Terms of Service

These Terms of Service ("Terms") form a binding agreement between you ("Customer," "you," or "your") and Viraj International Inc., a New Jersey corporation doing business as CaratCloud ("CaratCloud," "we," "us," or "our"), with its principal place of business at 62W 47th St, Suite 310, New York, NY 10036.

By creating an account, accessing, or using the CaratCloud platform (the "Service"), you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that case, "you" and "your" refer to that entity.

CaratCloud is a business-to-business service. You may not use the Service for personal, family, or household purposes.

• "Service" — the CaratCloud software-as-a-service platform, including its web and mobile interfaces, APIs, and related documentation.
• "Customer Data" — all data, content, and information that you or your authorized users upload to, input into, or generate through the Service. This includes your inventory, customer records, transaction data, catalogs, and other business data.
• "Authorized User" — an individual you authorize to access the Service under your account (employees, contractors, agents).
• "End Buyer" — the retail customer of your jewelry business whose information you enter into the Service.
• "Subscription Term" — the period for which you have paid to use the Service (monthly or annual).
• "Documentation" — the user guides, help articles, and technical documentation we publish for the Service.

You must be at least 18 years old and capable of entering into a binding contract to use the Service. You agree to provide accurate, complete, and current information during registration and to keep that information up to date.

You are responsible for:

1. Maintaining the confidentiality of your account credentials
2. All activity that occurs under your account, whether or not authorized
3. Promptly notifying us at [email protected] of any unauthorized access or security incident

We may suspend or terminate accounts that contain false information or that we reasonably believe are being used in violation of these Terms.

4.1 Plans and Pricing

The Service is offered on a subscription basis with monthly and annual billing options. Current plans, features, and pricing are described on our website. We may change pricing for future Subscription Terms with at least 30 days' notice; price changes do not apply to your current paid Subscription Term.

4.2 Free Trial

We may offer a free trial of up to 6 months, depending on the promotion or offer under which you register. At the end of the trial period, you will need to select a paid subscription plan to continue using the Service. No payment information is required to start a trial. Trial data is retained for 30 days after trial expiry; see our Data Retention Policy.

Free trials are limited to one per business. Creating duplicate accounts to obtain additional trial periods is a violation of these Terms.

We reserve the right to decline, modify, or terminate any free trial at any time for any reason.

4.3 Payment Terms

You authorize us (or our third-party payment processor) to charge your designated payment method for all fees due. Fees are payable in advance and are non-refundable except as expressly stated in Section 4.5 or as required by law.

4.4 Auto-Renewal and Cancellation

Subscriptions automatically renew at the end of each Subscription Term (monthly or annual) at the then-current price unless you cancel before the renewal date. You will be charged the same recurring rate unless we have notified you of a price change at least 30 days in advance.

You can cancel at any time through your account settings or by contacting [email protected]. Cancellation is effective at the end of your current Subscription Term — you will retain access until then. We make cancellation at least as simple as the original sign-up process.

4.5 Taxes

Fees are exclusive of all taxes, levies, and duties. You are responsible for paying all applicable taxes associated with your subscription, except for taxes on our net income.

4.6 Refunds

Subscription fees are generally non-refundable. We may, at our sole discretion, provide refunds or credits in cases of significant Service unavailability, billing errors, or other exceptional circumstances. To request a refund, email [email protected] within 30 days of the charge.

4.7 Failed Payments

If a payment fails, we will attempt to charge again and will notify you. If payment remains unpaid for 14 days, we may suspend your account. If payment remains unpaid for 30 days, we may terminate your account. Reactivation may require payment of outstanding fees.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during your Subscription Term for your internal business purposes.

This license includes the right to authorize your Authorized Users to access the Service on your behalf. You are responsible for your Authorized Users' compliance with these Terms.

6.1 Ownership

You retain all rights, title, and interest in and to your Customer Data. We claim no ownership over it.

