Effective Date: [15/10/2025]

1. Accounts and Access
   1.1 Account Creation: The Client will create an account and set a secure password and user ID (“Mayavarta User ID”) to access the Mayavarta dashboard, services, analytics, and wallet features solely for its internal business purposes.
   1.2 Accurate Information: The Client agrees to provide accurate, complete, and updated account information at all times.
   1.3 Security Responsibilities: The Client is responsible for all activity under its account, safeguarding credentials, and implementing reasonable access controls for authorized personnel only.
   1.4 Administrative Access: The Client agrees to cooperate with Mayavarta to establish administrative access protocols and acknowledges that only designated Client personnel may access administrative functions. Transferring accounts to third parties requires Mayavarta’s prior written consent.
   1.5 Multi‑Tenant Separation: Mayavarta may provide role‑based access; Client shall not attempt to access others’ data or dashboards.

2. Intellectual Property; Licenses
   2.1 Ownership: Mayavarta (and its licensors) own all rights, title, and interest in and to the Mayavarta platform, software, 3D/AR tools, code, analytics, documentation, and all derivative works (collectively, “Technology”). Except for the limited licenses expressly granted herein, no rights are transferred.
   2.2 Limited License – Platform Access: Subject to full and ongoing compliance with this Agreement and timely payment, Mayavarta grants the Client a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Mayavarta platform and dashboard for Client’s internal business purposes during the subscription/engagement term.
   2.3 Limited License – Embeds and Links: Mayavarta grants the Client a limited license to use Mayavarta-provided links/QR codes/embeds to display Client’s project AR/VR/try-on experiences on Client-owned properties (web, print, in-store screens) strictly in accordance with Mayavarta’s documentation and branding guidelines.
   2.4 Client Content: Client retains ownership of Client-provided assets (e.g., logos, product images, approved 3D models, floor plans, brand guidelines). The Client grants Mayavarta a non-exclusive, worldwide, royalty-free license to use, host, reproduce, display, and adapt Client Content solely to deliver services. The Client warrants that it has all necessary rights and consents to provide Client Content and that such content does not infringe third-party rights.
   2.5 Sample/Portfolio Use: Unless otherwise agreed in writing, the Client grants Mayavarta a limited right to reference the project (with non-sensitive visuals) in portfolios, credentials, and case studies. The Client may opt out by written notice.

3. Hosting, Availability, and Changes
   3.1 Hosting: If hosting is provided, Mayavarta will host the AR/VR/try-on experiences and associated assets. The Client agrees to comply with hosting terms notified from time to time.
   3.2 Service Levels: Mayavarta targets 99% monthly uptime excluding scheduled maintenance, emergency maintenance, force majeure, and third-party outages.
   3.3 Updates and Compatibility: Mayavarta may deploy updates, upgrades, or deprecations to maintain performance, security, and feature parity. Client-facing links may be updated automatically with backward-compatible changes where feasible.
   3.4 Kuula/Snap/Third-Party Platforms: Where Kuula, Snap, or other third-party platforms are used, the Client agrees those platforms’ terms apply in addition to this Agreement. Mayavarta is not responsible for third-party policy changes or downtime.

4. Use Restrictions
   4.1 Prohibited Actions: The Client shall not (and shall not permit any third party to):
   a) copy, modify, adapt, translate, or create derivative works of the Technology;
   b) reverse engineer, decompile, or attempt to derive source code (except to the extent permitted by law);
   c) rent, lease, lend, sell, sublicense, or distribute the Technology or access thereto;
   d) use the Services to build a competing product or service or for benchmarking beyond internal evaluation;
   e) bypass or breach security; probe or scan vulnerability; or overload infrastructure;
   f) remove, obscure, or alter proprietary notices;
   g) use the Services in violation of law, including IP, privacy, consumer protection, or advertising laws;
   h) attempt to access data or dashboards belonging to other clients.
   4.2 Authorized Users: Access is restricted to authorized Client personnel bound by confidentiality and use restrictions at least as protective as these terms.
   4.3 Brand Attribution: Unless otherwise agreed in writing, a discreet “Powered by Mayavarta” attribution may be displayed within experiences and/or dashboard.

