Terms of Service.

These Terms of Service ("Terms") are a legally binding agreement between you and "Sanothimi," which refers to the software and technology services operated by Chandan Sharma ("Sanothimi," "we," "us," or "our") based in Nepal, and the person or organization accessing or using our websites, software, applications, APIs or services (the "Services," "Customer," "you," or "your"). By accessing or using a Sanothimi Service, creating an account, subscribing to a Service, signing an order form, or otherwise indicating acceptance, you agree to these Terms. If you are using a Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, do not access or use our Services.

"Services" means Sanothimi's websites, SaaS products, applications, APIs, and related services, including NUVORA and any other product operated by Sanothimi. "SaaS Product" means a specific hosted software product offered by Sanothimi under these Terms. "Account" means a Customer's registered account with Sanothimi. "Customer" means the organization or individual that registers for or subscribes to a Service. "User" means any individual authorized by a Customer to access a Service under the Customer's Account. "Customer Data" means any data, content, or information submitted, uploaded, or generated by a Customer or its Users within a Service. "Personal Data" means information relating to an identified or identifiable natural person, as further described in our Privacy Policy. "Subscription" means the paid or trial plan under which a Customer is authorized to access a Service. "Subscription Term" means the period during which a Subscription is active. "Documentation" means the user guides, help materials, and technical documentation Sanothimi publishes for a Service. "Third-Party Services" means services, integrations, or software provided by a party other than Sanothimi that interoperate with a Service. "Order Form" means a document, online purchase flow, or agreement referencing these Terms that specifies the Service, plan, and fees purchased by a Customer.

Sanothimi provides websites, cloud software, SaaS applications, mobile applications, APIs, integrations, automation, analytics, and AI-enabled features, together with related support and professional services. Sanothimi's current SaaS portfolio includes NUVORA and may expand to include additional products over time. These Terms govern all Services generally. Where a specific SaaS Product has additional product-specific terms, order forms, service agreements, or policies, those product-specific terms apply in addition to these Terms and, to the extent of any conflict regarding that specific product, will control as stated in that product-specific agreement.

You must be legally capable of entering into a binding contract to use our Services. If you are registering on behalf of an organization, you represent that you are authorized to accept these Terms on that organization's behalf and to bind it to any applicable Order Form. You are responsible for ensuring that your use of the Services, and the use by any Users you authorize, complies with applicable law.

To use a Service, you must complete registration and provide accurate, current, and complete information about yourself or your organization. You must designate at least one Account administrator responsible for managing Users, permissions, and settings within your Account. You are responsible for maintaining the confidentiality and security of all login credentials associated with your Account, for all activity that occurs under your Account, and for promptly notifying us of any unauthorized access or use.

Sanothimi Services are offered under various Subscription models, which may include monthly plans, annual plans, usage-based plans, enterprise plans, and free trials. The specific plan, features, and limits applicable to your Account are described in the applicable Order Form, plan page, or Documentation for the Service you use. Sanothimi may introduce, modify, or retire specific plans over time, subject to the notice provisions in these Terms.

Subscription fees are billed in advance on a monthly or annual cycle as selected at signup or in the applicable Order Form, unless otherwise agreed. Subscriptions renew automatically at the end of each billing cycle unless cancelled in accordance with these Terms. Fees are exclusive of applicable taxes, duties, and government levies unless stated otherwise; you are responsible for any such amounts other than taxes on Sanothimi's net income. Sanothimi may change its fees for future billing cycles with reasonable advance notice.

Sanothimi may offer free trials of certain Services. Trial duration, feature limitations, and data-handling terms will be disclosed at the time the trial is offered. Unless you cancel before the trial ends, a trial may automatically convert to a paid Subscription where you have provided billing details, or may simply expire and restrict access to the Account where no billing details were provided. Sanothimi may terminate or modify a trial at any time without liability.

