Terms and Conditions

1. DEFINITIONS

In these Terms, the following definitions shall apply:

• "Company" / "Saminus AI" means Saminus Private Limited, a company incorporated under the Companies Act, 2013, with its registered office in Hisar, Haryana, India.
• "Platform" means the web-based SaaS application, APIs, AI Chatbot modules, QR Code generators, Agency Prospector tools, NFC Card services, and all associated digital infrastructure operated by the Company.
• "User" / "Client" / "Agency" means any registered business entity, sole proprietor, agency owner, reseller partner, or authorized representative who has subscribed to the Platform for commercial purposes.
• "End-Customer" means any individual or entity that interacts with services or widgets deployed by the User on their own platforms or business properties using our tools.
• "Services" includes automation tools, QR code generation, AI Chatbot deployment, Agency Prospecting, digital marketing tools, and physical NFC Smart Cards.
• "Content" means any data, text, images, reviews, links, or messages created, uploaded, or distributed using the Platform by Users or their End-Customers.

2. INTERMEDIARY STATUS — SECTION 79, IT ACT, 2000

Saminus Private Limited expressly declares that it is an "Intermediary" as defined under Section 2(1)(w) of the Information Technology Act, 2000, and is accordingly entitled to the safe-harbour protections provided under Section 79 of that Act. The Company:

• Does not initiate, select, or modify any third-party content published, scraped, or transmitted through the Platform.
• Does not exercise editorial control over the content, reviews, star ratings, messages, or data generated by Users or their End-Customers through our AI Chatbot, QR codes, or review widgets.
• Assumes zero legal liability for any defamatory, misleading, illegal, or infringing content published by Users using the Platform's tools.
• Will act upon and remove unlawful content upon receiving a valid court order or government directive in accordance with applicable law.

The User acknowledges that they alone bear full legal responsibility for all Content created, distributed, or published using the Platform and shall indemnify the Company in full against any claims arising therefrom.

3. STRICT B2B NATURE & ABSOLUTE NO ROI GUARANTEE

Saminus Private Limited operates exclusively on a Business-to-Business (B2B) SaaS model. The Platform is designed for commercial entities and registered businesses. The following are expressly and unconditionally disclaimed:

• The Company makes no guarantee, representation, or warranty of any specific financial return on investment (ROI), revenue enhancement, or profit generation from use of any tool on the Platform.
• The Company does not guarantee any specific increase in website traffic, Google Search rankings (SEO), lead volume, Google Maps review counts, customer conversion rates, or business visibility.
• The efficiency and outcomes of the Platform's tools depend entirely on the User's independent business execution, market conditions, quality of services rendered, and end-customer satisfaction — factors over which the Company has no control.
• Any marketing material, case studies, or projected outcomes presented by the Company are illustrative and indicative in nature only and shall not be construed as contractual guarantees.

Any claim for refund based on non-achievement of business outcomes shall be summarily rejected and addressed under the Company's Refund Policy.

4. ACCOUNT ELIGIBILITY & REGISTRATION OBLIGATIONS

By creating an account, you represent and warrant that:

• You are a legally constituted business entity, sole proprietor, or an individual who is at least 18 years of age and legally competent to enter into a binding contract under the Indian Contract Act, 1872.
• All information provided during registration is truthful, accurate, complete, and current.
• You will promptly notify the Company of any unauthorized access to or use of your account credentials.
• You are solely responsible for all activities occurring under your account, including those of your Agency's sub-users and clients.
• You will not impersonate any other person or entity, or misrepresent your affiliation with any organization.

The Company reserves the right to reject, suspend, or permanently terminate any account at its sole discretion if any registration information is found to be false, misleading, or in violation of these Terms.

5. INTELLECTUAL PROPERTY & ATTRIBUTION PROTECTION

All technology, source code, architecture, design language, AI training models, branding assets, UI/UX configurations, databases, and business methodologies constituting the Platform are the exclusive intellectual property of Saminus Private Limited and are protected under:

• The Copyright Act, 1957 (for software and creative works)
• The Trade Marks Act, 1999 (for brand identity)
• The Information Technology Act, 2000 (for digital property)

Users are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for their own business operations during the active subscription period. The following are strictly prohibited:

• Sub-licensing, reselling, or distributing the Platform's core technology without a valid White-Label Partnership Agreement.
• Copying, forking, or creating derivative works from any portion of the Platform's frontend, backend, or API layer.
• Using automated bots or scripts to extract proprietary data, algorithms, or workflows from the Platform.
• Removing, obscuring, hiding, or altering the "Powered by Saminus AI" mandatory attribution footer using CSS overrides, JavaScript injections, iFrame masking, or any other technical method. This is a fundamental term of the White-Label license and its violation constitutes a material breach.