5. Deliverables; Image/Model Guidelines
   5.1 Deliverables: The scope includes the service-specific deliverables agreed in the quotation/SOW (e.g., 3D walkthrough, virtual tours, AR try-on).
   5.2 Input Requirements: The Client will provide necessary inputs (plans, renders, SKUs, product specs, image/model guidelines) in the formats communicated by Mayavarta. Delays in inputs extend timelines.
   5.3 Accuracy Disclaimer: AR/VR/try-on visualizations are approximations for marketing/visualization purposes and may differ due to device, lighting, screen, calibration, and environmental conditions. Final product/property specifications prevail.

6. Fees; PPV Wallet; Taxes
   6.1 Signing Fees: Signing/Setup fees are due as per quotation. Unless specified otherwise, these are non-refundable once work begins.
   6.2 Pay-Per-View (PPV) Wallet:
   a) The Client will pre-fund a wallet on the Mayavarta dashboard.
   b) Deductions occur automatically per valid view at tiered rates agreed (e.g., ₹50 first 1,000; ₹25 for 1,001–5,000; ₹10 beyond 5,000, unless otherwise specified for a service).
   c) A “view” is recorded when the AR/VR experience loads sufficiently to register a completed session event (per Mayavarta’s technical definition documented in the dashboard).
   d) If the wallet balance is insufficient, experiences may be paused or served with a balance prompt until recharged.
   e) Monthly usage statements are provided; the Client should review and raise disputes within 7 days.
   6.3 Government Levies: All fees are exclusive of taxes. GST and other applicable taxes/cesses shall be charged additionally. The Client is responsible for withholding taxes if applicable and shall provide proof of remittance.
   6.4 Price Revisions: Mayavarta may revise PPV/signing fees upon 30 days’ written notice; existing live campaigns may continue under then-current terms for the notice period.
   6.5 Late Payments: Overdue amounts may attract interest at [1.5% per month] or the maximum permitted by law, whichever is lower, plus recovery costs.

7. Data, Privacy, and Analytics
   7.1 Analytics: The Client may access dashboards with aggregated, anonymized, or pseudonymized metrics (e.g., views, engagement, dwell time).
   7.2 Personal Data: Mayavarta does not require PII for AR viewing. If the Client integrates lead capture forms/CTAs, the Client is the data controller for collected personal data and agrees to comply with applicable data protection laws.
   7.3 Third-Party Analytics: If integrated (e.g., GA4/Microsoft Clarity), the Client must ensure lawful use (cookie consent, privacy notices).
   7.4 Data Security: Mayavarta uses commercially reasonable security measures. No method is 100% secure; Client acknowledges inherent internet risks.
   7.5 Confidentiality: Each party will keep the other’s confidential information secret and use it only for this Agreement.

8. Timelines; Dependencies; Changes
   8.1 Timelines: Project timelines in quotations are estimates and depend on timely inputs, approvals, and payments by the Client.
   8.2 Changes: Scope changes or additional features (e.g., extra scenes, custom models, advanced analytics) will be estimated and billed separately via change orders.
   8.3 Approvals: Client approvals (creative, models, text) must be provided in writing. Approved items are deemed accepted for further production.

9. Warranties and Disclaimers
   9.1 Mutual Authority: Each party represents it has the authority to enter into this Agreement.
   9.2 Service Warranty: Mayavarta will deliver services in a professional manner consistent with industry practice.
   9.3 Disclaimer: Except as expressly stated, the Technology and Services are provided “AS IS” and “AS AVAILABLE.” Mayavarta disclaims all implied warranties (merchantability, fitness for a particular purpose, non-infringement), and does not guarantee uninterrupted or error-free operation or specific business outcomes.

