Terms and Conditions

The Platform facilitates a highly secure, peer-to-peer (P2P) network for verified corporate professionals (“Services”). Users may either: (i) offer commute arrangements using their personal two-wheeler as a “Pro” (Provider), (ii) seek to join such arrangements as a “Member” (Passenger), or (iii) participate passively to build B2B data equity as a “VTS User”.

The Platform utilizes a proprietary time-based algorithm (V-Minutes) and strict 2 km spatial geo-fencing to match Pros with Members. The final pairing is strictly executed via a manual verification handshake, not algorithmic force.

You agree that the Platform operates strictly as a Technology Matchmaking Intermediary under the Information Technology Act, 2000, and is not a commercial transport operator, taxi aggregator, or logistics provider.

For the avoidance of doubt, the Services are intended solely for use in connection with private, non-transport vehicles sharing a localized commute on a cost-sharing basis. The Platform strictly prohibits the use of the Services by Pros for commercial transportation, gig-work profit, contract carriage, or the carriage of passengers for hire or reward within the meaning of the Motor Vehicles Act, 1988.

Regulatory Position — Not an “Aggregator”: The Company does not itself provide transportation, does not own, lease, or control any vehicle listed on the Platform, does not employ or engage any Pro as a driver, contractor, or agent, and does not fix or collect a commercial fare. Accordingly, the Company does not fall within the definition of an “aggregator” under Section 2(1A) of the Motor Vehicles Act, 1988, and is not required to obtain a licence under the Motor Vehicles Aggregator Guidelines, 2020, or any successor guidelines/rules issued by the Ministry of Road Transport & Highways, or any State-specific Motor Vehicle Aggregator Rules notified by the Transport Department of any State/Union Territory in which the Company operates, for so long as the Platform operates strictly as a voluntary, non-commercial, cost-sharing P2P commute-matching service between verified corporate peers using their own private (non-transport, “white board”) two-wheelers. The Company shall monitor applicable State-level regulatory developments (including any State Motor Vehicles Rules or State Government notifications governing bike/car pooling in each State/Union Territory in which it operates) and reserves the right to modify, restrict, or suspend the Services in any State/Union Territory to remain compliant with Applicable Laws.

Intermediary Safe Harbor: The Company is an “intermediary” within the meaning of Section 2(1)(w) of the Information Technology Act, 2000, and exercises due diligence in accordance with Section 79 of that Act and the IT Rules, including publishing these Terms, the Privacy Policy, and the Grievance Redressal Mechanism (Clause 19) on the Platform, and shall be entitled to the exemption from liability available thereunder for any third-party information, data, or communication link made available or hosted by it, including any User-to-User communication, conduct, or dispute.

The “Zero Strangers” Mandate: By accepting these Terms, you agree to our strict 2-Step Verification. You must verify your mobile number via SMS OTP, followed by a mandatory verification of your active corporate employment via an official workplace email OTP (e.g., @company.com) or manual ID verification.

The VTS Identity Baseline: Successfully passing this Corporate Firewall is a mandatory prerequisite. Upon successful corporate verification, the Platform utilizes this data to automatically generate your initial Varadhi Trust Score (VTS) Identity Baseline, establishing your trusted status within the ecosystem.

KYC & Asset Collection: To activate a Pro or Member account, you consent to the collection and verification of government-issued IDs, including but not limited to your Driving License (DL), Registration Certificate (RC), Aadhaar card, PAN card, and real-time biometric Live Selfies.

Fraud & Asset Confiscation: Any attempt to bypass the Corporate Firewall, use a former employer’s email, or upload falsified documents constitutes fraud and will result in a permanent lifetime ban, the complete voiding of your VTS, and the confiscation of all wallet assets.

Continuous Employment Verification & Revocation: The Company reserves the absolute right to periodically audit and require re-verification of any User’s corporate email and government-issued IDs at any time to ensure ongoing active employment at the declared corporate domain. If a User changes employers, resigns, or otherwise loses access to their verified corporate email address, they must immediately initiate re-verification using their new valid corporate credentials. Failure to successfully complete re-verification within the stipulated timeframe, or attempting to commute using invalidated corporate credentials, will result in immediate account suspension, revocation of network access, and the freezing of all associated V-Minutes.

Applicability: The Company recognizes that certain professional workforces (including but not limited to manufacturing plants, retail environments, educational institutions, and government offices) may not issue dedicated corporate email domains to their employees. To facilitate the Services for such workforces, the Platform provides an alternative verification protocol (“Industrial Firewall”).

The Physical ID & Biometric Protocol: Users applying through the Industrial Firewall who utilize a personal email address (e.g., @gmail.com, @yahoo.com) explicitly agree to undergo a mandatory, enhanced biometric and documentary verification process. Such Users must provide:

Manual Audit & Absolute Discretion: The Company employs a combination of Optical Character Recognition (OCR) technology and manual human auditing by the Customer Success team to verify Industrial Firewall applications. The Company reserves the sole and absolute discretion to accept, reject, or request additional supporting documentation for any physical ID card submitted.

