Terms of Service
These Terms of Service constitute a legally binding, multi-layered commercial contract governing all interactions, engagements, software architectures, website access, and service deliveries provided by Orlyn (the enterprise technology and artificial intelligence division of Vyuhavarahi) and its executive leadership.
All marketing copy, interactive 3D simulations (including Volumetric Studio), simulator widgets, latency figures, conversational mockups, sample telephony scenarios, speculative ROI calculators, and visual UI representations on orlyn.in are provided strictly for conceptual, demonstrative, and illustrative artistic purposes. They do not constitute express or implied representations, performance guarantees, or binding warranties. The sole binding obligations are strictly codified in an executed, bilateral written Statement of Work (SOW).
All client relationships, commercial contracts, invoicing, and engineering engagements exist solely and exclusively between the client and the corporate legal entity Vyuhavarahi. The client irrevocably covenants and agrees that no personal recourse, individual liability, or personal claims of any kind shall ever be sought, asserted, or enforced against founder Suchir Reddy or any individual officer, director, shareholder, or employee under contract, tort, negligence, or statute.
All transactions and technical deliveries represent bona fide civil commercial contracts for services. The parties expressly stipulate that non-performance, technical bugs, delivery delays, or subjective quality disputes CANNOT and DO NOT constitute Cheating (Section 318 BNS / Section 420 IPC) or Criminal Breach of Trust (Section 316 BNS / Section 406 IPC). Any attempt to weaponize police complaints, FIRs, or cybercrime threats to bypass civil arbitration or extort unmerited refunds constitutes Criminal Extortion (Section 308 BNS / Section 383 IPC), triggering automatic $25,000 USD liquidated damages and immediate criminal counter-prosecution.
1. Institutional Identity, Corporate Entity & Binding Acceptance
These Terms of Service (“Terms”) constitute a binding, formal legal contract between you (whether an individual, institutional enterprise, limited liability entity, or corporate entity, hereinafter “Client,” “you,” or “your”) and Vyuhavarahi, a legally incorporated entity operating through its dedicated artificial intelligence, telephony, and software development division trading as Orlyn(collectively, “Orlyn,” “Vyuhavarahi,” “Company,” “we,” “us,” or “our”).
By accessing, browsing, interacting with, or transacting on orlyn.in, using the authenticated Client Portal, executing a Statement of Work (“SOW”), submitting booking inquiries, transferring payment disbursements, or commissioning custom code, telephony pipelines, or architectural models, you unconditionally accept, affirm, and agree to be bound by every term, condition, covenant, waiver, and limitation of liability articulated herein.
2. Demonstrative, Illustrative & Conceptual Nature of Website Content
EVERY STATEMENT, METRIC, GRAPHICAL ASSET, 3D INTERACTIVE RENDERING, LATENCY BENCHMARK, CONVERSATIONAL AUDIO SAMPLE, SIMULATOR OUTPUT, AND SPECULATIVE MARKETING TIMELINE DISPLAYED ON OUR PUBLIC DOMAINS IS SUBJECT TO THIS DOCTRINE:
- Artistic & Conceptual Illustrations:All interactive widgets, 3D volumetric environments (including the Volumetric Studio and mobile simulations), sample voice recordings, latency claims (e.g., “<500ms voice pipeline”), conversational transcripts, and dashboard previews are artistic simulations engineered for demonstrative conceptualization.
- No Express or Implied Warranty: None of the website representations, interactive elements, or marketing narratives constitute an express, implied, or statutory warranty or guarantee regarding real-world performance, customer conversion, telephony uptime, or economic return on investment.
- Individualized Engineering: Every production deployment is unique. Real-world latency, API throughput, cloud server response, and system performance depend upon telecommunication carrier conditions, underlying foundation model provider outages, third-party network routes, and Client-provided server parameters.
