Terms of Service & Client Agreement

THESE TERMS OF SERVICE ("AGREEMENT") CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU ("CLIENT", "YOU") AND VYUHAVARAHI ("AGENCY", "WE", "US"). BY ACCESSING, USING, HAVING USED, OR CONTINUING TO USE OUR SERVICES IN ANY CAPACITY, YOU UNCONDITIONALLY AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. NO PHYSICAL OR DIGITAL SIGNATURE IS REQUIRED TO EFFECTUATE THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF OUR SERVICES.

1. Scope of Services & Deliverables

Vyuhavarahi provides custom software development, design, and consulting services ("Services"). The exact scope of work will be defined in a mutually agreed upon Statement of Work (SOW) or invoice. Any work outside the explicit scope of the SOW (including revisions beyond the agreed limit, scope creep, or feature additions) will be billed additionally at our standard hourly rate or a separately negotiated flat fee. We reserve the right to refuse any out-of-scope work.

2. Payment Terms & Non-Refundability

2.1 Payment Schedule: All projects require an upfront, non-refundable deposit (typically 50% unless otherwise specified) before work commences. Remaining balances are due strictly according to the milestones defined in the SOW.

2.2 No Refunds: Because of the custom nature of our work, all payments (including deposits and milestone payments) are strictly non-refundable once paid, regardless of project cancellation, changes in Client's business needs, or dissatisfaction.

2.3 Late Payments: Invoices are due upon receipt. Balances unpaid after 7 days will incur a late fee of 5% per month (or the maximum allowed by law). We reserve the right to suspend all work, withhold deliverables, and revoke access to previously delivered assets if your account falls into arrears.

3. Intellectual Property Rights

3.1 Ownership Conditional on Payment: Vyuhavarahi retains full copyright and ownership of all code, designs, assets, and deliverables until the Client has paid the total project balance in full. Upon full payment, intellectual property rights to the final deliverables are transferred to the Client, excluding any pre-existing Agency IP, open-source components, or third-party tools.

3.2 Portfolio Rights: Unless legally bound by a separate Non-Disclosure Agreement (NDA) executed prior to the project start, Vyuhavarahi retains the irrevocable right to use the completed project, along with the Client's logo and name, in our portfolio, case studies, and marketing materials.

4. Client Responsibilities & "Ghosting" Clause

The timely execution of our Services relies heavily on Client cooperation. The Client agrees to provide necessary assets, access, and feedback within three (3) business days of request.

Dormancy/Ghosting: If the Client fails to communicate or provide necessary deliverables for a period of fourteen (14) consecutive days, the project will be considered "dormant." Re-activating a dormant project will incur a reactivation fee of 15% of the total project cost. If the Client remains unresponsive for thirty (30) days, Vyuhavarahi reserves the right to terminate the project immediately without refund, and any unpaid balance for work completed up to that point will become immediately due.

5. Disclaimer of Warranties & ROI

ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VYUHAVARAHI MAKES NO EXPLICIT OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOMES, INCREASED REVENUE, SALES, OR SEARCH ENGINE RANKINGS (SEO) AS A RESULT OF OUR SERVICES.

6. Illustrative Content & Mockup Disclaimer

All images, mockups, user interfaces, dashboards, chat screens, and features displayed on the Vyuhavarahi website and marketing materials are strictly for illustrative and promotional purposes only. They are conceptual representations designed to showcase our capabilities. They do not constitute a binding promise or warranty that any specific feature, layout, or functionality will be included in your project unless explicitly detailed in your signed Statement of Work (SOW).

NO LIABILITY FOR CONCEPTUAL DIFFERENCES: You explicitly agree that Vyuhavarahi cannot and will not be held liable, sued, or found in breach of contract if your final deliverable lacks a feature or visual element depicted in our public marketing mockups. Your project is governed solely by the written SOW, not by our promotional graphics.

7. Limitation of Liability

IN NO EVENT SHALL VYUHAVARAHI, ITS DIRECTORS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OUR SERVICES.

MAXIMUM LIABILITY: UNDER NO CIRCUMSTANCES SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO VYUHAVARAHI UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRIOR TO THE EVENT CAUSING THE CLAIM.

8. Absolute Waiver and Release of Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY EXPRESSLY, UNCONDITIONALLY, AND IRREVOCABLY WAIVE, RELEASE, AND FOREVER DISCHARGE VYUHAVARAHI, ITS FOUNDER SUCHIR REDDY, AND ANY AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, DEMANDS, ACTIONS, OR CAUSES OF ACTION OF ANY KIND WHATSOEVER—WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, IN LAW OR EQUITY—ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICES. YOU EXPLICITLY AGREE THAT UNDER NO CIRCUMSTANCES SHALL VYUHAVARAHI OR SUCHIR REDDY BE HELD LIABLE FOR ANY LEGAL TROUBLES, FINANCIAL LOSSES, OR LAWSUITS WHATSOEVER. YOU ACCEPT SOLE AND ABSOLUTE RESPONSIBILITY AND LIABILITY FOR YOUR OWN BUSINESS OPERATIONS, SOFTWARE USAGE, MARKETING OUTCOMES, AND COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

9. Indemnification

You agree to unconditionally indemnify, defend, and hold harmless Vyuhavarahi and Suchir Reddy against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of (a) your use of the Services, (b) your violation of these Terms, or (c) any intellectual property infringement claim relating to content, logos, or materials you provided to us for use in the project.