Continuous Employment Verification & Revocation: Unlike corporate email domains that automatically expire upon termination of employment, physical identification cards may remain in a User’s possession. Therefore, the Company reserves the absolute right to periodically require Users authenticated via the Industrial Firewall to re-verify their active employment status. This may include, but is not limited to, requesting the upload of a recent redacted payslip, a fresh Live Selfie with the physical ID, or utilizing algorithmic Commute Consistency data to verify ongoing physical attendance at the designated workplace. Algorithmic evidence of prolonged absence from the declared workplace, or failure to comply with a re-verification request, will result in immediate account suspension and the freezing of all associated V-Minutes.

Fraudulent ID Submission & Asset Seizure: Because physical identification cards carry a higher risk of forgery than digital corporate domains, the Company enforces a zero-tolerance policy for document manipulation. Any attempt to upload a digitally altered, expired, or counterfeit Employer Identification Card, or any attempt to spoof the Live Selfie requirement, constitutes a severe breach of these Terms. Upon detection of such fraud, the Company shall immediately and permanently terminate the User’s account and confiscate all accrued V-Minutes and V-Lifes, sweeping them into the Varadhi Corporate Treasury without compensation.

VTS Syndication & Alternative Credit Scoring (The Thin-File Engine): Users accessing the Platform via the Industrial Firewall explicitly acknowledge that their ongoing 30-day “Track & Vanish” Commute Consistency data may be utilized by the VIBI engine to generate a Varadhi Trust Score (VTS). The User provides explicit consent for the Company to syndicate this VTS as an alternative verification and risk-assessment metric to authorized B2B enterprise partners (including Non-Banking Financial Companies (NBFCs), micro-lenders, and insurtech platforms) for the purpose of facilitating financial products, micro-loans, or vehicle financing for Users who may otherwise lack a traditional credit history.

No Credit Assessment or Recommendation: The Company is not a “credit information company” under the Credit Information Companies (Regulation) Act, 2005, does not itself extend credit, and does not guarantee the accuracy, completeness, or suitability of the VTS for any lending, underwriting, or risk-assessment decision. The VTS is behavioural and informational data only, provided to B2B enterprise partners strictly on an “as is” basis, and any lending decision made by such a partner is that partner’s sole responsibility, made independently of the Company and in accordance with the Reserve Bank of India’s applicable digital lending and fair-practice norms.

Employer Independence & Disclaimer: Verification via the Industrial Firewall strictly establishes that the User is an active commuter to a specific commercial or industrial zone. It does not imply, constitute, or create any official partnership, affiliation, or enterprise agreement between Varadhi Tech Mobility Private Limited and the User’s respective employer, factory, mall, or government institution.

Communication Consent: By accepting these Terms, every User gives consent to Varadhi Tech Mobility Private Limited to communicate via push notifications (including the Commute Pulse feature), SMS, phone calls, and email.

Message Moderation: We may review, scan, and moderate messages exchanged between Users through the Platform strictly for fraud prevention, safety monitoring, and enforcing the manual verification handshake.

Prohibited Conduct & Circumvention: By using the messaging feature, the User undertakes not to send any message prohibited by applicable law or professional corporate conduct. We actively monitor communications to ensure Users do not attempt to circumvent the Platform (e.g., soliciting direct offline cash or UPI payments to bypass the Upfront Fare Lock). We reserve the right to filter or delete messages and immediately suspend or terminate the User’s access if they fail to comply.

Telemetry & Background Tracking: The Platform utilizes GPS telemetry tracking for all User categories to ensure platform integrity and calculate the Varadhi Trust Score (VTS).

Asset & Legal Compliance: The Pro is at least 18 years of age, retains a valid driving license, and operates a vehicle (strictly categorized as a Bike or Scooty) in good condition with a valid PUC certificate and Registration Certificate.

Mandatory Bike Insurance (Transit Liability): The Pro legally self-declares and warrants that, at all times while offering a commute on the Platform, they maintain a valid, subsisting third-party vehicle insurance policy covering the specific vehicle used for the commute, as compulsorily required under Section 146 of the Motor Vehicles Act, 1988, and shall produce such policy to the Company or any User upon request. The Pro is solely and exclusively responsible for any legal or financial liability resulting from property damage or transit accidents. The Company does not verify, underwrite, countersign, or in any manner vouch for the genuineness, validity, or adequacy of any insurance policy self-declared by a Pro, and the self-declaration mechanism is provided solely as a facilitative compliance prompt.

Mandatory Health/Personal Accident Insurance (Medical Liability): The Pro legally self-declares and warrants that they possess an active personal health or personal accidental insurance policy of their own procurement. The Pro acknowledges and agrees that they are solely responsible for any medical bills, physical injuries, or death resulting from a commute, that the Company does not provide, arrange, or underwrite any such insurance on the Pro’s behalf, and that the Platform assumes zero medical liability.