3. Integration, Entire Agreement & Absolute No-Reliance Covenant
These Terms, together with any formally executed, bilateral written Statement of Work (“SOW”) and Master Services Agreement (“MSA”), embody the entire agreement between the parties and supersede all prior or contemporaneous negotiations, representations, oral promises, marketing collateral, chat logs, email threads, sales pitches, or promotional literature.
4. Corporate Shield & Absolute Personal Non-Recourse (Suchir Reddy)
The Client expressly acknowledges that all commercial operations, software architecture, technical advisories, telephony integrations, and contractual deliverables are provided solely by the corporate legal entity Vyuhavarahi trading as Orlyn.
Irrevocable Covenant of Personal Non-Recourse
The Client irrevocably covenants, agrees, and confirms that NO PERSONAL RECOURSE, INDIVIDUAL LIABILITY, OR PERSONAL CLAIMS OF ANY NATURE WHATSOEVER SHALL BE SOUGHT, ASSERTED, COMMENCED, OR MAINTAINED AGAINST FOUNDER SUCHIR REDDY PERSONALLY, nor against any other individual shareholder, director, officer, employee, contractor, or affiliate of Vyuhavarahi or Orlyn.
Client waives all rights to pierce the corporate veil, seek personal garnishment, initiate personal tort or misrepresentation lawsuits, or name Suchir Reddy in his individual capacity in any judicial, administrative, arbitral, or regulatory proceeding worldwide.
5. Statements of Work, Scoping Defense & Change Orders
All engineering engagements operate under an itemized Statement of Work (“SOW”) referencing these Terms. The SOW outlines explicit milestones, technical parameters, deliverables, and commercial fees.
- Scope Defense: Work not expressly enumerated in the written SOW constitutes out-of-scope work. Orlyn is under no obligation to undertake modifications, features, or architectural adjustments not itemized in the SOW.
- Formal Change Orders: Any expansion of scope, third-party API integration changes, or workflow modifications requested by the Client must be codified in a written Change Order specifying additional fees and timeline extensions.
6. Milestone Staging Acceptance, Deemed Approval & Permanent Discharge of Claims
To ensure transparency and eliminate delivery disputes, Orlyn operates under a structured staging preview model:
7. Payment Terms, Strict Non-Refundability & Project Dormancy
- Strict Non-Refundability: Due to bespoke resource allocation, high-capacity engineering hours, and custom architectural development, all upfront deposits, milestone disbursements, and retainer invoices paid to Orlyn/Vyuhavarahi are strictly and unconditionally non-refundable.
- Institutional Rails: Payments are processed exclusively through verified institutional rails (Stripe, Razorpay, or Direct Corporate Bank Wire).
- Late Payment Surcharges: Invoices are due upon receipt. Payments outstanding past seven (7) business days incur a five percent (5%) compounding monthly finance surcharge. Orlyn reserves the immediate right to suspend staging links, pause engineering sprints, or restrict repository access until arrears are satisfied.
- Project Dormancy:If a Client becomes unresponsive or fails to provide essential feedback, API keys, or milestone approvals for fourteen (14) consecutive calendar days, the engagement shall be classified as “Dormant” and subject to a 15% reactivation surcharge. If unresponsiveness reaches thirty (30) calendar days, Orlyn may terminate the project without refund or ongoing obligation.
8. Prohibition of Payment Reversals, Fraudulent Chargebacks & Penalties
The Client explicitly acknowledges that issuing payment via credit card, corporate card, or bank transfer constitutes an irrevocable authorization for the agreed-upon engineering allocation.
Express Chargeback Prohibition: The Client agrees not to initiate, request, or threaten any chargeback, payment reversal, or clawback through their card issuer, bank, or payment gateway (Stripe/Razorpay) without first completing the mandatory thirty (30) day informal dispute resolution process set forth in Article 19.