10. Indemnity
    10.1 Client Indemnity: The Client will defend, indemnify, and hold harmless Mayavarta and its affiliates from claims arising out of (a) Client Content, (b) Client’s breach of law or this Agreement, or (c) Client’s misuse of the Services.
    10.2 Mayavarta Indemnity: Mayavarta will defend the Client against third-party claims alleging that the Technology (as provided) infringes IP rights, and pay final damages awarded, provided the Client promptly notifies Mayavarta and cooperates. Mayavarta may modify, replace, or procure rights to cure alleged infringement. This does not apply to combinations not supplied by Mayavarta, Client modifications, or use contrary to documentation.

11. Limitation of Liability
    11.1 Cap: To the maximum extent permitted by law, Mayavarta’s total liability arising from or related to this Agreement shall not exceed the total fees paid by the Client to Mayavarta in the twelve (12) months preceding the claim.
    11.2 Exclusion: Mayavarta is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, lost profits, lost data, or business interruption, even if advised of the possibility.

12. Suspension and Termination
    12.1 Suspension: Mayavarta may suspend Services for non-payment, suspected fraud/security risk, legal requirement, or misuse.
    12.2 Termination for Cause: Either party may terminate for material breach not cured within ten (10) days of written notice.
    12.3 Effect: Upon termination, all licenses cease, unpaid amounts become due, hosted links may be deactivated, and the Client must stop using the Technology and delete access credentials. Certain sections (IP ownership, fees, confidentiality, limitations, indemnity) survive termination.

13. Brand Policy
    Unless otherwise agreed in writing, a discreet “Powered by Mayavarta” attribution may be included within AR experiences, dashboards, or links and shall not be removed, altered, or obscured without consent.

14. Force Majeure
    Neither party is liable for delays or failure to perform due to events beyond reasonable control (including outages of third-party platforms or networks, acts of God, government actions, pandemics, or labor disputes).

15. Governing Law; Dispute Resolution
    15.1 Law: This Agreement is governed by the laws of India.
    15.2 Venue: Courts at [Bhagalpur/Bihar, India] shall have exclusive jurisdiction.
    15.3 Amicable Resolution/Arbitration: Parties will first attempt good-faith negotiations. Unresolved disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (as amended), seated in Bhagalpur, conducted in English by a sole arbitrator mutually appointed.

16. Notices
    Notices must be sent to the addresses/emails specified in the quotation/SOW or as updated in writing, and are deemed received upon delivery confirmation.

17. Entire Agreement; Order of Precedence; Assignment
    17.1 Entire Agreement: These Terms, together with the Quotation/SOW/Order Form and any addenda, constitute the entire agreement and supersede prior proposals or understandings.
    17.2 Precedence: In case of conflict, the Order Form/Quotation prevails over these Terms to the extent expressly stated.
    17.3 Assignment: The Client may not assign or transfer this Agreement (by operation of law or otherwise) without Mayavarta’s prior written consent. Mayavarta may assign to an affiliate or in connection with a merger or sale of business.

18. Amendments; Waivers; Severability
    18.1 Amendments: Any modification must be in writing and signed (physically or digitally) by both parties, except that Mayavarta may update platform/hosting terms or documentation upon notice.
    18.2 Waiver: Failure to enforce any provision is not a waiver.
    18.3 Severability: If any provision is held unenforceable, the remainder remains in effect.

19. Service-Specific Addenda
    19.1 Real Estate AR Addendum: May include definitions for “view,” campus GPS placement rules, on-site capture constraints, and print QR usage guidelines.
    19.2 Jewelry Virtual Try-On Addendum: May include size/fit visualization limitations, lighting/skin tone variance disclaimers, and SKU activation/deactivation policies.

Acceptance
The Client’s signature on the quotation/order form or payment of the signing fee constitutes acceptance of these Terms & Conditions. Payment via the Mayavarta dashboard or any other approved method also constitutes acceptance.

Pricing & Tax Note
All prices are exclusive of applicable GST and statutory levies, which shall be charged additionally. Prices are subject to revision with prior notice as per Section 6.4.

Contact
Mayavarta Solutions Pvt. Ltd.
Registered Address: Tilkamnajhi, Bhagalpur, Bihar.
Email: [email protected]
Phone: [+91-6376207996]