You authorize Sanothimi or its payment processor to charge your designated payment method for all applicable fees. If a payment fails, we may retry the charge, suspend your Account, or both, after providing reasonable notice. Except as required by law or expressly stated in these Terms or an Order Form, fees are non-refundable. Late payments may be subject to suspension as described in Part 21 (Suspension).

Subject to your compliance with these Terms and payment of applicable fees, Sanothimi grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during your Subscription Term solely for your internal business or institutional operations. This license does not transfer any ownership of the Services to you. You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, or attempt to derive the source code of any Service, except to the extent such restriction is prohibited by applicable law.

You are responsible for: maintaining the security of your Account and User credentials; using the Services in compliance with applicable law and these Terms; obtaining any permissions or consents required to submit Customer Data to a Service; ensuring the accuracy of information you provide; and ensuring that Customer Data uploaded to a Service is lawful and that you have the right to submit it.

You agree not to use the Services to: violate applicable law, including Nepal's Electronic Transactions Act, Labour Act, and Privacy Act; transmit unlawful, defamatory, or infringing content; attempt to gain unauthorized access to any system or data; interfere with or disrupt the integrity or performance of a Service; introduce malware; or knowingly submit false, misleading, or inaccurate information into a Service. Sanothimi may investigate and take appropriate action, including suspension, for any suspected violation of this Part.

As between the parties, you retain ownership of all Customer Data. You grant Sanothimi a limited right to host, process, transmit, reproduce, and otherwise handle Customer Data only as reasonably necessary to provide, secure, maintain, support, and improve the Services you have subscribed to, subject to applicable law and any applicable Data Processing Agreement. Sanothimi does not acquire ownership of Customer Data merely because you use the Services.

Services may integrate with or rely on Third-Party Services, including cloud infrastructure providers, payment gateways, communication providers, and APIs. Sanothimi is not responsible for the acts, omissions, availability, or terms of any Third-Party Service. Your use of a Third-Party Service in connection with a Sanothimi Service may be subject to that third party's own terms.

Sanothimi owns and retains all right, title, and interest in and to the Services, including all software, source code, architecture, design, trademarks, logos, and Documentation, and all intellectual property rights therein. You retain ownership of Customer Data and any content or materials you create using the Services, subject to the limited rights granted to Sanothimi under Part 13 as reasonably necessary to operate the Services.

Each party agrees to protect the other party's non-public, confidential information using at least the same degree of care it uses to protect its own confidential information, and not to disclose it to third parties except as permitted by these Terms, required by law, or necessary to provide or receive the Services. This obligation survives termination of these Terms.

Our collection, use, and handling of Personal Data is described in our Privacy Policy, available at /privacy. Where Sanothimi processes Personal Data on behalf of a business Customer as a processor or service provider, the parties may enter into a Data Processing Agreement, available at /dpa, which forms part of these Terms where executed or otherwise agreed to apply.

Sanothimi maintains administrative, technical, and organizational safeguards designed to protect the Services and Customer Data, as further described in our Security Policy, available at /security. You are responsible for maintaining reasonable security practices on your end, including credential hygiene and access management within your Account.

Sanothimi aims to keep the Services available and reliable, but the Services may be temporarily unavailable due to scheduled maintenance, emergency maintenance, third-party outages, or events beyond our reasonable control. Where practical, Sanothimi will provide advance notice of scheduled maintenance likely to cause a service interruption. We do not guarantee uninterrupted or error-free operation of the Services.

Sanothimi provides standard support for the Services through the channels described in our Support Center, typically including email and, where applicable, phone or chat. Enterprise or premium Customers may be entitled to additional support levels as described in their applicable Order Form.

Where applicable to a specific Service, Sanothimi performs periodic backups of Customer Data as described in that Service's Documentation or our Security Policy. Sanothimi provides reasonable data export functionality for active Accounts. You are responsible for maintaining your own copies of Customer Data that you consider critical, in addition to relying on Sanothimi's backups.