Consequence of False Declaration: A Pro who offers a commute without a genuine, active, and adequate third-party vehicle insurance policy and/or personal accidental insurance policy, as warranted above, does so in breach of these Terms and in violation of Applicable Law entirely at their own risk and peril, and shall be solely liable for the consequences thereof (including any statutory penalty under the Motor Vehicles Act, 1988), and shall indemnify the Company in full in accordance with section ‘Indemnity & algorithmic immunity’.

Commercial Prohibition: The Pro is not registered as a taxi or contract carriage operator, and the vehicle is not a yellow-board commercial vehicle.

Anti-Ghosting & Route Integrity: The Pro must strictly follow the locked commute route. The Pro agrees to the 50-meter GPS proximity lock, meaning the ride cannot be started or completed unless both Users are within 50 meters of the designated coordinates.

VIP Campus Drops: If a Pro has unlocked Lobby-to-Lobby privileges via the 90-Day Trust Gate, they must execute drops at the specific building lobby, maintaining professional conduct on private corporate campuses.

Age & Lawful Conduct: The Member is at least 18 years of age and will not undertake the ride for any fraudulent, unlawful, or criminal activity.

Punctuality & The V-Wait Protocol: The Member agrees to be present at the locked pickup point at the exact agreed time. The Member acknowledges and agrees that after a strict 2-minute free grace period upon the Pro’s arrival, extra waiting time will be mathematically calculated and deducted directly from their wallet as a friction penalty.

Mandatory Health Insurance Declaration (Liability Shield): The Member legally self-declares and warrants that they possess an active personal health or personal accidental insurance policy, procured independently of the Company, prior to booking a commute. The Company does not verify, arrange, or underwrite any such policy. The Member acknowledges that the Platform assumes zero medical or transit liability in the event of an accident, and that a false declaration under this Clause is entirely at the Member’s own risk and shall attract the indemnity obligations under section Indemnity & algorithmic immunity.

Corporate Accuracy: The VTS User must maintain accurate and up-to-date employment credentials. If the User changes employers, they must immediately update their corporate email verification within the Platform.

Telemetry & Geofence Consent: The VTS User explicitly consents to granting the Platform background location access. The User acknowledges this is strictly required to execute the algorithmic “Track and Vanish” logic between their designated Home and Office geofences to calculate their Commute Consistency.

Anti-Spoofing & Data Integrity: The VTS User shall not use VPNs, GPS spoofing software, mock location apps, or multiple devices to artificially manipulate their physical location or inflate their VTS. Any attempt to artificially manipulate the trust algorithm constitutes fraud and will result in an immediate ban, asset confiscation, and potential reporting to relevant B2B enterprise partners.

Identity & Corporate Breach: Impersonate any person, use another employee’s corporate email credentials, upload falsified IDs, or provide information that is false, inaccurate, or misleading.

System Integrity & IP: Attempt to interfere with, disrupt, or undermine the algorithmic operation, functionality, or security of the Platform. You shall not distribute viruses, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Varadhi algorithm or software.

Professional Conduct: Write, send, or upload any content that is defamatory, abusive, obscene, profane, offensive, or sexually explicit. As a gated network for corporate professionals, strict workplace-appropriate conduct is mandated at all times.

Regulatory & Commercial Liability: Engage in any activity that could create liability for Us, or cause Us to become subject to regulation as a commercial transportation carrier, taxi service, or gig-worker platform.

Ecosystem Exploitation: Commute with family, friends, or roommates with the sole intention of exploiting the Platform’s incentives. You are strictly prohibited from conducting “ghost rides” to artificially farm V-Lifes, manipulate the Varadhi Trust Score (VTS), or extract the Annual Success Share pool.

Single Account Mandate: Unless expressly agreed by Us in writing, Users are strictly limited to one (1) user account per person, which shall be non-transferable. Creating multiple accounts on a single Device to bypass the Corporate Firewall or manipulate referral bounties is strictly prohibited.

The V-Minute Economy & Upfront Fare Lock: All localized commutes are calculated exclusively in time-based “V-Minutes,” completely ignoring distance. The Platform utilizes an Upfront Fare Lock (e.g., specific V-Minute rates for V-Club Members versus standard Guests). This upfront calculation is a strict, mathematically binding financial contract. No extra charges or fiat adjustments apply for normal traffic delays once the commute is locked.

Off-Platform Circumvention (No Cash Policy): To protect the safety of the Corporate Firewall and the integrity of the algorithm, all payments must be executed via the in-app wallet. Soliciting, offering, or accepting direct offline cash or direct personal UPI transfers for a commute is strictly prohibited and will result in immediate termination.

Zero Commission & Instant Internal Settlement: The Platform extracts strictly 0% commission from the Pro’s base V-Minute fare. Upon successful completion of a ride, the agreed-upon V-Minutes are instantly transferred from the Member’s wallet to the Pro’s internal ledger.

The Withdrawal Gate (Pros): Pros acknowledge and agree that accumulated V-Minutes are internal utility tokens. These tokens can only be converted into fiat currency and withdrawn to a registered bank account or UPI ID during the strict Weekend Settlement Window (Friday 6:00 PM to Sunday 11:59 PM IST). Withdrawals outside this designated window are not permitted.

