply even if Viraaya Weddings or its authorised representatives have been advised of the possibility of such damages, and regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, arising out of or in connection with:

(a) These Terms of Use
(b) The Viraaya Weddings Services
(c) Your use of or inability to use the Viraaya Weddings Services

16.16. To the maximum extent permitted by Applicable Law, Viraaya Weddings's liability arising out of or in connection with these Terms of Use shall, in respect of any Event made through the Platform, be limited to the amount of Commission deducted by Viraaya Weddings from the Client's payment for such Event. Further, the total aggregate liability of Viraaya Weddings under these Terms of Use, regardless of the form or cause of action, shall in no event exceed the total Commission deducted by Viraaya Weddings from Client payments during the term of these Terms of Use.

16.17. Nothing in these Terms of Use will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit. To the extent such warranty implied by law applies, and to the extent Viraaya Weddings is permitted under Applicable Law to do so, Viraaya Weddings's liability will be limited, at its option, in the case of supply of Viraaya Weddings's Services:

(a) The supply of the services again
(b) The payment of the cost of having the services supplied again

17. INDEMNITY

17.1. You shall indemnify, defend at Our option, and hold harmless Viraaya Weddings, its parent companies, subsidiaries, Affiliates, and their respective officers, directors, employees, agents, and representatives, from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, penalties, costs, and expenses (including reasonable attorneys' fees and settlements) arising out of or in connection with (a) Your access to or use of the Platform or the Viraaya Weddings Services; (b)the Event Deliverables and Services provided by You to Clients; (c) Your breach of these Terms of Use, or(d) any claim alleging that the Event Deliverables and Services, the Promotional Content provided by You infringe, misappropriate, or otherwise violate any third-party rights.

17.2. In the event Viraaya Weddings is of the opinion that You have (a) performed the Event Deliverables and Services in a deficient manner, or (b) harmed or caused damage to a Client, Viraaya Weddings may, at its sole discretion, without admitting any liability or prejudice to its status as an intermediary, compensate such Client for the deficient service or damage or harm caused, as applicable. You agree that Viraaya Weddings may collect from You, the amount fully to be paid to the Client in compensation, with Your consent to Our collection of such funds. Where the compensation to the Client as aforementioned involves any warranties in respect of the Event Deliverables and Services (including any ancillary goods used) such amounts and obligations shall be passed on to You, and Viraaya Weddings shall be entitled to recover the full amount from You.

17.3. We shall indemnify, defend and hold You harmless from and against any claim, demand, lawsuits, judicial proceeding, loss, liability, damage and costs (including, without limitation, all damages, liabilities, settlements, and attorneys' fees), due to, or arising out of, Viraaya Weddings's gross negligence, fraud, or wilful misconduct.

18. JURISDICTION, GOVERNING LAWS AND DISPUTE RESOLUTION

18.1. These Terms of Use shall be governed by and construed and enforced in accordance with the laws of the Republic of India. Subject to clause 18.2, courts in Bangalore, Karnataka shall have exclusive jurisdiction over all issues arising out of these Terms of Use or the use of the Viraaya Weddings Services.

18.2. Any controversies, conflicts, disputes, or differences, arising out of these Terms of Use shall first be escalated in writing to the directors or authorised senior representatives of Viraaya Weddings and the Vendor Partner, respectively, who shall attempt in good faith to resolve the dispute amicably within a period of 30 (thirty) days from the date of such escalation. If the dispute is not resolved within such period, the parties shall attempt to resolve the dispute through mediation conducted in Bangalore, Karnataka, by a mutually agreed mediator, in the English language, and the mediation shall be concluded within 30 (thirty) days, unless extended by mutual consent of the parties. If the dispute remains unresolved through mediation, the dispute shall be finally resolved by arbitration in Bangalore, Karnataka in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this clause. The tribunal shall consist of 1 (one) arbitrator appointed by Viraaya Weddings and the Vendor Partner, mutually. The language of the arbitration shall be English. The parties to the arbitration shall keep the arbitration confidential, and not disclose to any person, other than on a need-to-know basis, or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the parties thereto. Each party to the arbitration shall bear its own costs with respect to any dispute.