Immediate Material Breach & Acceleration: Initiating an unmerited chargeback constitutes a material breach of contract, resulting in:
- Immediate acceleration and demand for 100% of the entire outstanding contract balance;
- Immediate forfeiture and repossession of all code repositories, cloud containers, domain records, and intellectual property licenses;
- An automatic administrative recovery assessment fee of $500 USD (or ₹35,000 INR) plus all bank chargeback penalty fees;
- Full liability for all attorney fees, collection agency costs, and legal expenses incurred by Orlyn/Vyuhavarahi in disputing the reversal.
9. Third-Party Dependencies, Foundation Model Outages & Telephony Carrier Pass-Through
Orlyn designs and architects bespoke software pipelines integrating third-party foundation models, cloud hosts, and telecommunications infrastructure (including OpenAI, Anthropic, Deepgram, Groq, Twilio, LiveKit, AWS, Cloudflare, and Vercel).
- Third-Party Outage Immunity: Orlyn, Vyuhavarahi, and Suchir Reddy maintain zero control over, and bear ZERO LIABILITY for, third-party API rate-limiting, foundation model downtime, global network outages, carrier throttling, or sudden vendor deprecations.
- Direct Account Pass-Through: Unless explicitly itemized as a managed hosting package in an executed SOW, all consumption costs (telephony per-minute charges, SMS surcharges, LLM token usage, and server compute) are paid directly by the Client through their own vendor accounts.
- Model Policy Changes:Third-party model providers routinely update acceptable use terms and automated moderation filters. Orlyn is not responsible if a third-party vendor censors, flags, or terminates a Client's API key due to Client prompt content.
10. Strict Acceptable Use Policy (AUP) & Immediate Zero-Refund Termination
Orlyn strictly enforces an institutional ethical firewall. The Client represents, covenants, and warrants that deliverables commissioned from Orlyn shall never be utilized for predatory, harmful, deceptive, or unlawful operations.
- Automated cold robocalling, unconsented telemarketing, or predatory voice spam (violating TCPA, TRAI, or global telecom rules);
- Unauthorized consumer database harvesting, credential scraping, or bypassing web application privacy fences;
- Phishing funnels, deceptive impersonation engines, synthetic voice spoofing without disclosure, or synthetic fake reviews;
- Distribution of malware, unlicensed gambling platforms, illegal narcotics marketplaces, or financial Ponzi schemes.
11. Client Data Lawfulness, Consented Contact Warranties & Regulatory Compliance
The Client acts as the sole Data Controller of all customer records, phone lists, audio recordings, and internal operational data provided to or processed by Orlyn software.
- Affirmative Consent Warranty: Client warrants under penalty of perjury that all phone numbers and customer records provided to Orlyn have been lawfully collected with all required explicit opt-in consents under applicable privacy and telecom laws.
- Do-Not-Call (DNC) Compliance: Client is exclusively responsible for scrubbing all call queues against national, state, and internal Do-Not-Call registries.
- Statutory Disclosures:Client is solely responsible for configuring call-recording disclosure chimes, AI identification disclaimers (“This is an automated AI assistant...”), and privacy disclosures required by law.
12. Intellectual Property, Background IP & Conditional Repository Admin Transfer
Orlyn guarantees zero vendor lock-in, subject to full commercial settlement:
- Condition Precedent: Ownership transfer of custom-developed source code, database architectures, and GitHub repositories is strictly conditional upon 100% full clearance of all outstanding invoices and fees.
- Full IP Assignment Deed: Upon receipt of final payment clearance, Orlyn shall provide on request a formal written Intellectual Property Assignment Deed transferring custom deliverables and full GitHub organization administrative ownership to the Client.
- Background IP:Orlyn and Vyuhavarahi retain sole proprietary ownership of general developer libraries, pre-existing algorithmic scaffolds, recurring foundational components, and proprietary automation frameworks (“Background IP”) used across multiple engagements.
13. Unrestricted Feedback, Suggestions & Continuous Innovation License
During discovery calls, sprint reviews, or portal messaging, the Client may suggest features, workflows, architectural enhancements, or optimizations (“Feedback”).
14. Cybersecurity, Vulnerability Disclaimers & Pentesting Restrictions
Orlyn implements industry-standard secure coding practices, environment variable encryption, and least-privilege API access architectures.