Non-Refundable Assets: All payments facilitated through the Platform into the internal wallet, including subscription payments (such as the V-Club membership tier) and bonus token allocations (such as V-Lifes or daily login bonuses), are final and strictly non-refundable.

Fraud & Asset Seizure: The Platform reserves the right to scrutinize any ride activity. In the event of algorithmic time-fraud, GPS spoofing, or violation of the Restricted Conduct rules Section ‘Restricted Conduct & Platform Integrity’, the Platform reserves the absolute right to freeze the User’s wallet, suspend the account, and permanently confiscate all V-Minutes and V-Lifes, sweeping them into the Varadhi Corporate Treasury.

The V-Referral Protocol (1% Royalty System): The Platform incentivizes ecosystem growth through a continuous 1% royalty mechanism. Referral rewards are strictly calculated based on the active role of the referred corporate peer:

Member Referrals: Verified Users who successfully refer a new Member (Passenger) shall receive a continuous 1% V-Referral Royalty calculated based strictly on the total fiat value of V-Minutes purchased (wallet top-ups) by the referred Member.

Pro Referrals: Verified Users who successfully refer a new Pro (Provider) shall receive a continuous 1% V-Referral Royalty calculated based strictly on the total V-Minutes successfully earned by the referred Pro through completed commutes.

VTS User Exclusion (Zero V-Lifes): The V-Referral Protocol is strictly for active ecosystem participants. Passive VTS Users do not qualify for equity rewards. Referrals made by, or for, VTS Users do not generate, earn, or add any V-Lifes to any User’s wallet.

Eligibility & Forfeiture: All accrued V-Referral Royalties are credited as internal platform tokens and are subject to our previously established rules regarding the strict Withdrawal Gate and Asset Confiscation. Any attempt to exploit the referral protocol via duplicate accounts will result in immediate forfeiture of all royalties.

The unlimited Success Share (Loyalty & Engagement Reward System) Varadhi thrives because of its active, reliable corporate community. To reward you for consistently using the Platform and building the network, we have created the “unlimited Success Share.” By actively completing commutes, you earn internal loyalty coins called “V-Lifes.” You explicitly acknowledge and agree to the following mechanics regarding how these coins are valued and paid out:

Unlimited Earning Potential: There is no cap on how many V-Lifes you can collect. You have the potential to build your unlimited Success Share simply by being a highly active, punctual, and reliable User (Pro or Member) on the Platform throughout the year. The more you actively use Varadhi, the larger your piece of the reward pool becomes.

The End-of-Year Bonus Pool (Company Discretion): At the end of the year, the Company’s board of directors will review the Platform’s growth. At its sole and absolute discretion, the Company will decide the total reward amount to allocate to the unlimited Success Share pool to give back to the community. The Company reserves the absolute right to determine the size of this pool, or whether a pool will be distributed at all in a given year, based on business performance.

How Your Payout is Calculated: If a reward pool is authorized by the Company, the total pool is mathematically divided by the total number of V-Lifes held by all active users in the ecosystem. This determines the exact V-Minute value of one (1) V-Life for that specific year. Your personal payout is then calculated by multiplying this value by the number of V-Lifes you have legitimately collected.

Direct Wallet Transfer (V-Minutes): Your calculated unlimited Success Share payout will be credited directly to your Varadhi wallet strictly in the form of V-Minutes. No fiat currency or cash will be distributed for this reward. These rewarded V-Minutes are added to your internal ledger and are governed by our previously established rules regarding platform withdrawals and utility.

Strictly Not Legal Equity (The Corporate Shield): V-Lifes are exclusively digital loyalty and engagement coins designed to reward active platform usage. They do not represent, constitute, or entitle the User to any real legal shares, ownership, voting rights, ESOPs, or formal corporate equity in Varadhi Tech Mobility Private Limited.

Wallet Dormancy (The Expiration Rule): To maintain ecosystem liquidity and prevent permanent financial liabilities, the Company enforces a strict 365-day expiration protocol. If a User’s account remains entirely inactive (defined as executing zero active commutes and generating zero passive VTS data) for a continuous period of 365 days, the account will be legally classified as ‘Dormant.’ Upon dormancy, all accrued V-Minutes, V-Lifes, and Referral Royalties will automatically expire and be permanently swept into the Varadhi Corporate Treasury without any fiat compensation, refund, or prior notice.

Taxes, GST & Statutory Deductions: The Platform operates on a 0% commission model for peer-to-peer V-Minute transfers. The Pro is solely and exclusively responsible for declaring their fiat earnings and paying all applicable local, state, and federal income taxes. However, to ensure strict compliance with Indian tax regulations (including the Income Tax Act, 1961, and applicable GST laws), the Company explicitly reserves the right to enforce the following:

On Member Purchases (Wallet Top-Ups): Applicable Goods and Services Tax (GST) and payment gateway processing fees will be calculated and collected on all fiat transactions when a Member buys V-Minutes or pays for a V-Club subscription.