6. PROHIBITED CONDUCT & CRIMINAL ACTION NOTICE

The following acts shall be treated as Cyber Crimes and illegal activities, attracting prosecution and civil damages under the statutes listed:

Prohibited Act	Applicable Law & Provision
Reverse-engineering, decompiling, or disassembling the Platform's backend APIs, AI Chatbot logic, or scraping engine.	Section 43(a) & 66 of the IT Act, 2000; BNS Section 316 (Criminal Breach of Trust)
Tampering with payment gateway flows, injecting fraudulent credit transactions, generating fake invoices, or manipulating wallet balances.	Section 66C, 66D of the IT Act, 2000 (Identity Theft & Cheating by Personation); BNS Section 318 (Cheating)
Removing, hiding, or altering the "Powered by Saminus" brand attribution through CSS/JS/iFrame manipulation.	Copyright Act, 1957 (Sec. 51); IT Act, 2000 Section 43; breach of licence agreement attracting civil suits for damages.
Using the Agency Prospector tool or any scraping engine for harassment, spam, illegal bulk marketing, or unsolicited commercial communications.	Section 66A (residual), IT Act; BNS Section 351 (Criminal Intimidation); Telecom Commercial Communications Customer Preference Regulations (TCCCPR), 2018
Bypassing rate-limits, DDoS attacks, or unauthorized penetration testing of the Platform's infrastructure.	Section 43(e), 66 of the IT Act, 2000; BNS Section 111 (Organized Crime)
Creating fake reviews, manipulating Google ratings, or using the Review QR tool to generate fraudulent business ratings.	BNS Section 318 (Cheating); Consumer Protection Act, 2019 (Section 89 — misleading advertisements)

Upon detection of any of the above, the Company shall: (i) immediately and permanently terminate the Account without notice or refund; (ii) preserve and hand over all server logs, transaction data, and digital forensic evidence to law enforcement authorities; and (iii) initiate a civil suit for recovery of damages, including legal costs and consequential losses.

7. AGENCY & WHITE-LABEL RESELLER OBLIGATIONS

Users operating under the Agency or White-Label framework acknowledge the following additional binding obligations:

• The Agency Owner assumes full legal responsibility for the acts, omissions, and Content of all sub-accounts, clients, and end-users managed under their White-Label instance.
• The Agency Owner must maintain their own Terms of Service and Privacy Policy for their end-clients that are at least as protective as this document.
• The Company bears no liability for the agency's own business promises, SLAs, or commitments made to their clients beyond what the Platform technically supports.
• Any misuse of the White-Label dashboard to impersonate another legitimate brand, generate fraudulent content, or violate third-party trademarks is the sole criminal and civil liability of the Agency Owner.
• Unauthorized resale of Saminus platform access beyond subscribed limits (e.g., sharing login credentials commercially) constitutes a material breach and shall invite immediate termination and criminal reporting.

8. DATA STORAGE, DELETION & RETENTION POLICY

Saminus Private Limited operates under strict data lifecycle management protocols. The User acknowledges and agrees to the following policy regarding data storage, backups, and deletion:

8.1. Account Deletion & The "Right to be Forgotten"

When you permanently delete your account, or if your account is terminated due to a violation of our terms, Saminus Private Limited will execute an automated cascading deletion of your operational data. Your dynamic QR codes, mini-website configurations, smart chat widget settings, custom branding (white-label settings), chatbot training data, and short URLs will be permanently and irreversibly erased from our active servers. This process is completely irreversible.

8.2. Mandatory Data Retention (Legal & Financial Compliance)

To comply with the Information Technology Act, 2000, taxation laws, and to prevent fraud, financial manipulation, or cyber abuse, Saminus Private Limited explicitly reserves the right to retain specific categories of data even after an account is deleted:

• Financial Records: All payment histories, wallet ledger transactions, and invoice records will be retained indefinitely for accounting and tax audit purposes.
• Business Interactions: End-user interactions, including landing page enquiries, restaurant orders, and submitted review feedback, are retained to preserve the historical integrity of the platform’s analytics. This data is permanently "orphaned" (detached) from your direct personal profile identifier to maintain privacy while ensuring compliance.
• Abuse & Compliance Logs: Any reports of abuse, terms of service violations, or compliance logs associated with your account will be retained to protect our infrastructure and comply with law enforcement requests.