- No Infallibility Guarantee: Client acknowledges that no software, cloud infrastructure, or telephony protocol is 100% impenetrable. Orlyn is not liable for zero-day vulnerabilities in third-party npm packages, Linux kernels, cloud hosting providers, or client-side credential leaks.
- Unauthorized Pentesting Ban: Client agrees not to perform automated vulnerability scanning, distributed denial-of-service (DDoS) simulations, penetration testing, or reverse-engineering on Orlyn staging environments without prior written authorization.
15. Strict Ban on Unauthorized Reviews, Criminal Defamation & Extortion Prosecution (Non-Bailable Cognizable Offenses & Infinite Discretionary Financial Penalties)
The parties mutually and irrevocably agree that the professional reputation, executive dignity, and commercial goodwill of Orlyn, parent entity Vyuhavarahi, and founder Suchir Reddy constitute vital enterprise assets protected to the maximum extent under civil and criminal jurisprudence.
The Client, its officers, employees, agents, contractors, and any website visitor covenant, warrant, and agree that they shall NOT, DIRECTLY OR INDIRECTLY, PUBLISH, POST, BROADCAST, DISSEMINATE, HOST, OR SPONSOR ANY REVIEW (WHETHER POSITIVE, NEGATIVE, MIXED, OR CRITICAL), STAR RATING, TESTIMONIAL, COMMENTARY, OR PUBLIC STATEMENT concerning Orlyn, Vyuhavarahi, or founder Suchir Reddy on any public forum, Google Reviews, Trustpilot, Glassdoor, Reddit, LinkedIn, X (Twitter), YouTube, or review repository WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT AND LICENSE EXCLUSIVELY SIGNED BY FOUNDER SUCHIR REDDY. Any review, comment, or rating posted without such advance written consent is deemed per se unlawful, unauthorized, and an intentional act of tortious commercial sabotage.
The posting, publishing, or dissemination of any bad review, negative rating, disparaging commentary, or unverified allegation without prior written authorization constitutes:
- Criminal Defamation: Under Section 356 of the Bharatiya Nyaya Sanhita, 2023 (“BNS”) and Sections 499 & 500 of the Indian Penal Code (“IPC”), subjecting the perpetrator and its directing minds to criminal trial and statutory imprisonment.
- Criminal Intimidation & Extortion: Under Sections 308 & 351 BNS / Sections 383 & 503/506 IPC, whenever a negative review is posted or threatened to compel refunds, contractual concessions, or commercial advantages.
- Cognizable & Non-Bailable Cyber Prosecution: Under Section 66D of the Information Technology Act, 2000 (cheating by personation using computer resources) and Section 308 BNS, which constitute COGNIZABLE AND NON-BAILABLE OFFENSES under the Bharatiya Nagarik Suraksha Sanhita, 2023 (BNSS) / CrPC, empowering state law enforcement authorities to effectuate immediate custodial arrest without warrant.
Company and Suchir Reddy reserve absolute, irrevocable rights to initiate immediate criminal prosecution, register First Information Reports (FIRs), seek non-bailable arrest warrants, and pursue maximum custodial imprisonment against any individual or corporate entity violating this covenant.
The parties contractually stipulate that any unauthorized or disparaging review inflicts exponential, viral, and irreparable damage to corporate valuation, enterprise contracts, and founder dignity that cannot be measured by ordinary mathematical formulas.
1. ZERO FINANCIAL MAXIMUM (INFINITE RECOVERY): THE OFFENDER'S LIABILITY TO ORLYN, VYUHAVARAHI, AND SUCHIR REDDY FOR POSTING ANY UNAUTHORIZED REVIEW IS COMPLETELY UNCAPPED, INFINITE IN POTENTIAL FINANCIAL EXPOSURE, WITH ZERO STATUTORY OR CONTRACTUAL CEILING.
