Terms of Business

1. Acceptance of Terms & Legal Capacity

This Terms of Business & User Agreement (“ToB” or “Agreement”) constitutes a legally binding electronic contract under Section 10A of the Information Technology Act, 2000 and Section 10 of the Indian Contract Act, 1872, entered into between Nexavora Design Labs and any individual, enterprise client, corporate entity, or event organizer (“User”, “Client”, “You”, or “Your”) accessing, registering with, or utilizing the CARDQR platform, Progressive Web Application (PWA), administrative portal (/admin), or associated services (“Services”).

By clicking “I Agree”, downloading, registering, or accessing the CARDQR application, You confirm that You possess full legal capacity to enter into a binding contract under Section 11 of the Indian Contract Act, 1872 (or the applicable law in Your jurisdiction) and that You agree to be strictly bound by these terms. If You are agreeing to this ToB on behalf of a corporate entity, company, or organization, You represent and warrant that You possess express corporate authorization to bind such entity.

2. Scope of Services & Platform Architecture

CARDQR is a digital identity, virtual networking, corporate lead capture, and multi-tiered event management ecosystem operated by Nexavora Design Labs. The Services comprise:

• Virtual QR Business Cards & PWA: Browser-native, offline-capable digital cards formatted in compliance with RFC 2426 (vCard 3.0) standards, enabling instant optical scanning, social media aggregation, and localized CSV lead exports.
• Hybrid Optical Character Recognition (OCR): Localized and cloud-assisted AI parsing of physical business cards and attendee badges.
• Enterprise Administrative Portal (/admin): Centralized corporate onboarding/offboarding, Single Sign-On (SSO) integration, departmental intent management, and corporate brand-locking tools.
• Multi-Tiered Event Passes & Offline Manifests: Issue and validation of digital passes (Attendee, VIP, Speaker) with local storage pass validation (IndexedDB) during network outages.
• AI Matchmaking Network: Vector-based matchmaking powered by high-dimensional intent embeddings (pgvector) operating under a database-enforced double-anonymous buyer privacy protocol.

3. User Tiers, Account Registration & SSO

3.1. Account Tiers: CARDQR provides multi-tiered service offerings, including Individual Tiers (Base, Pro, Ultra Pro), Corporate/Enterprise Tiers, and Event-Based Tiers. Details regarding feature access per tier are maintained dynamically on the Platform interface.

3.2. Account Security: Users registering via Single Sign-On (SSO), email, or mobile OTP are responsible for maintaining the confidentiality of their login credentials. Any activity originating from Your account or corporate administrative portal (/admin) shall be deemed Your authorized action.

3.3. Verification & Intermediary Compliance: Pursuant to Rule 3(1)(a) and Rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, Users agree to provide true, accurate, and current information. Impersonation of any natural or legal person is strictly prohibited under Section 66C of the Information Technology Act, 2000.

4. Dynamic Commercial Terms, Fees & Payment Mechanics

4.1. Decoupled Pricing Architecture: Specific numerical price plans, subscription rates, seat licensing costs, transactional ticketing fees, and volume discount brackets are purposely excluded from this ToB to accommodate dynamic feature enhancements and market adjustments. All applicable fees for individual subscriptions, enterprise licenses, and event hosting are detailed explicitly on the platform’s Pricing Schedule, In-App Billing Screen, or Enterprise Order Form (“Commercial Schedule”) active at the time of purchase.

4.2. Incorporation by Reference: Pursuant to Section 29 of the Indian Contract Act, 1872 (where terms are valid if capable of being made certain), the rates, payment frequencies, and fee structures specified in the applicable Commercial Schedule are hereby incorporated into this Agreement by reference.

4.3. Subscription Plans & Renewal: Individual & Enterprise subscription fees are billed on a recurring basis (e.g., annually or monthly) as selected during subscription activation. Subscriptions automatically renew at the end of each billing cycle according to the then-current Commercial Schedule, unless cancelled prior to the renewal date. Event operations and ticketing services are billed based on fixed base hosting fees and/or percentage-based transactional fees per ticket issued, as reflected in the Event Commercial Schedule or event order confirmation.

4.4. Fee Revisions & Notice: Nexavora Design Labs reserves the absolute right to revise, modify, or update its price plans, tier structures, and service fees at its sole discretion. Any revision to subscription fees will take effect at the start of the next billing cycle following reasonable prior written notice (via email, in-app notification, or updated website publication). Continued usage of the Services after the fee adjustment takes effect constitutes Your binding acceptance of the revised pricing.