8.3. System Logs & Automated Pruning (CERT-In Compliance)

Our infrastructure employs automated data lifecycle management to ensure platform speed and security:

• Short-Term Logs: Operational analytics, including QR scan IPs, landing page visits, and rate-limit logs, are aggregated for your dashboard and permanently purged from raw logs within 30 days.
• Security & Audit Logs: In strict compliance with the Indian Computer Emergency Response Team (CERT-In) guidelines, all system audit logs, administrative actions, and critical security events are mandatorily retained for a period of 180 days. After this period, these logs are moved to encrypted offline cold storage and securely removed from active databases.

8.4. Law Enforcement & Dispute Resolution

Notwithstanding the automated deletion schedules mentioned above, Saminus Private Limited will suspend the deletion of any data—including operational data and logs—if it is required for an ongoing legal dispute, fraud investigation, or under a valid subpoena from relevant law enforcement authorities.

8.5. User Backup Responsibility

While the Company employs enterprise-grade security infrastructure, the User is solely responsible for maintaining their own independent, verifiable backups of all critical data, QR configurations, lead databases, chatbot knowledge bases, and client information stored on the Platform. The Company shall not be liable for any data loss arising from automated pruning, system cleanups, or account terminations executed under these terms.

9. SERVICE AVAILABILITY & UPTIME SLA

Saminus AI provides a target Service Level Agreement (SLA) of 98% annual uptime for the Platform's core dashboard and API infrastructure. The User acknowledges that:

• The Company does not guarantee 100% availability. The remaining 2% (approximately 175 hours per year) is reserved for mandatory security patches, hardware migrations, database optimizations, and emergency maintenance.
• The Platform integrates with several third-party services including but not limited to Google APIs, WhatsApp Business API, Razorpay, PhonePe, and various AI language model providers. The Company expressly disclaims all liability for:
• Service disruptions, feature changes, pricing revisions, API deprecations, or policy updates unilaterally imposed by third-party providers.
• Reduction in Google Maps review display count caused by Google's proprietary review filtering algorithms — an external process entirely beyond the Company's control.
• WhatsApp Business API policy changes, OTP delivery failures, or Jio/Airtel network issues affecting chatbot or notification delivery.
• Downtime resulting from Force Majeure events including natural disasters, cyberwarfare, government-ordered internet shutdowns, ISP failures, cloud provider outages, or pandemics.

None of the above circumstances shall constitute grounds for a service credit, refund, or legal claim against the Company.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable Indian law:

• The Company's total aggregate liability for any claim arising under or in connection with these Terms shall not exceed the amount paid by the User for the immediately preceding one (1) month of service.
• Under no circumstances shall the Company be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if advised of the possibility of such damages.
• The Company shall not be liable for any claims arising from the User's reliance on Platform outputs (generated content, scraped data, AI chatbot responses) for making any business, legal, financial, or medical decisions.

11. INDEMNIFICATION

You agree to fully and unconditionally defend, indemnify, and hold harmless Saminus Private Limited, its directors, officers, employees, legal counsel, and technology partners from and against any and all claims, actions, demands, liabilities, judgments, losses, damages, penalties, fines, and legal expenses (including attorney fees) arising out of or relating to:

• Your violation of any provision of these Terms.
• Content created, uploaded, published, or distributed by you or your End-Customers using the Platform.
• Your violation of any applicable law, including privacy laws, consumer protection laws, or anti-spam regulations.
• Any claim by a third party resulting from your use of the Agency Prospector tool, Review QR Widget, or AI Chatbot.
• Unauthorized or fraudulent use of the Platform originating from your Account.

12. TERMINATION

The Company reserves the right to suspend or permanently terminate your access to the Platform, without prior notice and without any liability or obligation of refund, in the event of:

• Any violation of these Terms of Service.
• Non-payment of subscription dues beyond a 7-day grace period.
• Any conduct that the Company reasonably believes to be fraudulent, abusive, or harmful to the Platform, other users, or third parties.
• Receipt of a valid government directive or court order.

Upon termination, your licence to use the Platform immediately ceases. Data may be retained for up to 60 days post-termination for compliance and audit purposes before permanent deletion.

13. GRIEVANCE REDRESSAL (IT ACT, 2000 — RULE 3(2))

In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, a Grievance Officer has been appointed:

Any complaint relating to content, data, privacy, or service disputes must be submitted to the Grievance Officer in writing before initiating any legal proceedings. Failure to exhaust this internal remedy first shall be raised as a preliminary objection in any court proceedings.

14. MODIFICATIONS TO TERMS

The Company reserves the right to update, modify, or replace these Terms at any time at its sole discretion. The "Last Updated" date at the top of this document will reflect the effective date of revisions. Users will be notified of material changes via registered email or a prominent in-platform notice. Continued use of the Platform after such notification constitutes irrevocable acceptance of the revised Terms.

