Adya
About These Terms
These Terms of Service ("Terms") form a binding agreement between you and Shayr Omnichannel Private Limited, a company incorporated in India that operates the Adya platform at adya.ai ("Adya", "we", "us", or "our"). By creating an account, accessing, or using the Adya platform, APIs, software, documentation, or related services (together, the "Services"), you agree to these Terms. If you do not agree, you must not use the Services.
If you are entering into these Terms on behalf of a company or other organisation, you represent that you have authority to bind that entity, and "you" refers to that entity.
Adya is a platform for building, deploying, and orchestrating AI agents. These Terms cover both people who build on Adya and organisations that deploy what they build.
Plain-language summaries appear in panels like this one throughout. They are for convenience only — the numbered clauses are what is legally binding.
Definitions
- "Platform" — the Adya software environment (including products such as Vanij) that enables users to build, configure, deploy, and orchestrate AI agents, applications, and automated workflows.
- "User-Built Solution" — any agent, application, workflow, model configuration, prompt, dataset, or other artifact that you create, configure, or deploy using the Platform.
- "Out-of-the-Box Agents" — pre-built agents Adya makes available, including the GTM Agent, Enterprise Strategy Agent, and Recruiter Agent, which you may use or adapt.
- "Customer Content" — data, prompts, files, instructions, and inputs you submit to the Platform, and outputs generated for you, excluding the Platform itself.
- "Connected Model" — a third-party large language model or AI service (for example, Anthropic Claude/Opus or OpenAI models) that you connect to the Platform.
- "Connector" — any integration the Platform provides with a third-party application, service, data source, or system (for example, CRMs, email or messaging providers, data warehouses, productivity tools, payment processors, and similar systems), used to send data to or receive data from such system.
- "Third-Party Service" — any service operated by a party other than Adya that you access through the Platform, including Connected Models and the third-party services reached through Connectors.
- "Credentials" — API keys, tokens, OAuth grants, or other authentication material used to access a Third-Party Service, whether supplied by you ("Customer Credentials") or provided by Adya as part of the Platform ("Adya-Provided Credentials").
Eligibility and Accounts
Eligibility
You must be at least 18 years old and capable of forming a binding contract to use the Services. The Services are intended for businesses, professional developers, and organisations — not for consumers acting for personal, household purposes.
Registration
You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for all activity under your account.
Account security
You are responsible for safeguarding your login credentials and any Customer Credentials you provide. You must notify us promptly of any unauthorised use. We are not liable for losses arising from your failure to maintain account security.
Teams and workspaces
Where you invite others into a workspace, you are responsible for their compliance with these Terms, and for the roles and permissions you assign to them.
The Platform and Third-Party Services
Adya is an orchestration platform. Many of the things you do with Adya involve sending data to, or receiving data from, Third-Party Services — such as the AI model providers you use, the CRMs you connect, the email and messaging tools you send through, and the data sources you read from or write to. These Third-Party Services are operated by parties other than Adya. This section explains how responsibility is divided.
Adya is the workshop and the wiring. The model engines and the third-party tools at the other end of the wires are not ours.
We provide a secure way to connect to those services. We do not own them, run them, price them, set their terms, guarantee they'll be up, or warrant what they return.
If a third-party service goes down, changes its API, raises its prices, or returns wrong data — that's between you and them. Adya isn't on the hook for those things.
Orchestration, not provision
Unless expressly stated for a specific feature, Adya does not itself supply any Connected Model or the underlying third-party application reached through a Connector. The Platform provides the means to connect, route, transform, and deliver data between you and those Third-Party Services.
Customer-credentialed and Adya-provided connections
Credentials used to access a Third-Party Service may be supplied in two ways:
- Customer Credentials — you bring your own API keys, OAuth grants, or other credentials (the typical setup for Connected Models such as Anthropic or OpenAI, and for many CRMs and data tools). Your contractual and commercial relationship with that provider is entirely between you and them.
- Adya-Provided Credentials — for certain Connectors, Adya may supply the credentials needed to connect, as part of the Platform. Even in that case, the third-party service at the other end of the connection remains a Third-Party Service operated by a party other than Adya, and clauses 4.3 to 4.6 apply.
Your relationship with Third-Party Services
Where you use Customer Credentials, you are responsible for maintaining a valid agreement with the Third-Party Service provider, complying with their terms and acceptable-use policies, and paying all fees they charge — including model token and inference fees, per-API-call charges, seat or subscription fees, overage charges, and any other costs they invoice. Adya is not a party to that relationship.