On Pro Withdrawals (Fiat Payouts): The Company reserves the right to deduct Tax Deducted at Source (TDS), applicable GST (for gateway processing or platform operational fees), and any other statutory deductions directly from the Pro’s fiat payout during the Weekend Settlement Window prior to transferring the funds to their bank account.

Regulatory Positioning of V-Minutes/V-Lifes: V-Minutes and V-Lifes are internal, non-transferable-to-third-parties utility and loyalty units of account, usable strictly within the closed Varadhi ecosystem, and are not a “deposit” under the Companies Act, 2013 or the RBI (Acceptance of Deposits) rules, not a “security” under the Securities Contracts (Regulation) Act, 1956, and not intended to constitute a “prepaid payment instrument” requiring authorisation under the Payment and Settlement Systems Act, 2007. The Company shall keep the design and operation of the internal wallet, including the Weekend Settlement Window fiat-withdrawal mechanic, under continuous review, and reserves the right to modify or restructure the same at any time to ensure and maintain compliance with any present or future direction of the Reserve Bank of India or other competent regulator.

FAILED TRANSACTIONS & DOUBLE CHARGES: While standard transactions are non-refundable, we process refunds strictly in the event of technical failures involving our third-party payment gateway (e.g., Razorpay):

REFUND PROCESSING TIMELINES & METHOD: If a refund is approved under the technical failure criteria described under ‘Failed Transactions & Double Charges’ above:

CHARGEBACKS & DISPUTES: If you experience a billing issue, we strictly request that you contact our support team first to resolve it amicably. Raising an unfounded chargeback with your bank or credit card issuer is considered a breach of our Corporate Firewall and will result in immediate suspension of your Varadhi account, forfeiture of all V-Minutes, and the syndication of your dispute to the VIBI network.

TAXES & GST INVOICING: All V-Minute top-ups, V-Club subscription payments, and applicable fees are inclusive/exclusive (as displayed at checkout) of applicable Goods and Services Tax (GST). A tax invoice will be made available to you electronically for every successful wallet top-up or subscription payment, in accordance with the Central Goods and Services Tax Act, 2017. GST already charged and remitted to the appropriate authority on a transaction is not refundable, even where the underlying V-Minutes are subsequently forfeited under ‘Fraud Detection, Penalties & The Corporate Sweep’ Section.

Transit & Telemetry Fraud:

Ecosystem & Asset Abuse:

Referral Manipulation:

The Friction Penalties (Cancellation Mechanics):

The Corporate Sweep (100% Platform Retention):

NATURE OF CANCELLATION PENALTIES (GENUINE PRE-ESTIMATE OF LOSS): The Advance Member Cancellation, Late Member Cancellation, and Pro Cancellation charges set out under ‘The Friction Penalties (Cancellation Mechanics)’ above represent the Parties’ genuine pre-estimate, agreed in advance, of the administrative, opportunity, and ecosystem-disruption loss reasonably likely to be suffered by the Company and/or the counterparty User upon such a cancellation, and are levied as reasonable compensation within the meaning of Section 74 of the Indian Contract Act, 1872, and not as a penalty.

Zero Equity Rule (No V-Lifes for Cancellations):

Ride Share Rating for the Pro (Provider): Upon completion of a commute, the Pro is evaluated by the Member and the algorithm based on strict operational metrics: adherence to the 50-meter GPS proximity lock, punctuality, driving safety, and professional conduct. This active ride-sharing performance directly calibrates the Pro’s VTS.

Ride Share Rating for the Member (Passenger): Upon completion of a commute, the Member is evaluated by the Pro and the algorithm based on punctuality (adherence to the V-Wait protocol), respect for the Pro’s vehicle, and professional workplace conduct during transit. This behavioral verification dynamically adjusts the Member’s VTS.

Algorithmic Rating for the VTS User (Passive Mode): Because the VTS User does not participate in active commutes, they receive zero subjective Ride Share Ratings. Instead, their VTS is calculated entirely by algorithmic telemetry: their 300-point Identity Baseline (via the Corporate Firewall) and their ongoing 30-day “Track & Vanish” Commute Consistency between designated Home and Office geofences.

B2B Syndication & Financial Utility: The Platform reserves the right to syndicate your anonymized or explicitly authorized VTS to B2B enterprise partners (such as banks, lenders, or insurtech platforms). This data equity may be used to unlock financial rewards or underwrite loans based on your verified professional reliability, regardless of whether you act as a Pro, Member, or passive VTS User.

Continuous VIBI Assessment: The Company continuously assesses ecosystem health, system integrity, and User reliability through our proprietary VIBI engine. You acknowledge that your behavioral data, commute execution, and platform interactions are continuously evaluated to enforce the Corporate Firewall.

Voluntary User Feedback: Users may, but are not obligated to, provide subjective feedback, suggestions, comments, or ideas relating to the Platform’s features or the algorithmic matching system (“Feedback”).