10. Termination

Vyuhavarahi reserves the right to terminate our engagement at any time, for any reason (including but not limited to abusive behavior from the Client or breach of these Terms), with written notice. In the event of termination, the Client remains liable for all work performed up to the date of termination, and no previous payments will be refunded.

11. Governing Law & Dispute Resolution

This Agreement shall be governed exclusively by the laws of the jurisdiction in which Vyuhavarahi operates, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be subject to exclusive jurisdiction and venue in those courts. Class Action Waiver: Both parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

12. Independent Contractor Status

Vyuhavarahi provides services strictly as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between you and Vyuhavarahi or Suchir Reddy. You have no authority to bind us to any third-party agreements.

13. Non-Disparagement & Liquidated Damages

During and after the term of our engagement, you unconditionally agree not to make any false, disparaging, or defamatory public statements, either verbally or in writing (including on social media, review sites, forums, or directly to other clients), regarding Vyuhavarahi, Suchir Reddy, our employees, or our services.

YOU ACKNOWLEDGE THAT ANY HARM TO OUR REPUTATION CAUSES INCALCULABLE FINANCIAL DAMAGE. IF YOU BREACH THIS NON-DISPARAGEMENT CLAUSE, YOU EXPLICITLY AGREE TO BE HELD LIABLE FOR LIQUIDATED DAMAGES IN THE AMOUNT OF NO LESS THAN $500,000.00 USD PER OFFENSE, PLUS ANY ADDITIONAL PROVABLE PUNITIVE DAMAGES, WITH NO UPPER LIMIT OR CAP. WE RESERVE THE RIGHT TO PURSUE MAXIMUM FINANCIAL DAMAGES AND INJUNCTIVE RELIEF SHOULD YOU ATTEMPT TO HARM OUR REPUTATION.

14. Severability

If any provision of this Agreement (including the Absolute Release of Liability) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

15. Entire Agreement

These Terms, along with any active Statement of Work (SOW), constitute the entire and exclusive understanding and agreement between the Client and Vyuhavarahi. This Agreement supersedes and replaces any and all prior oral or written understandings, proposals, emails, messages, or promises.

16. Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOTH PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

17. Statute of Limitations

YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY AND IRREVOCABLY BARRED.

18. Criminal Liability & Law Enforcement Cooperation

18.1 Anti-Money Laundering (AML) & Clean Funds: You legally warrant, under penalty of perjury, that all funds used to pay for Vyuhavarahi's services are derived from legitimate, legal sources. If we suspect illicit funds are being used, we reserve the right to freeze the project and report the transaction to financial crime authorities.

18.2 Zero-Tolerance for Illegal Activity: Our software and services may not be used to facilitate any illegal acts, including but not limited to fraud, human trafficking, illegal gambling, or distribution of illicit material. If such activity is detected, we will immediately terminate this Agreement, retain all funds, and proactively hand over all client data, identities, and communications to federal and local law enforcement without requiring a subpoena.

18.3 Extortion, Blackmail & Cyberstalking: We maintain a zero-tolerance policy against threats. Any attempt to extort free labor, blackmail, or physically/digitally threaten Vyuhavarahi, Suchir Reddy, or our employees will be classified as criminal extortion and cyberstalking. We will immediately forward all such communications to the police and cybercrime units for criminal prosecution.

18.4 Unauthorized Access & Hacking (CFAA): Any attempt by the Client or their associates to unlawfully access, hack, pentest without written permission, or launch denial-of-service attacks against Vyuhavarahi's internal servers, code repositories, or infrastructure will be treated as a criminal violation under applicable cybercrime laws (such as the Computer Fraud and Abuse Act). We will pursue maximum felony charges.

18.5 Sworn Authenticity of Assets: You legally warrant that you hold the absolute copyright and legal right to use any assets, data, or code you provide to us. If you provide stolen or illicitly obtained materials, you acknowledge that you are committing fraud against us. We will cooperate fully with the rightful owners and authorities to ensure you bear sole criminal responsibility.

19. Force Majeure

Vyuhavarahi shall not be liable or responsible for any failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from acts beyond our reasonable control, including, without limitation: acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes, internet outages, cloud infrastructure failures, or power outages.

20. Assignment & Subcontracting

You may not assign, transfer, or delegate any of your rights or obligations under this Agreement without our prior written consent. Vyuhavarahi reserves the absolute right to assign this Agreement or to subcontract any portion of the Services to third-party developers, agencies, or freelancers at our sole discretion, without requiring notice to or consent from the Client.

21. Contact Information

For legal inquiries regarding these Terms of Service, contact:

Email: support@vyuhavarahi.in