6.2 Limited License to Us

You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, process, display, and otherwise use your Customer Data solely for the purpose of providing and improving the Service, and as otherwise permitted by our Privacy Policy.

6.3 Your Responsibilities

You represent and warrant that:

1. You have all necessary rights and consents to upload Customer Data to the Service
2. Your Customer Data does not violate any law, infringe any third-party rights, or breach any contract
3. You will comply with applicable data protection laws when collecting and entering End Buyer information

6.4 Data Backup

While we maintain backups for disaster recovery (see Data Retention Policy), we recommend you maintain your own backups of Customer Data. We are not liable for loss of Customer Data except as described in Section 13.

6.5 Data Export and Deletion

You may export your Customer Data at any time through the Service's export functionality. Upon termination, you have 90 days to request a data export. See our Data Retention Policy for details on post-cancellation data handling.

You agree not to, and will ensure your Authorized Users do not:

1. Use the Service for any unlawful purpose or in violation of any applicable law or regulation
2. Upload or transmit any content that is infringing, defamatory, fraudulent, obscene, or otherwise objectionable
3. Use the Service to send unsolicited commercial communications (spam)
4. Attempt to gain unauthorized access to the Service, other accounts, or any systems connected to the Service
5. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by law
6. Use any automated means (bots, scrapers, crawlers) to access the Service, except as authorized through our API
7. Interfere with or disrupt the integrity or performance of the Service
8. Resell, sublicense, lease, or otherwise commercially exploit the Service without our prior written consent
9. Remove or obscure any proprietary notices on the Service
10. Use the Service to develop a competing product or service
11. Misrepresent the source, origin, or accuracy of jewelry products, certifications, or grades in the Service
12. Use the Service in any way that could damage CaratCloud's reputation, including by creating fraudulent listings or transactions

We reserve the right to investigate and take action against violations, including suspending or terminating accounts without refund.

The Service may integrate with third-party services (Amazon, Etsy, Shopify, payment processors, shipping carriers, etc.). Your use of these integrations is subject to the third party's own terms and privacy policies. We are not responsible for third-party services and do not endorse them.

If a third-party service changes, becomes unavailable, or terminates its integration, your use of the related Service features may be affected. We will use reasonable efforts to notify you but are not liable for such changes.

9.1 Our IP

We and our licensors own all rights, title, and interest in and to the Service, including all software, technology, designs, trademarks, logos, and documentation. Except for the limited license in Section 5, no rights are granted to you.

The name "CaratCloud," our logos, and other product names and slogans are trademarks of Viraj International Inc. You may not use them without our prior written consent.

9.2 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use that feedback without restriction or obligation to you.

9.3 Usage Data

We may collect and use aggregated and de-identified data derived from your use of the Service for analytics, product improvement, and benchmarking. We will not disclose this data in a form that identifies you or your business.

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. Confidential Information includes the Service's non-public features, our pricing, and your Customer Data.

Each party agrees to: (a) use the other's Confidential Information only as necessary to perform under these Terms; (b) protect it with at least the same care as its own confidential information, and no less than reasonable care; and (c) not disclose it to any third party except to employees, contractors, or advisors who are bound by confidentiality obligations.

This obligation survives for three years after termination, except for trade secrets, which remain protected for as long as they qualify as trade secrets.

11.1 Availability

We will use commercially reasonable efforts to make the Service available. The Service may be unavailable due to scheduled maintenance, emergency maintenance, third-party outages, force majeure events, or other circumstances beyond our reasonable control.

11.2 Support

Support is provided per the level included in your subscription plan. Standard support is available via [email protected] during business hours (9 AM – 6 PM EST, Monday – Friday).

11.3 Beta Features

We may make experimental or beta features available. Beta features are provided "as is," may be modified or discontinued at any time, and are not covered by any warranty or SLA.