15. GOVERNING LAW & EXCLUSIVE JURISDICTION

These Terms of Service shall be governed by and construed exclusively in accordance with the laws of the Republic of India, including but not limited to the Information Technology Act, 2000; the Indian Contract Act, 1872; the Consumer Protection Act, 2019 (to the extent applicable to B2B transactions); the Bharatiya Nyaya Sanhita, 2023; and the DPDP Act, 2023.

Any dispute, claim, controversy, or legal proceeding of any nature whatsoever arising out of or relating to these Terms, the Platform, or the Services provided by Saminus Private Limited shall be subject exclusively to the jurisdiction of the competent civil and criminal courts situated in Hisar, Haryana, India. Both parties hereby irrevocably waive any objection to the laying of venue of any such proceeding in Hisar, Haryana, and any claim that such proceeding has been brought in an inconvenient forum.

Nothing in this clause shall prevent the Company from seeking urgent injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property or prevent irreparable harm.

16. DATA PROCESSOR AGREEMENT (DPA) & COMPLIANCE

Saminus Private Limited operates strictly as a Data Processor as defined under the Digital Personal Data Protection Act (DPDP Act), 2023. The User (Agency/Client) is the Data Fiduciary. The following binding conditions apply:

• The User acknowledges that they are exclusively responsible for obtaining valid, informed, and explicit consent from their End-Customers before capturing, storing, or processing any personal data through the Platform's AI Chatbot, lead forms, or QR tools.
• The Company merely provides the infrastructure for data processing and does not own or control the personal data processed by the User.
• The User agrees to use all captured lead data in strict accordance with applicable privacy laws and shall indemnify the Company in full against any legal claims, penalties, or damages arising from a breach of data protection obligations or lack of end-user consent.
• By using the "Save" or "Export" features on the Platform, the User confirms that they have the necessary legal basis and consent to store and use such data.

17. REVIEW ROUTING & THIRD-PARTY COMPLIANCE

18. ZERO TOLERANCE CONTENT POLICY (INFRASTRUCTURE SAFETY)

To ensure the safety and reputation of our shared infrastructure (including QR routing domains and White-label nodes), the following policy is strictly enforced:

• Prohibited Content: Users are strictly prohibited from using the Saminus AI platform to host, link to, or distribute content related to phishing, financial scams, pirated software, malware, illegal narcotics, adult content (pornography), or any material that violates the Bharatiya Nyaya Sanhita, 2023.
• Right to Suspend: If our automated security systems or manual audits detect suspicious activity, Saminus reserves the absolute right to immediately suspend the specific QR code, landing page, or the entire User account without prior notice or liability for business loss.
• Law Enforcement Cooperation: In cases of legal disputes, cyber-crime investigations, or valid government inquiries, Saminus will cooperate fully with authorities. We reserve the right to share User details, including IP logs, registration info, and transaction history, without the user's prior consent.
• Reseller Liability: Saminus Private Limited shall not be held responsible for the end-user content deployed by its Resellers or White-Label partners. Resellers are required to independently monitor their clients' content for policy compliance.

19. ADDENDUM: WhatsApp Business API & Meta Tech Partner Compliance

The following terms govern the usage of the WhatsApp Business API integrations provided by Saminus Private Limited as a Meta Tech Partner:

• Service Scope: Saminus AI provides technical access to Meta's WhatsApp Business API infrastructure to enable automated customer service, interactive chatbots, and transactional alerts. Access is subject to approval of your business profile by Meta.
• Compliance with Meta Business Policies: You agree to strictly abide by Meta's WhatsApp Business Policy, WhatsApp Commerce Policy, and Meta Developer Policies. You are solely responsible for ensuring that all messaging content, promotional campaigns, and templates comply with these policies. Any violation may result in the immediate suspension or termination of your WABA account by Meta or Saminus AI.
• Consent & Opt-Out Requirements: You must secure valid, explicit consent from your customers prior to sending any messages via the WhatsApp Business API. You must also provide an easy, automated opt-out mechanism (e.g., replying "STOP" or clicking an opt-out button) in every promotional sequence, and strictly honor all opt-out requests immediately.
• API Limits & Pricing: WhatsApp messaging pricing is dynamic and calculated based on conversation-based charges set by Meta, plus any platform fees. Saminus AI reserves the right to adjust transactional/subscription pricing to reflect changes in Meta's official rate cards.

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By accessing or using the Saminus AI Platform, you confirm that you have read, understood, and unconditionally agreed to be bound by these Terms and Conditions in their entirety. These Terms were last reviewed and certified by the Legal Department of Saminus Private Limited on June 03, 2026.