What Adya does not warrant or guarantee about Third-Party Services
Adya does not control Third-Party Services and, to the maximum extent permitted by law, makes no representations or warranties and accepts no liability for any of the following, regardless of whether the credentials used were Customer Credentials or Adya-Provided Credentials:
- The availability, uptime, latency, performance, or continuity of any Third-Party Service, including outages, throttling, rate limits, or service degradation;
- The cost of using a Third-Party Service, including token usage, inference costs, API call fees, subscription fees, or any price changes by the provider;
- The accuracy, quality, completeness, safety, or appropriateness of any output, response, or data returned by a Third-Party Service, including AI model output;
- Changes a Third-Party Service makes to its APIs, features, pricing, terms, acceptable-use policies, or data-handling practices, including deprecations or removals that may break integrations;
- Security incidents, data breaches, data loss, or unauthorised access occurring within a Third-Party Service or on the provider's infrastructure;
- The Third-Party Service's handling of your data once transmitted to it, including any use for the provider's own training, analytics, or other purposes governed by your agreement with that provider;
- Any decision, action, or omission by you, your users, or your agents taken in reliance on output or data from a Third-Party Service.
Credentials — storage and use
You authorise Adya to store and use the Credentials you provide solely to operate the Services on your behalf. We protect Credentials as described in our Security Overview. You may revoke them at any time, which may disable dependent functionality. Where Adya provides Credentials, we manage them under our security practices, but the underlying Third-Party Service remains outside our control.
Out-of-the-Box Agents
Where Adya offers pre-built agents (such as the GTM Agent, Enterprise Strategy Agent, or Recruiter Agent), these are provided as configurable starting points that typically rely on one or more Third-Party Services. You remain responsible for reviewing, adapting, and validating them for your use case before deployment, and clauses 4.1 to 4.5 apply to the Third-Party Services they use.
Your Responsibility for User-Built Solutions
Because the Platform lets you create autonomous and semi-autonomous agents, you carry primary responsibility for what you build and deploy.
Ownership of outcomes
You are solely responsible for the design, configuration, testing, deployment, and real-world behaviour of your User-Built Solutions, including decisions or actions they take automatically.
Human oversight
For any use that affects individuals' rights, finances, employment, health, or legal status, you must implement appropriate human oversight and review. You must not rely on agent output as the sole basis for such decisions where applicable law requires human involvement.
Testing and validation
You are responsible for testing your User-Built Solutions (including for accuracy, bias, security, and safety) before and during deployment, proportionate to their impact.
Compliance
You are responsible for ensuring your User-Built Solutions comply with all laws applicable to you and the people they affect, including AI-specific, data-protection, consumer-protection, and sector regulations. The Acceptable Use Policy forms part of these Terms.
Disclosure
Where you deploy an agent that interacts with people, you are responsible for disclosing that they are interacting with an AI system where required by law (for example, applicable AI-transparency rules).
Intellectual Property and Ownership
You own what you build. We own the platform you build it on. Neither of us takes the other's.
Your content
As between you and Adya, you retain all rights to your Customer Content and your User-Built Solutions. We claim no ownership over them.
Licence to operate
You grant Adya a limited, worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, and display Customer Content and User-Built Solutions solely as necessary to provide, maintain, secure, and support the Services. This licence ends when the content is deleted, subject to clause 12.5 (backups).
Our platform
Adya, the Platform, our software, models we provide, documentation, trademarks, and all related intellectual property are and remain our exclusive property (or our licensors'). These Terms grant you a limited, non-transferable, revocable right to use the Services, and nothing more.
Feedback
If you give us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free right to use it without restriction or obligation to you.
No training on your content
We do not use your Customer Content to train, fine-tune, or improve any foundation or general-purpose AI model for ourselves or others. See the Privacy Policy and Data Processing Addendum for details.
Acceptable Use
Your use of the Services is governed by the Acceptable Use Policy ("AUP"), which is incorporated into these Terms by reference. Violating the AUP is a breach of these Terms. We may suspend or restrict access to address an active or serious violation, a security risk, or a legal requirement, and will aim to give notice where reasonably practicable.
Plans, Fees, and Payment
Fees
Paid features are billed according to the plan or order you select. Unless stated otherwise, fees are exclusive of taxes (including GST), which you are responsible for.
Payment processing
Payments are handled by third-party payment processors. We do not store full card or bank-account numbers ourselves; see the Privacy Policy.
Third-Party Service costs are separate
Fees payable to Third-Party Service providers — including Connected Model token and inference fees, Connector or integration provider charges, per-API-call fees, subscription fees, overage charges, and similar — are charged by those providers (whether directly to you or, where applicable, separately) and are not part of Adya's fees.
Changes
We may change fees on a prospective basis with reasonable prior notice. Changes do not affect a paid term already in progress unless stated.
Non-payment
We may suspend the Services for overdue amounts after notice and a reasonable opportunity to cure.
Service Availability and Support
Availability
We aim to keep the Services available and reliable, but except where a separate written service-level agreement applies, the Services are provided on an "as available" basis.