4.5. Taxes: All fees quoted on the Commercial Schedule are exclusive of applicable statutory taxes, including Goods and Services Tax (GST), withholding taxes, or regional sales taxes, unless expressly stated otherwise. Users are solely responsible for paying all statutory taxes associated with their purchase.

4.6. Non-Refundability & Payment Default: Except as mandated by applicable statutory consumer protection laws or explicitly stated in an Enterprise Order Form, all payments made to Nexavora Design Labs are non-refundable. Non-payment or payment default shall result in immediate suspension or downgrade of Your account tiers and associated features.

5. Intellectual Property Rights & Brand Locking

5.1. Nexavora Proprietary Rights: The CARDQR platform, Progressive Web Application source code, database architecture, pgvector indexing mechanisms, AI Matchmaking algorithms, optical scanning pipelines, edge worker scripts, user interfaces, and the “CARDQR” trademark are the sole and exclusive intellectual property of Nexavora Design Labs. Nothing in this ToB transfers any ownership right, title, or interest to the User.

5.2. Client Content & Brand Assets: Enterprise Clients retain full ownership of their uploaded trademarks, corporate logos, hex brand colors, and official assets (“Client Assets”). By uploading Client Assets to the /admin portal, Client grants Nexavora a non-exclusive, world-wide, royalty-free license to host, render, and display such assets solely for generating digital cards and enforcing corporate brand locking.

5.3. Restrictions: Users shall not reverse engineer, decompile, benchmark, frame, scrape, or extract source code, vector embeddings, or underlying algorithms from the CARDQR platform.

6. Data Protection, Privacy & DPDP Act 2023 Compliance

6.1. Data Fiduciary Obligations: Nexavora Design Labs acts as a Data Fiduciary (or Data Processor on behalf of Enterprise Clients) in respect of personal data processed through CARDQR, in strict compliance with the Digital Personal Data Protection (DPDP) Act, 2023 and the DPDP Rules, 2025.

6.2. Notice & Itemized Consent: In accordance with Rule 3 of the DPDP Rules, 2025, Users are presented with a clear, itemized notice explaining the specific purposes of personal data collection (e.g., card generation, lead extraction, event pass verification, AI matchmaking). Participation in B2B AI Matchmaking requires explicit, affirmative opt-in consent.

6.3. Cryptographic Safeguards: Pursuant to Section 8 of the DPDP Act, 2023 and Section 43A of the IT Act, 2000, all sensitive personal data vectors, contact details, mobile numbers, and personal identifiers are encrypted at rest using hardware-level security standards within our managed database vault.

6.4. Data Principal Rights & Consent Withdrawal: Users retain full rights as Data Principals under the DPDP Act, 2023 to access, correct, erase, or withdraw consent for data processing at any time through the CARDQR privacy dashboard. Withdrawal of consent does not affect the lawfulness of processing undertaken prior to such withdrawal.

7. AI Matchmaking & Double-Anonymous Privacy Protocol

7.1. Intent Embeddings: Users who activate AI Matchmaking consent to the analysis of their submitted “Buying” and “Selling” intent profiles through vector embeddings (pgvector).

7.2. Double-Anonymous Buyer Protocol: To prevent unauthorized lead harvesting and spam, the AI Matchmaking network operates under a strict, database-enforced double-anonymous privacy protocol. Matched insights displayed to potential sellers are anonymized and synthesized. Communication is restricted to encrypted, anonymous message threads (lead_threads).

7.3. Granular Disclosure: Full contact details and personal identity are never disclosed automatically; disclosure requires explicit, affirmative, and granular consent from the buyer via the CARDQR lead_disclosures workflow.

8. Prohibited Conduct & Intermediary Due Diligence

Pursuant to Rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, Users are explicitly instructed not to host, display, upload, modify, publish, transmit, store, update, or share any information that:

• Belongs to another person and to which the user has no legal right;
• Is defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, or sexually explicit;
• Is harmful to children;
• Infringes any patent, trademark, copyright, or proprietary right;
• Violates any law for the time being in force, including the Bharatiya Nyaya Sanhita (BNS), 2023;
• Deceives or misleads the addressee about the origin of the message or knowingly communicates false or misleading information;
• Impersonates another person or deploys artificially morphed images/deepfakes without authorization;
• Contains software viruses, Trojan horses, or malicious computer code designed to interrupt or limit system functionality;
• Threatens the unity, integrity, defense, security, or sovereignty of India, public order, or incites cognizable offenses.

8.1. Non-Compliance Enforcement

In case of non-compliance, Nexavora reserves the statutory right under Rule 3(1)(c) of the IT Rules, 2021 to immediately terminate User access, remove non-compliant content, and preserve audit records for 180 days for law enforcement authorities.