Algorithmic Training & Unrestricted Exploitation: By providing Feedback or generating behavioral data within the Varadhi network, the User hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free right to use, adapt, and exploit such Feedback using all means without restriction. This explicitly includes the absolute right to utilize your Feedback and data to train, optimize, and syndicate the VIBI trust models for future B2B deployment, without any obligation or financial compensation to the User.

Breach & Fraud: Your breach of these Terms, the Privacy Policy, or any fraud regarding your Corporate Verification and Identity Baseline.

Transit Liability: Your ownership, use, or operation of a passenger vehicle, including any failure to maintain active personal health or third-party vehicle insurance as strictly mandated by the Platform.

Algorithmic Immunity (VIBI & VTS): Any claims, financial losses, or disputes arising from the algorithmic calculation, application, or B2B syndication of your Varadhi Trust Score (VTS). You explicitly indemnify the Company against any algorithmic friction penalties (including V-Wait deductions and the Corporate Sweep) enforced by the VIBI engine based on your telemetry data.

Legal Violations: Your violation of any applicable local laws, traffic regulations, or the rights of a third party during a commute.

Data & IP Claims: Any allegation that the information, corporate credentials, or Feedback you submit to Us violates the intellectual property or privacy rights of any third party or former employer.

Zero Transit Liability: We have no responsibility whatsoever for the actions or conduct of the Members or the Pros. The Company assumes zero financial, medical, or legal liability for on-road incidents, accidents, physical injuries, or transit disputes. Responsibility for providing or accepting a commute rests solely with You.

Information & Cancellations: The Company will not be responsible for false, misleading, or inaccurate information provided by a User, nor for any damages or losses resulting from the cancellation of a ride by either party.

The Liability Cap (The INR 2,000 Shield): Notwithstanding anything to the contrary herein set out, the Company’s aggregate liability under these Terms — whether arising from algorithmic matching errors, platform downtime, or any other claim — shall not exceed the total fiat value of the V-Minutes currently held in your wallet, or INR 2,000 (Indian Rupees Two Thousand only), whichever is strictly lower.

Not a Transport Operator: It is hereby expressly clarified that Varadhi Tech Mobility Private Limited operates strictly as a B2B Technology Matchmaking Platform. We are not a commercial transport operator, taxi aggregator, or gig-worker employer. We merely provide the technological algorithm (the 2 km Geo-Fence and VIBI matching) to enable the discovery of corporate peers. We are completely uninvolved in the actual physical commute.

Independent User Discretion: The decision to offer a commute (as a Pro) or accept a commute (as a Member) lies solely with the Users. Any such decision, following an algorithmic match facilitated by the Platform, is made independently. The Platform assumes no responsibility or liability whatsoever for any ride voluntarily undertaken.

The VIBI & Corporate Firewall Disclaimer: While the Platform utilizes the Corporate Firewall to verify employment and the VIBI engine to calculate a Varadhi Trust Score (VTS), these are strictly algorithmic data tools. The Company cannot completely ensure that a User is who they claim to be offline, nor can we guarantee their driving ability, physical safety, or behavioral conduct. The VTS is a probabilistic trust metric, not a physical security guarantee.

No Guarantee of Matches or Availability: The Company provides the Platform on a strict “as is” and “as available” basis. We do not represent, warrant, or guarantee that your use of the Platform will result in successful ride matches, or that there will be sufficient Pros or Members on your specific route.

Algorithmic Autonomy & Modifications: We reserve the absolute right to change, modify, or update the algorithmic logic of the VIBI engine, the calculation of the Varadhi Trust Score, the V-Minute Upfront Fare Lock, and the Friction Penalty structures at any time, without prior notice.

Telemetry & Hardware Limitations: The Platform relies heavily on third-party mobile hardware and GPS networks. The Company completely disclaims all liability for mobile hardware latency, network outages, battery failures, or “GPS drift” that may prevent the 50-meter proximity lock, the V-Wait Protocol, or the passive VTS telemetry from functioning correctly.

General Software Warranties: To the fullest extent permitted by law, the Company disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose. We do not warrant that your use of the Services will be accurate, uninterrupted, secure, or free of software bugs, defects, viruses, or other harmful components.

Third-Party Integrations & API Failures: The Platform integrates with third-party services (e.g., mapping APIs for routing, banking gateways for the Weekend Settlement Window). The Company assumes zero liability for commute disruptions, inaccurate distance calculations, or delayed fiat withdrawals caused by the downtime, failure, or inaccuracy of these third-party integrations.

Vehicle Roadworthiness & Asset Condition: The Company does not physically inspect, maintain, or verify the mechanical condition of any vehicle registered on the Platform. The Pro assumes 100% absolute liability for ensuring their 2-wheeler is legally roadworthy (including functioning brakes, tires, and valid PUC). We disclaim all liability for any accidents caused by mechanical failure.

Financial & Employment Consequences: Because the Platform utilizes corporate email verification and syndicates the VTS to B2B partners, Users acknowledge that poor algorithmic ratings or Trust Scores may theoretically impact third-party financial assessments (e.g., loan underwriting). The Company strictly disclaims any liability for financial, professional, or employment-related damages resulting from a User’s VTS or platform activity.