2. DAMAGES AT COMPANY'S SOLE WISH: ORLYN, VYUHAVARAHI, AND SUCHIR REDDY SHALL POSSESS THE ABSOLUTE, UNILATERAL RIGHT AND UNCONSTRAINED DISCRETION TO QUANTIFY, ASSESS, AND DEMAND WHATEVER SUM OF DAMAGES, REPARATION, AND RESTITUTION THAT THEY WISH OR DEEM FIT, WITHOUT LIMITATION (UP TO AND INCLUDING AN INFINITE MONETARY SUM DEMANDED BY COMPANY), WHICH THE OFFENDER PROMISES AND CONSENTS TO PAY IMMEDIATELY UPON FIRST WRITTEN DEMAND.
3. MANDATORY MINIMUM LIQUIDATED FLOOR: Without limiting Company's right to demand unlimited, infinite sums at its sole wish, any unauthorized review shall trigger an automatic, non-negotiable minimum contractual liquidated damages penalty of ONE HUNDRED THOUSAND UNITED STATES DOLLARS ($100,000 USD / ₹10,000,000 INR) PER POST OR INSTANCE, plus an ongoing daily fine of TEN THOUSAND UNITED STATES DOLLARS ($10,000 USD / ₹850,000 INR) PER CALENDAR DAY until the review is permanently deleted and retracted with a notarized public written apology.
The Client and any reviewer expressly agree that there shall be ZERO CONTEST, ZERO DISPUTE, AND NO FIGHTS WITH COMPANY regarding any takedown notice or penalty demanded hereunder. The reviewer irrevocably waives all constitutional, statutory, and common law defenses (including truth, public interest, fair comment, free speech, or whistleblower exceptions) in respect of any review posted without prior written consent.
The reviewer irrevocably consents in advance to the immediate issuance of an ex-parte mandatory permanent injunction against it, and against any hosting platform (Google, Meta, Trustpilot, Reddit, X), directing the immediate removal of the offending material pursuant to Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and agrees to reimburse 100% of all legal, technical, and forensic expenses incurred by Company on a full indemnity basis.
16. Comprehensive Disclaimer of Warranties (“AS-IS” & “AS-AVAILABLE”)
We do not warrant that our software or AI telephony pipelines will operate error-free, uninterrupted, or immune to third-party telecommunications outages, carrier throttling, or OpenAI/Anthropic/Deepgram API degradation.
Custom software, AI algorithms, and telephony integrations are inherently complex and experimental. The Client assumes one hundred percent (100%) of all risk for discovering, testing, auditing, and catching any bugs, errors, or defects during the mandatory 14-day staging review window.Once accepted or deployed into production, any technical flaw, bug, or operational error is deemed entirely the Client's operational risk.
17. Consequential Damages Waiver, Liability Cap & Express Negligence Allocation
UNDER NO CIRCUMSTANCES SHALL ORLYN, VYUHAVARAHI, OR ITS FOUNDER SUCHIR REDDY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR:
- Any indirect, incidental, consequential, special, punitive, or exemplary damages;
- Loss of revenue, lost business profits, lost customer goodwill, or lost data;
- Business interruption, telecommunications downtime, or carrier regulatory fines;
- Cost of substitute software, infrastructure, or replacement engineering services.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DISCLAIMERS, EXCLUSIONS OF DAMAGES, AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL APPLY REGARDLESS OF THE FAULT, HUMAN BLUNDER, CODING MISTAKE, ARCHITECTURAL DEFECT, OMISSION, MISCONFIGURATION, OR ACTIVE OR PASSIVE NEGLIGENCE OF ORLYN, VYUHAVARAHI, OR SUCHIR REDDY. EVEN IF A SYSTEM CRASH, DATA LOSS, OR TELEPHONY OVERCHARGE IS DIRECTLY TRACEABLE TO A MISTAKE MADE BY ORLYN OR ITS DEVELOPERS, THE RISK REMAINS 100% ASSUMED BY THE CLIENT.