9. Warranty Disclaimers & Edge System Availability

9.1. “As-Is” Provision: The CARDQR Services, progressive web applications, optical scanning features, and AI matchmaking engines are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, express or implied.

9.2. Offline Sync & Edge Networks: While CARDQR incorporates offline PWA capabilities (IndexedDB), Nexavora does not guarantee uninterrupted edge network connectivity, error-free camera OCR extractions, or instantaneous server synchronization during severe venue network failures.

10. Limitation of Liability

To the maximum extent permitted under applicable law, in no event shall Nexavora Design Labs, its directors, officers, employees, partners, or agents be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, pipeline revenue, lead data, business interruption, or loss of goodwill arising out of or in connection with the Services.

Nexavora’s total aggregate financial liability under this Agreement for any and all claims shall be strictly capped at the total fee amount actually paid by You to Nexavora for the CARDQR Services during the twelve (12) months immediately preceding the event giving rise to liability. For Users on free or non-paying tiers, Nexavora’s total liability shall not exceed ₹1,000 (Rupees One Thousand Only).

11. Indemnification

You agree to defend, indemnify, and hold harmless Nexavora Design Labs, its affiliates, licensing partners, directors, and employees from and against any third-party claims, liabilities, losses, damages, demands, penalties, fines, or legal expenses (including reasonable legal fees) under Section 124 of the Indian Contract Act, 1872 arising out of:

• Your breach of any provision of this ToB;
• Your violation of the IT Rules, 2021 or the DPDP Act, 2023;
• Your unauthorized upload of third-party personal data, trademarks, or copyrighted content;
• Unlawful conduct or spamming undertaken via the AI Matchmaking network.

12. Term, Suspension & Account Termination

12.1. Term: This Agreement remains in effect until terminated by either You or Nexavora.

12.2. Termination for Cause / Inactivity: Nexavora may suspend or terminate Your access immediately without prior notice if You commit a material breach of this ToB, violate statutory due diligence standards, or engage in fraudulent activities.

12.3. Data Retention Upon Cancellation: Pursuant to Rule 3(1)(g) and Rule 3(1)(h) of the IT Intermediary Rules, 2021, upon account deletion, cancellation, or registration withdrawal, Nexavora shall securely retain registration details and associated audit records for a mandatory period of 180 days for legal and regulatory compliance prior to permanent erasure.

13. Mandatory Grievance Redressal Mechanism

In accordance with Rule 3(2) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, Nexavora Design Labs has published a dedicated Grievance Redressal Mechanism. If You have any complaint, grievance, or privacy concern regarding content, data security, or service performance, You may contact our designated Resident Grievance Officer:

• Name: Legal & Compliance Desk, Nexavora Design Labs
• Email: contact@nexavoradesignlabs.com
• Address: Nexavora Design Labs, Ahmedabad, Gujarat, India.
• Acknowledgement: Grievances will be acknowledged within twenty-four (24) hours.
• Resolution: Complaints will be investigated and resolved within seven (7) days (or maximum 15 days as per statutory limits).
• Nudity / Impersonation Content: Complaints regarding non-consensual intimate imagery, nudity, or synthetic impersonation will be acted upon and removed within two (2) hours of receipt under Rule 3(2)(b).

14. Governing Law, Jurisdiction & Dispute Resolution

14.1. Governing Law: This Agreement shall be governed by, construed, and enforced strictly in accordance with the laws of the Republic of India, without regard to conflict of law principles.

14.2. Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration tribunal shall consist of a sole arbitrator appointed mutually by Nexavora and the User. The seat and venue of arbitration shall be Ahmedabad, Gujarat, India. The language of arbitration shall be English.

14.3. Judicial Jurisdiction: Subject to the arbitration clause above, the competent courts located at Ahmedabad, Gujarat, India shall have exclusive jurisdiction over all legal proceedings arising under this ToB.

15. Miscellaneous & Severability

15.1. Severability: If any provision of this ToB is held to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect.

15.2. Entire Agreement: This ToB, together with the Privacy Policy and the applicable dynamic Commercial Schedule, constitutes the entire agreement between You and Nexavora Design Labs regarding CARDQR.

16. Professional Legal Disclaimer

This legal document has been generated for Nexavora Design Labs for operational execution and contract governance. While engineered in strict alignment with current Indian statutory laws (including the Indian Contract Act 1872, IT Act 2000, IT Rules 2021, and DPDP Act 2023), it is recommended that local legal counsel conduct periodic reviews to ensure compliance with emerging regional regulations and judicial precedents.