Account Compromise & Device Security: You are solely responsible for maintaining the security of your Device and corporate email. The Company disclaims all liability for unauthorized access, fraudulent rides, or V-Minute/V-Life depletion resulting from a lost, stolen, or compromised Device.

Definition of Confidential Information: For the purposes of this Platform, “Confidential Information” strictly includes, but is not limited to: the algorithmic logic of the VIBI engine, the matching parameters of the 2 km Geo-Fence, the V-Minute internal economic structures, pre-release Beta software features, and the verified corporate credentials of other Users.

Mutual Non-Disclosure: The Parties shall not at any time divulge, screenshot, screen-record, or allow to be divulged to any third party or competitor, any Confidential Information. You explicitly agree not to harvest or publicly expose the corporate affiliations or commute routes of your matched peers.

Exceptions for Public Domain & Legal Compulsion: The obligations of secrecy shall not apply to information that enters the public domain without breach by either Party. No Party shall be precluded from disclosing information if strictly compelled by a binding court order or valid legal proceeding, provided the Company is notified prior to such disclosure.

Perpetual Survival: The obligations regarding confidentiality and trade secrecy under this clause are absolute and shall survive the termination, suspension, or deletion of your User account and these Terms.

Governing Law: This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of India.

Exclusive Jurisdiction: Because the Company’s registered office and core operational footprint are centralized in Chennai, both Parties irrevocably agree that, subject to ‘Binding Arbitration’, all legal proceedings or disputes shall be submitted to the exclusive jurisdiction of the competent courts at Chennai, Tamil Nadu, India, irrespective of the User’s State of domicile, residence, or the location from which a commute was booked, offered, or completed.

Amicable Resolution: In the event of a dispute arising out of or relating to these Terms, the algorithmic matching, or the V-Minute economy, the Parties shall first endeavor to resolve the dispute amicably within fifteen (15) days from the date on which the dispute was formally notified in writing to the Company.

Binding Arbitration: Failing amicable resolution within the 15-day period, to the extent permitted by applicable law, all disputes or differences whatsoever shall be settled by a sole arbitrator nominated by the Company as per the Arbitration and Conciliation Act, 1996 (as amended). The seat and venue of the arbitration shall be strictly at Chennai, Tamil Nadu, and the arbitration proceedings shall be conducted in the English language. The award of the arbitrator shall be final, binding, and conclusive on both You and the Platform.

Unilateral Amendment Right: The Company reserves the absolute right to modify, amend, or update these Terms, the VIBI algorithmic parameters, the Corporate Firewall requirements, and the V-Minute economy rules at any time, with or without prior direct notice to the User.

Implied Consent: Your continued access to the Corporate Firewall or use of the Platform after any such amendment becomes effective constitutes your absolute and legally binding consent to the amended Terms.

User Responsibility: You shall, at all times, be solely responsible for regularly reviewing the Terms on the Platform. If you object to any amended Term, your sole and exclusive remedy is to permanently delete your account and cease using the Services.

Grievance Officer (Rule 3(2), IT Rules, 2021): In compliance with the Information Technology Act, 2000, and the IT Rules, the Company has appointed a Grievance Officer, whose particulars are as follows:

The Grievance Officer shall acknowledge every complaint within twenty-four (24) hours of receipt and shall endeavour to dispose of the complaint within fifteen (15) days from the date of its receipt, save where a shorter statutory timeline applies.

Nodal/Grievance Redressal under Consumer Protection Act, 2019: In compliance with the Consumer Protection Act, 2019, and the Consumer Protection (E-Commerce) Rules, 2020 (to the extent applicable to the Platform), the Company additionally publishes the following disclosures: legal entity name — Varadhi Tech Mobility Private Limited; principal place of business — PLOT 2B S.NO.56/2B 56/2, YASWANTH A VENUE PHASE 1, Melakkottaiyur, Chengalpattu, Kanchipuram- 600127, Tamil Nadu; GSTIN — GSTIN · to be added; customer support/grievance email — grievance@varadhiclub.com. A User with an unresolved grievance may also approach the appropriate Consumer Disputes Redressal Commission or the National Consumer Helpline.

Electronic Communication: We may communicate with you strictly via your verified corporate email, registered mobile number, or electronic push notifications deployed directly through the Varadhi App.

Official Notices: All formal legal notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier, or official email to the registered addresses of the Parties. The Company shall issue notices to Users via the contact details provided during the Corporate Verification process.

Support & Dispute Timelines: You may contact us or raise a support ticket by writing an email to support@varadhiclub.com. The Company shall make its best commercial endeavor to review, process, and address the ticket within 15 (fifteen) days from the date on which it was raised. However, the Company explicitly reserves the right to extend this timeline for complex issues involving V-Minute financial audits, transit fraud investigations, or algorithmic Trust Score disputes, without constituting a breach of these Terms.

