TERMS OF SERVICE

Last Updated: April 2026

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Qrynto Innovations Private Limited (“Company”, “we”, “us”, or “our”), the operator of Qrynto (the “Platform”), a cloud-based software-as-a-service product authentication and anti-counterfeiting platform accessible at https://qrynto.com and through related applications and APIs.

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms “you” or “your” shall refer to such entity.

1. DEFINITIONS

“Brand Client” means a business entity that subscribes to the Platform to generate, manage, and monitor QR code-based product authentication.

“Consumer” means any individual who scans a QR code on a product to verify its authenticity through the Platform.

“Supply Chain Partner” means any distributor, logistics provider, retailer, or other entity authorised by a Brand Client to access certain Platform features for supply chain tracking and product verification.

“QR Codes” means the unique, pre-printed quick response codes generated, activated, and managed through the Platform for the purpose of product authentication.

“Verification Data” means all data generated through QR code scans, including but not limited to timestamps, geolocation data, device information, and scan frequency.

“Platform Services” means collectively the QR code generation system, product authentication engine, cloud dashboard, consumer verification interface, analytics, verification logs, and API integrations provided through the Platform.

2. PLATFORM DESCRIPTION AND SCOPE

2.1 Nature of Services

The Platform provides cloud-based software tools that enable Brand Clients to authenticate their products using unique QR codes. The Platform facilitates product traceability, verification analytics, and supply chain visibility. The Company does not manufacture, distribute, sell, or endorse any physical products bearing QR codes generated through the Platform.

2.2 Product Authentication Disclaimer

The Platform provides digital authentication infrastructure for brands. The Company does not manufacture, distribute, or control the physical products associated with QR codes generated through the Platform. Responsibility for product authenticity, quality, safety, and regulatory compliance remains solely with the Brand Client. The Company’s role is limited to providing technological tools; any representation of product authenticity based on QR code verification is the responsibility of the Brand Client.

2.3 No Guarantee of Counterfeit Elimination

The Platform provides verification tools and authentication technology designed to assist in the detection and prevention of counterfeit products. However, the Company does not and cannot guarantee the complete elimination of counterfeiting. The Platform is a technological aid and does not replace physical product inspection, regulatory enforcement, or legal action against counterfeiters. Brand Clients acknowledge that the effectiveness of the authentication system depends on proper implementation, QR code application processes, and consumer engagement with the verification mechanism.

2.4 QR Code Security and Cloning Risks

While the Platform employs hash-chain verification, scan anomaly detection, and geolocation analysis to identify potentially cloned or duplicated QR codes, no digital authentication system can provide absolute protection against physical duplication of QR code images. Brand Clients acknowledge that QR codes affixed to physical products may be photographed, replicated, or re-printed by third parties. The Company shall not be liable for losses arising from the physical cloning of QR codes. Brand Clients are encouraged to implement complementary physical security measures (such as tamper-evident labels, holographic overlays, or RFID tags) in conjunction with the Platform’s digital authentication.

2.5 Roles and Responsibilities

Brand Clients are solely responsible for the physical application of QR codes to their products, the accuracy of product information entered into the Platform, and compliance with applicable product labelling and packaging regulations.

Supply Chain Partners access the Platform under authorisation from Brand Clients and are bound by both these Terms and any additional terms imposed by the authorising Brand Client.

Consumers use the verification interface voluntarily and at no charge. Consumer use is subject to these Terms and the Privacy Policy.

3. ACCOUNT REGISTRATION AND ELIGIBILITY

3.1 Eligibility

To register as a Brand Client, you must be a legally constituted business entity capable of entering into binding contracts. Individuals must be at least 18 years of age. By registering, you represent and warrant that all registration information you submit is truthful, accurate, and complete.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including passwords and API keys. You must immediately notify the Company at [email protected] of any unauthorised access to or use of your account. The Company shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3.3 Account Verification

The Company reserves the right to verify the identity and legitimacy of any Brand Client and may require additional documentation before activating or continuing an account. The Company may suspend or terminate accounts that fail verification or provide inaccurate information.

4. SUBSCRIPTION, BILLING, AND PAYMENT

4.1 Subscription Plans

The Platform operates on a subscription-based pricing model. Details of available plans, features, usage limits, and pricing are published on the Platform and may be updated from time to time. The Company will provide reasonable notice of material changes to pricing or plan structures.

4.2 Billing Cycle and Payment

Subscriptions are billed in advance on a monthly or annual basis as selected by the Brand Client. All fees are quoted and payable in Indian Rupees (INR) unless otherwise specified. Payments are processed through authorised payment gateways. All fees are exclusive of applicable taxes, including Goods and Services Tax (GST) at the prevailing rate (currently 18%), which shall be added to invoices as required by law.

4.3 Late Payment

Failure to make timely payment may result in suspension of access to the Platform. The Company reserves the right to charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. The Company may also engage collection agencies or pursue legal remedies for recovery of unpaid amounts.