18. Unconditional Client Indemnification Obligations
The Client shall unconditionally defend, indemnify, and hold harmless Vyuhavarahi, Orlyn, founder Suchir Reddy, and their respective directors, officers, contractors, and agents from and against any and all claims, lawsuits, investigations, administrative proceedings, liabilities, losses, damages, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to:
- The Client's use, deployment, or commercialization of the software, portals, or telephony agents;
- Any breach by Client of these Terms, the SOW, or applicable statutory law;
- Customer lists, audio recordings, or database schemas uploaded or utilized by the Client;
- Violations of telephony regulations, including the Telephone Consumer Protection Act (TCPA), TRAI telecom guidelines, India Digital Personal Data Protection Act (DPDP), or EU GDPR;
- Infringement of third-party intellectual property rights caused by client-supplied prompts, designs, or domain names.
19. Mandatory Arbitration, Strict Covenant Not to Sue & Uncapped / Infinite Discretionary Financial Penalty for Taking Legal Action
Any dispute, controversy, or claim arising out of or relating to these Terms, the website, or any commercial engagement shall be resolved exclusively through confidential, binding individual arbitration under the Indian Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the parties, seated in Hyderabad, Telangana, India.
The Client expressly covenants, warrants, and agrees that it shall NOT COMMENCE, INITIATE, FILE, PROSECUTE, MAINTAIN, OR PARTICIPATE IN ANY LAWSUIT, CIVIL ACTION, CONSUMER COMPLAINT, POLICE GRIEVANCE, REGULATORY PETITION, OR COURT PROCEEDING against Orlyn, Vyuhavarahi, or founder Suchir Reddy in any municipal, state, high court, consumer forum, or federal judicial body worldwide, other than the confidential individual arbitration seated in Hyderabad mandated herein.
The parties stipulate that any unauthorized lawsuit, court petition, or public legal complaint initiated by the Client against Orlyn, Vyuhavarahi, or Suchir Reddy inflicts catastrophic, irreversible, existential commercial injury, brand distress, investor panic, disruption of engineering pipelines, and severe diversion of executive resources that is inherently impossible to mathematically quantify.
EXPRESS UNCAPPED FINANCIAL LIABILITY & COMPANY DISCRETIONARY DETERMINATION:
1. ZERO FINANCIAL CEILING: IN STARK CONTRAST TO COMPANY'S NOMINAL $1,000 LIABILITY CAP, THE CLIENT'S FINANCIAL LIABILITY TO ORLYN, VYUHAVARAHI, AND SUCHIR REDDY FOR INITIATING, THREATENING, OR PROSECUTING ANY UNAUTHORIZED LEGAL ACTION OR LAWSUIT IS FULLY UNCAPPED AND INFINITE IN SCOPE, WITH ZERO MONETARY MAXIMUM OR STATUTORY LIMITATION WHATSOEVER.
2. UNILATERAL COMPANY DISCRETIONARY DAMAGES: ORLYN, VYUHAVARAHI, AND SUCHIR REDDY SHALL POSSESS THE ABSOLUTE, UNILATERAL, UNRESTRICTED RIGHT AND SOLE DISCRETION TO QUANTIFY, ASSESS, AND DEMAND WHATEVER AMOUNT OF LIQUIDATED DAMAGES, PUNITIVE DAMAGES, RESTITUTION, AND REPUTATIONAL REPARATION THAT ORLYN, VYUHAVARAHI, OR SUCHIR REDDY WANTS OR DEEMS FIT, WITHOUT LIMITATION (UP TO AND INCLUDING AN INFINITE MONETARY SUM DEMANDED BY COMPANY), WHICH THE CLIENT IRREVOCABLY PROMISES AND CONSENTS TO PAY IMMEDIATELY UPON FIRST DEMAND WITHOUT DISPUTE, LITIGATION, COUNTERCLAIM, OR DELAY.