Sanothimi may suspend your access to a Service, in whole or in part, where reasonably necessary to address: a security threat; suspected illegal activity or fraud; a material breach of these Terms or the Acceptable Use provisions; non-payment of fees; or a risk to the security, availability, or integrity of the Services for other customers. Where practical, Sanothimi will provide notice of a suspension and the reason for it.

You may cancel your Subscription at any time in accordance with the cancellation process described for your Service or by contacting support@sanothimi.com. Sanothimi may terminate or decline to renew your access to a Service for material breach of these Terms, non-payment that remains unresolved after reasonable notice, or as otherwise permitted under an applicable Order Form.

Upon termination or expiry of your Subscription: your access to the applicable Service ends; you will have a reasonable period, as described in the applicable Service's Documentation, to export your Customer Data before it is deleted; backups are retained and eventually deleted in accordance with our data retention practices; and any fees owed for the period prior to termination remain due. Sanothimi may retain limited data as required by applicable law or for legitimate record-keeping purposes.

Sanothimi warrants that it will provide the Services in a manner materially consistent with the applicable Documentation. Except as expressly stated in these Terms or an applicable Order Form, the Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law. Sanothimi does not warrant that the Services will be uninterrupted, error-free, or that outputs (including any tax, accounting, or reporting calculations) are correct without appropriate professional verification.

You agree to indemnify and hold Sanothimi harmless from third-party claims, damages, and reasonable expenses arising out of: your unlawful use of the Services; Customer Data you submit; your breach of these Terms; or your infringement of a third party's rights, in each case to the extent caused by you or your Users.

To the maximum extent permitted by applicable law, Sanothimi's total aggregate liability arising out of or related to these Terms or the Services shall not exceed the total Subscription fees paid by you in the three (3) months preceding the event giving rise to the claim. Sanothimi is not liable for indirect, incidental, special, consequential, or punitive damages, or for loss of data resulting from actions taken by you or your Users, except where such limitation is not permitted by applicable law. This Part does not limit liability for gross negligence, willful misconduct, or other liability that cannot be limited under applicable law.

Neither party is liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters (such as earthquakes or floods), war, government action, epidemics, power failures, or major internet or infrastructure failures.

Sanothimi may modify, update, or discontinue features of a Service from time to time to improve functionality, security, or performance. Where a change is reasonably likely to have a material adverse effect on a Customer's use of a Service, Sanothimi will provide reasonable advance notice where practical.

Sanothimi may update these Terms from time to time. For material changes, we will provide reasonable advance notice, such as by posting an updated effective date on this page or notifying Account administrators. Continued use of the Services after a change takes effect constitutes acceptance of the updated Terms.

These Terms are governed by the laws of Nepal, without regard to conflict-of-law principles, except where an applicable Order Form or product-specific agreement with a Customer outside Nepal expressly specifies a different governing law for that relationship.

The parties will first attempt to resolve any dispute arising out of these Terms through good-faith negotiation. If a dispute cannot be resolved through negotiation within a reasonable period, it will be finally resolved by binding arbitration seated in Kathmandu, Nepal, conducted in accordance with Nepal's Arbitration Act, 2055 (1999), unless the parties agree in writing to a different mechanism or venue for a specific relationship.

Legal notices to Sanothimi should be sent to legal@sanothimi.com. Notices to you may be sent to the email address associated with your Account or posted within the applicable Service.

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect. A party's failure to enforce a provision is not a waiver of that provision. You may not assign these Terms without Sanothimi's prior written consent; Sanothimi may assign these Terms in connection with a merger, acquisition, or sale of assets. These Terms, together with any applicable Order Form and product-specific agreements, constitute the entire agreement between the parties regarding the Services. Provisions that by their nature should survive termination (including Parts 15, 16, 25, 26, and 33) will survive.

Sanothimi Operated by: Chandan Sharma Nepal Legal: legal@sanothimi.com Support: support@sanothimi.com