Corporate Firewall Breach: You breach these Terms, or We are unable to verify, authenticate, or maintain the active status of your B2B corporate credentials (e.g., you lose access to your verified @company.com email).

Algorithmic Failure (Low VTS): Your Varadhi Trust Score (VTS) falls below the Platform’s acceptable minimum threshold due to poor Peer Behavioral Verification, consistent punctuality failures, or violation of the V-Wait Protocol.

Ecosystem & Transit Fraud: The VIBI engine detects or suspects that you have engaged in telemetry manipulation, GPS spoofing, V-Minute farming, or any fraudulent activity in connection with the Platform.

Regulatory & Financial Risk: We believe that your actions may cause financial loss to the Platform, or risk subjecting Us to regulation by any state government as a commercial taxi operator, transport agency, or gig-worker employer.

Unprofessional Conduct: You misuse the Platform, harass other corporate peers, or behave in a manner that violates standard B2B workplace conduct, safety protocols, or local laws.

Asset Confiscation (The Corporate Sweep): In the event of account suspension or termination due to fraud, route deviation, manipulation of the VTS, or breach of the Corporate Firewall, the Platform reserves the absolute right to permanently confiscate all accrued V-Minutes, V-Lifes, and Referral Royalties in the User’s wallet. These confiscated internal assets will be immediately swept into the Varadhi Corporate Treasury without any fiat compensation or refund.

The VIBI Blacklist & Data Retention: Upon termination for a breach of these Terms, We reserve the right to retain an archived cryptographic hash of your corporate credentials, vehicle registration, and identity documents as required by law and to enforce a permanent platform blacklist. We maintain sole discretion to bar your use of the Services indefinitely.

Immediate Access Revocation: The Company reserves the right to render the Platform and the Corporate Firewall inaccessible to the breaching User (temporarily or permanently) with or without notice, and without prejudice to further legal claims We may choose to initiate in the competent courts of Chennai, Tamil Nadu, in accordance with Section ‘Governing Law & Dispute Resolution’.

Peer-to-Peer Dispute Release: In the event that You have a physical, financial, or behavioral dispute with one or more Users (whether a Pro, Member, or VTS User), You explicitly agree to fully release the Company, its officers, directors, and agents from all claims, demands, and damages (actual and consequential) of every kind and nature, arising out of or in any way connected to such disputes.

Force Majeure: The Company shall not be liable for any failure or delay in performing its obligations under these Terms, or for any consequent commute disruption, V-Minute miscalculation, or Weekend Settlement Window delay, where such failure or delay results directly or indirectly from any cause beyond its reasonable control, including acts of God, fire, flood, epidemic/pandemic, war, riot, strike, act of any government or regulatory authority, internet or telecommunications failure, or failure of a third-party payment gateway, mapping API, or hosting provider.

Severability: If any provision of these Terms is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, and the remaining provisions of these Terms shall continue in full force and effect.

Assignment by the Company: The Company may assign, transfer, or novate its rights and obligations under these Terms, in whole or in part, to any successor entity, acquirer, or affiliate, including in connection with a merger, acquisition, corporate restructuring, or sale of assets, without the User’s consent, and without any change to the User’s rights and obligations hereunder.

Relationship with the Privacy Policy: These Terms, including the cancellation, refund, and payment-processing provisions set out above, are to be read together with the Varadhi Privacy Policy, published on the Platform and incorporated herein by reference. In the event of any conflict between these Terms and the Privacy Policy on a matter within its specific subject matter, the Privacy Policy shall prevail to the extent of the conflict.

No Waiver: Our failure to act with respect to a breach by You or others does not waive Our right to act with respect to subsequent or similar breaches of the VIBI protocol, the Corporate Firewall, or these Terms.

Independent Status (No Gig-Work): You agree and explicitly acknowledge that no agency, partnership, joint venture, employment, or commercial gig-worker relationship is created between You and the Company under these Terms. Users operate strictly as independent corporate peers sharing a commute.

Non-Assignment & Identity Lock: Your account and internal V-Minute ledger are strictly tied to your verified Corporate Identity. You must not assign, transfer, trade, or otherwise encumber your account, V-Lifes, or any rights or obligations under these Terms to any other person. No provision of these Terms shall be enforceable by a third party.

Survival: All provisions of these Terms which by their inherent nature should survive termination — including, as we have already established, those relating to algorithmic immunity, limitations of liability, indemnity, asset forfeiture, confidentiality, and governing law — shall survive any termination, account deletion, or expiration of this Agreement.

Entire Agreement: This Agreement sets forth the entire understanding and agreement between the Users and the Platform with respect to the subject matter hereof, superseding any prior verbal or written communications or promotional materials.

Intellectual Property Ownership: All intellectual property rights, title, and interest in the Platform, the Varadhi brand, the VIBI engine, the Varadhi Trust Score (VTS) algorithm, the V-Minute economy architecture, and all underlying software code, UI/UX designs, and logos belong solely and exclusively to Varadhi Tech Mobility Private Limited. Your use of the Services does not grant you any ownership rights or licenses to our intellectual property.