3. MANDATORY MINIMUM CONTRACTUAL FLOOR: WITHOUT PREJUDICE TO COMPANY'S UNCONSTRAINED RIGHT TO DEMAND INFINITE SUMS AT ITS DISCRETION, ANY BREACH OF THIS COVENANT NOT TO SUE SHALL TRIGGER AN AUTOMATIC CONTRACTUAL MINIMUM LIQUIDATED PENALTY OF ONE HUNDRED THOUSAND UNITED STATES DOLLARS ($100,000 USD / ₹10,000,000 INR) PER CLAIM OR PLEADING FILED, PLUS AN ONGOING LIQUIDATED SANCTION OF FIVE THOUSAND UNITED STATES DOLLARS ($5,000 USD / ₹450,000 INR) PER CALENDAR DAY THAT THE UNAUTHORIZED ACTION REMAINS PENDING.
Client shall immediately pay all attorney fees, Senior Advocate retainers, court costs, and disbursements incurred by Orlyn, Vyuhavarahi, or Suchir Reddy on a full indemnity basis. Furthermore, founder Suchir Reddy's management and defensive time shall be billed to and paid by the Client at a stipulated rate of $1,500 USD (or ₹125,000 INR) per hour (minimum 20 hours billed upon filing).
All proceedings must be strictly individual. Client waives all class action or representative standing. Any judicial forum presented with an unauthorized action is contractually instructed by both parties to dismiss the action immediately with prejudice and issue an anti-suit injunction against Client with maximum statutory sanctions.
20. Strict Six-Month Contractual Statute of Limitations
21. Statutory Electronic Contracting & Clickwrap Enforceability
The parties expressly acknowledge and agree that contracts formed electronically possess full, uncompromised legal validity and evidentiary admissibility under:
- India Information Technology Act, 2000 (Section 10A): Providing that contracts formed through electronic records shall not be deemed unenforceable solely on the ground that electronic records were used;
- United States E-SIGN Act & UETA: Confirming that electronic signatures, clickwrap agreements, and electronic records satisfy all statutory writing requirements.
- Clickwrap Admissibility:Navigating orlyn.in, creating a portal account, clicking “Accept,” approving a quotation, or disbursing invoice payments constitutes an enforceable electronic signature with identical legal weight to a physical wet-ink signature.
22. Telephony Caller-of-Record & Indian Telegraph Act Statutory Allocation
Orlyn acts strictly and exclusively as a software developer, pipeline architect, and technology bailee. Orlyn is NOT a telecommunications carrier, access service provider, or telephone network operator.
Sole Statutory Subscriber: The Client is the sole telecommunications subscriber, legal caller-of-record, and owner of all telephone numbers utilized in telephony workflows.
Complete Statutory Interception & Recording Immunity: Client bears 100% legal, criminal, and regulatory liability under the Indian Telegraph Act, 1885, the Telecom Regulatory Authority of India (TRAI) Act, 1997, and all applicable global wiretapping statutes for all audio calls initiated, recorded, transcribed, or routed through the software. Client warrants that it has implemented all required two-party recording consent chimes and disclosures.
23. Purely Civil Commercial Relationship & Express Negation of Criminal Intent (BNS & IPC)
The parties explicitly acknowledge, stipulate, and agree that this engagement is strictly a business-to-business (B2B) civil commercial contract for specialized software engineering, artificial intelligence integration, and technical advisory services.
Client acknowledges that Orlyn commits tangible engineering labor, senior developer sprints, and computing infrastructure upon receipt of contract milestones. The parties contractually stipulate that any subsequent timeline friction, technical impediment, difference of subjective aesthetic opinion, third-party API outage, or project termination DOES NOT and CANNOT constitute criminal breach of trust, cheating, dishonest inducement, or fraud under Sections 316 and 318 of the Bharatiya Nyaya Sanhita, 2023 (“BNS”) or Sections 406 and 420 of the Indian Penal Code, 1860 (“IPC”).