19. GRIEVANCE REDRESSAL

19.1. You may contact Our designated Grievance Redressal Officer with any complaints or queries relating to the Viraaya Weddings Services or these Terms of Use through registered post or through email, details of which are provided below:

(a) Name: Priyansh Rai
(b) Designation: Customer Experience Manager
(c) Email Address: priyansh.r@viraayaweddings.com

19.2. We shall ensure that Your complaint is resolved within timelines prescribed by Applicable Laws.

20. MISCELLANEOUS PROVISIONS

20.1. Changes to Terms of Use: Viraaya Weddings reserves the right to revise, modify, or update these Terms of Use at any time, at its sole discretion, and all such changes shall be effective immediately upon being posted on the Platform, unless otherwise specified. Viraaya Weddings will notify You of any material changes through any of the Means of Communication. Your continued access to or use of the Platform following the posting of any changes shall constitute Your deemed acceptance of such revised Terms of Use.

20.2. Modification and Discontinuation to the Services: Viraaya Weddings reserves the right, at any time, to add, modify, suspend, or discontinue, temporarily or permanently, the Viraaya Weddings Services (or any part thereof) in one or more cities, with or without cause, by providing You prior notice of at least 30 (thirty) days through the Platform. Provided that nothing in this clause shall permit Viraaya Weddings to revoke, discontinue, or modify the Viraaya Weddings Services for a specific individual only. Viraaya Weddings shall not be liable for any addition, modification, suspension, or discontinuation of the Viraaya Weddings Services.

If Viraaya Weddings permanently discontinues the Viraaya Weddings Services for a specific Vendor Partner category, Viraaya Weddings shall provide You with prior written notice. Upon such discontinuation, Viraaya Weddings shall refund any Security Deposit and any other payments due to You (if applicable) in respect of such discontinued category. For the avoidance of doubt, any costs associated with onboarding or qualification required to provide Event Deliverables and Services under another category shall be borne by You, in such manner and within such timelines as may be reasonably prescribed by Viraaya Weddings.

20.3. Severability: If any provision of these Terms of Use is held by a court or other competent authority to be unlawful or unenforceable, the remaining provisions shall continue in full force and effect. If any unlawful or unenforceable provision would be lawful or enforceable with the deletion of a part thereof, that part shall be deemed deleted, and the remainder of the provision shall continue to apply, unless such deletion would contradict the clear intention of the clause, in which case the entire provision shall be deemed deleted.

20.4. Assignment: You shall not license, sell, transfer, or assign Your rights, obligations, or covenants under these Terms of Use, or any information provided to Viraaya Weddings, without Viraaya Weddings's prior written consent. Viraaya Weddings may grant or withhold such consent at its sole discretion and may impose such conditions as it deems appropriate. Viraaya Weddings may, without prior notice to You, assign or transfer its rights or obligations under these Terms of Use to any of its affiliates, subsidiaries, parent companies, successors in interest, or to any third party in connection with the Viraaya Weddings Services.

20.5. Notices: All notices, requests, demands, and determinations for Us under these Terms of Use (other than routine operational communications) shall be sent to Our registered office at Ground Floor, 375, 5th Main Rd, HSR Layout Sector 6, Bengaluru, Karnataka 560102 or through Our official email ID via: connect@viraayaweddings.com.

20.6. Third Party Rights: Save and expressly provided under Clause 6.4 no third party shall have any rights to enforce any terms contained herein. However, it is clarified that the Client shall be a third party beneficiary of the Event Deliverables.

20.7. Force Majeure: We shall have no liability to You if We are prevented from or delayed in performing Our obligations, or from carrying on Our business, by acts, events, omissions, or accidents beyond Our reasonable control, including without limitation, strikes, failure of a utility service or telecommunications network, act of God, pandemics, epidemics, war, riot, civil commotion, malicious damage, or compliance with any law or governmental order, rule, regulation, or direction.

20.8. Relationship between Parties: The relationship between Viraaya Weddings and You is that of independent contracting parties. Nothing in these Terms of Use shall be construed as creating any partnership, joint venture, employment, agency, or fiduciary relationship between the parties. Neither party has the authority to incur any obligations or make any representations on behalf of the other.