Changes to the Services
We may update, modify, or discontinue features. For material adverse changes to a paid feature you rely on, we will give reasonable notice.
Beta features
Features labelled beta, preview, or experimental are provided without warranties and may change or be withdrawn.
Confidentiality
Each party may receive non-public information of the other. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and contractors bound by confidentiality obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (with notice where lawful).
Disclaimers
AI output can be wrong, biased, or unexpected. Check it before you rely on it.
We can't guarantee what your model returns, what your CRM does, or whether your email tool is up — those aren't our systems. Adya provides the Platform; the rest is third-party.
To the maximum extent permitted by law, the Services are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
AI systems can produce inaccurate, incomplete, biased, or unexpected outputs ("hallucinations"). We do not warrant that the Services or any Third-Party Service will be uninterrupted, error-free, or secure, or that outputs will be accurate or fit for your purpose. You are responsible for evaluating outputs before relying on them.
Third-Party Services. Without limiting any other disclaimer, Adya's warranties and obligations apply only to the Platform itself. Adya does not warrant, and disclaims all responsibility for, any Third-Party Service — including (without limitation) its availability, uptime, performance, accuracy, output, security, pricing, billing, terms, acceptable-use rules, data handling, and any changes the provider makes. Adya's role is limited to providing the integration; the third-party service at the other end of any Connector or Connected Model remains operated by, and the responsibility of, a party other than Adya. This applies whether the Credentials used were Customer Credentials or Adya-Provided Credentials.
Limitation of Liability
Exclusion of indirect damages
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to these Terms.
Liability cap
To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the total fees you paid to Adya for the Services in the twelve (12) months preceding the event giving rise to the claim.
Exceptions
The caps and exclusions do not apply to your payment obligations, either party's indemnification obligations, breach of the other party's intellectual-property rights, or liability that cannot be excluded under applicable law.
No liability for Third-Party Services
To the maximum extent permitted by law, Adya has no liability of any kind for any Third-Party Service or for any loss, damage, cost, or expense arising out of or relating to a Third-Party Service — including (without limitation) its unavailability, downtime, latency, error, inaccuracy, output, security incident, data loss, price, billing dispute, change in terms, or discontinuation — whether the Credentials used were Customer Credentials or Adya-Provided Credentials. This clause survives termination.
Backups
You are responsible for retaining your own copies of important Customer Content. Residual copies may persist in backups for a limited period after deletion.
Indemnification
You will defend, indemnify, and hold harmless Adya and its officers, employees, and affiliates from third-party claims, damages, and reasonable costs arising from: (a) your Customer Content or User-Built Solutions; (b) your use of the Services in breach of these Terms or the AUP; (c) the behaviour of agents you deploy; (d) your use of any Third-Party Service, including any breach of a Third-Party Service provider's terms or any claim brought by such provider; or (e) your violation of law or third-party rights. We will indemnify you against third-party claims that the Platform itself (excluding Customer Content, User-Built Solutions, Connected Models, Connectors, and any other Third-Party Service) infringes their intellectual-property rights, subject to the limitations in clause 12.
Term, Suspension, and Termination
Term
These Terms apply for as long as you use the Services or have an account.
Termination by you
You may stop using the Services and close your account at any time.
Termination or suspension by us
We may suspend or terminate your access for material breach (including AUP violations), legal requirements, or security risks. For non-urgent matters we will give notice and, where appropriate, an opportunity to cure.
Effect
On termination, your right to use the Services ends. You may export Customer Content for a limited period as described in the Privacy Policy and DPA, after which we may delete it subject to legal retention requirements.
Survival
Clauses relating to ownership, confidentiality, disclaimers, liability, indemnity, and governing law survive termination.
Governing Law and Disputes
Governing law
These Terms are governed by the laws of India, without regard to conflict-of-laws rules.
Dispute resolution
The parties will first attempt to resolve disputes in good faith. Failing that, disputes will be finally resolved by arbitration seated in Hyderabad, India, under the Arbitration and Conciliation Act, 1996, by one (1) arbitrator, conducted in English. The courts of Hyderabad will have exclusive jurisdiction over matters not subject to arbitration.
Injunctive relief
Nothing prevents either party from seeking injunctive relief to protect intellectual property or confidential information.
General Terms
Changes to these Terms
We may update these Terms. For material changes we will give reasonable notice through the Services or by email. Continued use after the effective date constitutes acceptance.
Assignment
You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
Entire agreement
These Terms, the Privacy Policy, AUP, and any DPA or order form constitute the entire agreement between the parties.
Severability and waiver
If any provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver.
Force majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control.
Notices
Legal notices to Adya should be sent to our registered address below; we may notify you through the Services or your account email.
Contact
Operated by
Shayr Omnichannel Private Limited, Hyderabad