14.1 By You

You agree to indemnify, defend, and hold harmless CaratCloud, Viraj International Inc., and our officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. Your Customer Data
2. Your use of the Service
3. Your violation of these Terms
4. Your violation of any law or third-party right, including any End Buyer claims arising from your business operations

14.2 By Us

We will defend you from any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages finally awarded against you (or settlements we agree to). This obligation does not apply to claims arising from: (a) your Customer Data; (b) modifications to the Service not made by us; (c) combination of the Service with other products or services not provided by us; or (d) use of the Service in violation of these Terms.

14.3 Procedure

The party seeking indemnification must: (a) promptly notify the other of the claim; (b) give the other sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party may not settle any claim that imposes obligations on the other party without consent.

15.1 Term

These Terms remain in effect for as long as you have an active account or unpaid obligations to us.

15.2 Termination by You

You may terminate by cancelling your subscription through your account settings or by emailing [email protected]. Cancellation takes effect at the end of your current Subscription Term.

15.3 Termination by Us

We may suspend or terminate your account immediately if:

1. You materially breach these Terms and fail to cure within 14 days of notice (where curable)
2. You fail to pay fees when due and the failure continues beyond the grace period in Section 4.7
3. You become insolvent, file for bankruptcy, or are subject to similar proceedings
4. We reasonably believe your use of the Service poses a security risk, exposes us to legal liability, or violates law

We may discontinue the Service or any feature with at least 30 days' notice, except in emergencies. If we discontinue the Service entirely, we will refund pre-paid fees for the unused portion of your Subscription Term.

15.4 Effect of Termination

Upon termination:

1. Your right to access the Service ends immediately (or at the end of the Subscription Term if you cancel for convenience)
2. You may request a data export per Section 6.5 and our Data Retention Policy
3. Outstanding fees become immediately due
4. Sections that by their nature should survive termination (including 6.1, 9, 10, 12, 13, 14, 17, and 18) will survive

We may modify these Terms from time to time. If we make material changes, we will notify you by email or in-app notice at least 30 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Service before the effective date.

Non-material changes (typos, clarifications, formatting) take effect immediately upon posting.

17.1 Governing Law

These Terms are governed by the laws of the State of New Jersey, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal Resolution

Before filing any formal claim, the parties agree to attempt informal resolution by sending a written notice to [email protected] describing the dispute. The parties will negotiate in good faith for at least 30 days before pursuing formal proceedings.

17.3 Binding Arbitration

Any dispute that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will take place in New Jersey and will be conducted in English by a single arbitrator. The arbitrator's decision will be final and may be entered as a judgment in any court of competent jurisdiction.

Each party will bear its own costs and attorneys' fees, unless the arbitrator determines otherwise.

17.4 Opt-Out

You may opt out of this arbitration provision by sending written notice to [email protected] within 30 days of first accepting these Terms. The notice must include your name, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in court per Section 17.6.

17.5 Class Action Waiver

17.6 Exceptions

Notwithstanding the above, either party may: (a) seek injunctive or equitable relief in a court of competent jurisdiction for misappropriation of intellectual property or breach of confidentiality; or (b) bring a claim in small claims court if it qualifies.

17.7 Jurisdiction for Court Proceedings

For any proceedings not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in the State of New Jersey.

Entire Agreement. These Terms, together with our Privacy Policy, Data Retention Policy, and any order forms or addenda, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

No Waiver. Failure to enforce any provision does not waive future enforcement of that or any other provision.

Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets.

Force Majeure. Neither party is liable for delays or failures in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, government action, labor disputes, internet failures, or third-party service outages.

Notices. Notices to us must be sent to [email protected]. Notices to you will be sent to the email associated with your account. Notices are effective on receipt.

Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Export Compliance. You agree to comply with all applicable export and import laws and regulations in your use of the Service.

CaratCloud (operated by Viraj International Inc.)
62W 47th St, Suite 310, New York, NY 10036

• Legal: [email protected]
• Billing: [email protected]
• Support: [email protected]
• Security: [email protected]