4.4 Plan Upgrades and Downgrades

Brand Clients may upgrade their subscription plan at any time, with the difference in fees prorated for the remaining billing period. Downgrades take effect at the start of the next billing cycle. Certain features or data may become unavailable upon downgrade; the Company is not responsible for data loss resulting from plan changes.

5. ACCEPTABLE USE

Use of the Platform is subject to the Acceptable Use Policy, which forms an integral part of these Terms. By using the Platform, you agree to comply with the Acceptable Use Policy as published on the Platform and updated from time to time. Violation of the Acceptable Use Policy may result in suspension or termination of your account.

6. INTELLECTUAL PROPERTY

6.1 Company Intellectual Property

All intellectual property rights in the Platform, including but not limited to software, algorithms, user interface designs, trademarks, documentation, and proprietary methodologies, are and shall remain the exclusive property of the Company. Nothing in these Terms grants you any right, title, or interest in the Company’s intellectual property except the limited licence to use the Platform as provided herein.

6.2 Brand Client Content

Brand Clients retain all intellectual property rights in their product information, branding, logos, and other content uploaded to the Platform (“Client Content”). By uploading Client Content, you grant the Company a non-exclusive, worldwide, royalty-free licence to use, store, process, and display such content solely for the purpose of providing the Platform Services.

6.3 Verification Data

Verification Data generated through the Platform is jointly owned, with Brand Clients retaining rights to data specific to their products and the Company retaining the right to use anonymised, aggregated data for platform improvement, analytics, and benchmarking, provided such use does not identify any individual Brand Client or Consumer.

7. DATA PROTECTION AND PRIVACY

The Platform processes personal data on behalf of Brand Clients and, where applicable, directly from Consumers. The collection, use, sharing, retention, and protection of personal data is governed by the Privacy Policy and the Data Processing Agreement, both of which are incorporated by reference into these Terms. By using the Platform you acknowledge that you have read and accepted the Privacy Policy. Brand Clients further agree to enter into the Data Processing Agreement, which forms a binding part of this contractual relationship and governs the Company's role as a data processor under the Digital Personal Data Protection Act, 2023 and, where applicable, the General Data Protection Regulation.

8. SERVICE LEVEL AND AVAILABILITY

8.1 Target Availability

The Company targets a monthly Platform availability of 99.5% for Brand Clients on paid subscription plans, measured as the percentage of minutes per calendar month during which the API endpoints (api.qrynto.com) and the dashboard (app.qrynto.com) respond successfully to requests, excluding Scheduled Maintenance and Excluded Events as defined below.

8.2 Scheduled Maintenance

The Company may carry out scheduled maintenance during which the Platform may be partially or fully unavailable. The Company will use commercially reasonable efforts to provide at least forty-eight (48) hours' notice via email or in-Platform notification, and to schedule maintenance during low-traffic windows in Indian Standard Time. Scheduled Maintenance does not count against the availability target.

8.3 Excluded Events

The availability target excludes downtime caused by: (a) Force Majeure events (Section 13); (b) failures of the Brand Client's own systems, networks, or third-party integrations; (c) acts or omissions of the Brand Client or its end users in violation of these Terms or the Acceptable Use Policy; (d) suspension or termination as permitted under Section 9; and (e) emergency security patching where prior notice would create unacceptable risk.

8.4 Service Credits

If monthly availability falls below 99.5% for reasons not Excluded Events, the affected Brand Client may, by written claim within thirty (30) days of the end of the affected month, request a service credit of up to ten percent (10%) of that month's subscription fees. Service credits are the Brand Client's sole and exclusive remedy for availability shortfalls and may only be applied against future subscription fees; they are not refundable in cash.

8.5 Trial Accounts

Free trial accounts are provided on an "as is" basis without any availability commitment. The provisions of this Section 8 apply only to paid subscriptions in good standing.

9. SUSPENSION AND TERMINATION

9.1 Suspension by the Company

The Company may suspend a Brand Client's access to the Platform, in whole or in part and with or without prior notice, where the Company reasonably believes that: (a) continued access poses a security, legal, or operational risk to the Platform or other users; (b) the Brand Client is in material breach of these Terms or the Acceptable Use Policy; (c) the Brand Client's account is more than thirty (30) days past due on payment; or (d) suspension is required by applicable law or by order of a competent governmental authority.

9.2 Termination by the Brand Client

A Brand Client may terminate its subscription at any time through the in-Platform billing controls or by written notice to the Company. Termination takes effect at the end of the then-current billing period; pre-paid fees are non-refundable except as expressly provided in the Refund Policy.

9.3 Termination by the Company

The Company may terminate a Brand Client's account: (a) upon thirty (30) days' written notice for any reason; (b) immediately upon written notice for material breach that remains uncured ten (10) days after the Company's notice of breach; (c) immediately upon written notice if the Brand Client becomes insolvent, files for bankruptcy, or ceases to do business; or (d) immediately upon written notice if continued provision of the Platform would violate applicable law.