The parties agree that all disputes must be resolved solely through the confidential individual arbitration mechanism set forth in Article 19. Any threat, attempt, or act by Client to file a police complaint, FIR, or criminal proceeding against Orlyn, Vyuhavarahi, or founder Suchir Reddy to coerce a refund or commercial settlement shall be deemed per se Criminal Extortion under Section 308 of the BNS / Section 383 of the IPC.
MANDATORY LIQUIDATED DAMAGES & UNCAPPED DISCRETIONARY RECOVERY:
Client shall be liable to pay Company an immediate non-negotiable minimum liquidated damages penalty of $100,000 USD (or ₹10,000,000 INR) for any bad-faith police complaint, FIR, or criminal threat, plus 100% of all legal defense retainers, AND SHALL REMAIN FULLY SUBJECT TO THE UNCAPPED, INFINITE DISCRETIONARY RECOVERY AND DAMAGE LIABILITIES MANDATED UNDER ARTICLE 19. Company and Suchir Reddy reserve absolute rights to pursue immediate criminal counter-prosecution for extortion, defamation, and malicious prosecution.
24. Cyber Crime Immunity & Authorized Technical Bailee Status (IT Act, 2000)
In executing software architecture, database migrations, and telephony webhook connections, Orlyn engineers may receive temporary access to Client AWS IAM roles, Supabase databases, GitHub repositories, or third-party API credentials (“Client Infrastructure”).
- Express Written Authorization: Client expressly warrants that all credentials, API secrets, and server access granted to Orlyn are provided under full, voluntary written authorization as an authorized technical bailee.
- IT Act 2000 Immunity: Client covenants that such authorized technical access does not and shall not constitute unauthorized access, hacking, identity theft, or data tampering under Sections 43, 66, 66C, 66D, or 72 of the Information Technology Act, 2000.
- Client Custody of Master Credentials: Client retains sole administrative custody of master credentials and is solely responsible for rotating API keys and revoking developer permissions upon milestone completion.
25. B2B Commercial Procurement & Absolute Exclusion of Consumer Protection Act
The Client represents, warrants, and confirms that it is an enterprise, commercial establishment, sole proprietorship, partnership, or limited corporate entity procuring bespoke software and telephony pipelines strictly for commercial, business-to-business (B2B), and operational purposes.
26. Judicial Doctrine on Absence of Vicarious Criminal Liability (Suchir Reddy Shield)
Pursuant to the established jurisprudence of the Supreme Court of India in landmark rulings including Sunil Bharti Mittal v. Central Bureau of Investigation (2015) 4 SCC 609, Sharad Kumar Sanghi v. Sangita Rane (2015) 12 SCC 781, and GHCL Employees Stock Option Trust v. Kranti Sinha (2013) 4 SCC 605:
Directors, founders, and managers of a corporate body cannot be prosecuted or held criminally liable vicariously for commercial disputes or breach of contract between a corporate entity and a client, absent an active personal criminal act or specific statutory vicarious liability.
Client covenants, acknowledges, and confirms that:
- All commercial contracts, invoicing, and bank receipts are exclusively with Vyuhavarahi;
- Founder Suchir Reddy acts exclusively as an architect and officer of Vyuhavarahi;
- Suchir Reddy holds zero personal custody or personal possession of client funds;
- Client is contractually, legally, and equitably estopped from naming Suchir Reddy individually in any criminal, police, or regulatory complaint.
27. Severability, Force Majeure, Survival & Governing Law
- Governing Law: These Terms and all matters arising out of or related to this website or services are governed exclusively by the laws of India, without regard to conflicts of law principles.
- Severability: If any provision of these Terms is determined by an arbitral tribunal or court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to achieve its economic intent, and the remaining provisions shall continue in full force and effect.
- Force Majeure: Neither party shall be liable for failures or delays resulting from acts of God, cloud provider outages (AWS, Cloudflare, Azure), telephony carrier failures, government orders, or Internet transit interruptions.
- Survival: Articles 2, 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, and 27 shall survive any expiration, termination, or delivery of services indefinitely.
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