9.4 Effects of Termination

Upon termination, (i) all rights to use the Platform cease; (ii) the Company will retain Client Content for thirty (30) days during which the Brand Client may export data through the data export functionality; (iii) after thirty (30) days the Company may permanently delete Client Content, subject to retention obligations under applicable law and the Privacy Policy; (iv) outstanding fees remain payable; and (v) Sections 6, 10, 11, 12, 14, and 16 survive termination.

10. WARRANTY DISCLAIMER

The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and uninterrupted or error-free operation.

The Company does not warrant that the Platform will detect every counterfeit product or every fraudulent scan attempt. Verification results are intended as a tool to aid Brand Clients in product authentication and shall not be construed as a guarantee of authenticity or as a substitute for the Brand Client's own quality control, distribution oversight, or legal investigation processes.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, this disclaimer applies to the maximum extent permitted by law.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, arising out of or in connection with these Terms or the Platform, even if advised of the possibility of such damages.

11.2 Liability Cap

The Company's aggregate liability arising out of or in connection with these Terms, the Platform, or any related services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total subscription fees paid by the Brand Client to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.

11.3 Carve-Outs

The limitations in Sections 11.1 and 11.2 do not apply to: (a) the Brand Client's payment obligations; (b) either party's indemnification obligations under Section 12; (c) liability arising from gross negligence, wilful misconduct, or fraud; or (d) any liability that cannot be excluded or limited under applicable law.

12. INDEMNIFICATION

12.1 Indemnification by the Brand Client

The Brand Client shall defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Client Content, including any allegation that Client Content infringes intellectual property rights or violates applicable law; (b) the Brand Client's use of the Platform in breach of these Terms or the Acceptable Use Policy; (c) the Brand Client's products that are subject of QR code authentication, including product liability and consumer protection claims; or (d) the Brand Client's negligent acts or omissions.

12.2 Indemnification by the Company

The Company shall defend, indemnify, and hold harmless the Brand Client from third-party claims alleging that the Platform, when used in compliance with these Terms, infringes the intellectual property rights of the third party. This obligation does not apply to claims arising from: (a) Client Content; (b) modifications to the Platform not made by the Company; or (c) use of the Platform in combination with products or services not authorised by the Company.

12.3 Procedure

The indemnified party shall promptly notify the indemnifying party of any claim, give the indemnifying party sole control of the defence and settlement (provided that no settlement adverse to the indemnified party may be entered without consent), and provide reasonable cooperation at the indemnifying party's expense.

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, war, civil unrest, terrorism, riot, embargo, governmental action, pandemic, regional or national health emergencies, labour disputes, failure of public utilities or telecommunications networks, denial-of-service attacks, and failure of upstream cloud or internet infrastructure providers. The affected party shall give prompt notice to the other party and use commercially reasonable efforts to resume performance.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Good-Faith Negotiation

Before commencing any formal proceeding, the parties shall attempt to resolve disputes through good-faith negotiation between authorised representatives for a period of thirty (30) days from written notice of the dispute.

14.3 Arbitration

Any unresolved dispute, controversy, or claim arising out of or in connection with these Terms, including their existence, validity, breach, or termination, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or, failing agreement within fifteen (15) days, appointed in accordance with the Act. The seat of arbitration shall be Balotra, Rajasthan, India. The language of arbitration shall be English. The award shall be final and binding on the parties.

14.4 Injunctive Relief

Notwithstanding Section 14.3, either party may seek interim or injunctive relief from a court of competent jurisdiction to protect intellectual property rights, confidential information, or to enforce the indemnification obligations of Section 12.

14.5 Exclusive Jurisdiction

Subject to Section 14.3, the courts at Balotra, Rajasthan shall have exclusive jurisdiction over any matter not subject to arbitration.

15. MODIFICATIONS, NOTICES, AND ASSIGNMENT

15.1 Modifications

The Company may modify these Terms from time to time. Material changes will be notified to active Brand Clients by email and in-Platform notification at least thirty (30) days before they take effect, except where a shorter notice period is required to comply with law or to address a material security risk. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

15.2 Notices

All formal notices under these Terms shall be in writing and sent: (a) to the Company at the contact address published on the Platform or to [email protected]; and (b) to the Brand Client at the email address registered to the account. Notices are deemed delivered on the date of email transmission, provided no bounce or non-delivery report is received within twenty-four (24) hours.

15.3 Assignment

The Brand Client may not assign or transfer its rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets, on written notice to the Brand Client.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with the Privacy Policy, the Data Processing Agreement, the Acceptable Use Policy, the Refund Policy, and any order forms or plan-specific addenda, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, whether written or oral, on the same subject matter.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if not possible, severed; the remaining provisions shall continue in full force.

16.3 No Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

16.4 No Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Neither party has authority to bind the other.

16.5 Counterparts and Electronic Signatures

To the extent any version of these Terms is signed (for example as part of an enterprise order form), it may be signed in counterparts and by electronic signature, each of which shall be deemed an original.

16.6 Contact

For questions about these Terms, please contact [email protected]. For legal notices, contact [email protected].