Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between you and VNash Digital Pvt Ltd (“Sapyon,” “we,” “us,” or “our”) governing access to and use of the public website at sapyon.com (the “Website”) and the Sapyon AI application at app.sapyon.com (the “Service”).

If you use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “Customer” or “you” means that entity. If you have a signed order form, subscription agreement, or Data Processing Addendum with us, that commercial contract controls if it conflicts with these Terms for the subject matter it covers.

How we collect and use information is described in our Privacy Policy. Cookie use is described in our Cookie Policy. Processor terms for Customer Data are in the DPA.

1. Who we are

The Website and the Service are operated by:

VNash Digital Pvt Ltd
Bangalore, India
General contact: [email protected]
Privacy contact: [email protected]

The product name displayed in the Service is Sapyon AI. The production application hostname is app.sapyon.com. Sapyon AI is B2B software for Amazon advertising optimization and related retail operations.

2. Who can use Sapyon

The Service is intended only for businesses and their authorized personnel. You must be at least 18 years of age. You may not use the Service if you are a consumer using it for personal, family, or household purposes, or if applicable law prohibits you from receiving the Service.

We may refuse, condition, or limit access where we reasonably believe the Service would violate law, Amazon or other platform policies, or these Terms.

3. Account creation

To use non-public features of the Service you must create an account or accept an invitation from a Customer administrator. You agree to provide accurate registration information, keep it current, and keep credentials confidential. You are responsible for activity under your account, including actions by users you invite.

Administrators may grant or revoke access to advertising profiles. There is currently no in-app “delete my account” control; account closure is handled as described in Section 24 and in the Privacy Policy.

You may sign in with a password or with Google sign-in where offered. Session tokens are stored in the browser as described in the Privacy Policy and Security Overview.

4. Customer responsibilities

Customer is responsible for:

• its Users’ compliance with these Terms and with Amazon, Flipkart, Google, and other platform policies;
• the lawfulness of advertising content, targeting, bids, budgets, and campaign structure;
• configuring, reviewing, and disabling automations and approvals;
• advertising spend incurred on connected platforms, which those platforms bill independently of Sapyon;
• maintaining current authorization for connected accounts and promptly disconnecting accounts it no longer controls;
• deciding whether to approve recommendations or to enable automatic execution of trusted rules.

5. Amazon Ads account authorization

If you connect Amazon Ads through Login with Amazon (LWA), you represent that you are authorized by the advertising-account owner to grant Sapyon the requested OAuth scopes. Those scopes may include reading advertising data and writing campaign, budget, bid, keyword, placement, and related changes.

Authorization to act. By connecting an Amazon Ads account and using the Service, Customer authorizes Sapyon to access, ingest, store, display, and—where Customer has approved a recommendation or enabled a configured automation—perform the configured write actions inside that connected Amazon Ads account via Amazon Advertising APIs.

Customer may also connect other platforms where the Service offers them (including Amazon Selling Partner API and Flipkart). The same authorization and “you are allowed to grant access” representation applies to those connections.

Revoking Login with Amazon or disconnecting a profile stops new ingest and new writes through that connection. It does not by itself erase historical copies already stored in the Service until deletion is processed under Section 25.

6. Amazon API dependency

The Service depends on Amazon Marketing Stream, Amazon Advertising APIs, Login with Amazon, and related Amazon systems. Those systems are outside our control. Amazon may change, throttle, deprecate, or interrupt APIs, scopes, stream datasets, or authorization. Outages, latency, incomplete reports, delayed stream events, or API errors can interrupt analytics, recommendations, automations, and writes.

We do not guarantee that Amazon will accept any particular write, that a write will persist, or that metrics displayed in Sapyon will match Amazon Ads Console at every moment. Customer remains responsible for verifying material changes in Amazon’s interfaces where needed.

7. Acceptable use

You may use the Website and Service only for lawful business purposes. You must not:

• attempt to disrupt, overload, reverse engineer, or gain unauthorized access to the Service or another Customer’s data;
• use the Service to violate Amazon, Flipkart, Google, or other platform policies, advertising law, or sanctions rules;
• share login credentials, or allow access by anyone under 18;
• submit malware, scrape the Service except through documented APIs we provide to you, or misrepresent your identity or authority over an ads account;
• use Chat or automations to generate or place advertising that is unlawful or deceptive.

We may investigate suspected violations and cooperate with platforms or authorities where we reasonably believe we must.

8. Subscription and payment

Sapyon subscription fees, if any, are handled off-platform under an order form, invoice, or other commercial arrangement with the Customer. The Service does not include a billing module and does not collect payment cards in the application.

Advertising spend and retail transactions are billed by Amazon, Flipkart, or other connected platforms under their terms, not by Sapyon. Unpaid Sapyon fees may result in suspension or termination as described below. Fees are exclusive of taxes unless the order form says otherwise. Customer is responsible for applicable taxes.

Except as required by law or as stated in an order form, fees are non-refundable, including for unused subscription periods after cancellation.

9. Free trial

The Website does not currently offer a self-serve free trial. If we grant a trial, evaluation, or demo workspace in writing or on an order form, it is subject to these Terms, may be limited in features, duration, or connected accounts, and may be withdrawn at any time unless the writing says otherwise. Trial use is provided as-is and is not a commitment to a paid subscription.

10. Cancellation

Customer may stop using the Service at any time and may request account closure by emailing [email protected]. Cancellation of a paid subscription is as stated on the applicable order form. If the order form is silent, either party may cancel a month-to-month subscription on written notice before the next billing period; annual or other committed terms continue through the paid term unless the order form allows earlier cancellation.

Disconnecting Amazon Ads or disabling automations does not by itself cancel a paid subscription.

11. Suspension

We may suspend access, in whole or in part, immediately if we reasonably believe: (a) you have breached these Terms or a platform policy; (b) your use creates security, legal, or operational risk; (c) fees are past due; (d) we are required to do so by law or by a platform provider; or (e) the connected Amazon or other account authorization is invalid. We will restore access when the issue is resolved, unless we terminate under Section 24.

12. Intellectual property

We and our licensors own the Service, Website, software, documentation, visual design, and all related intellectual property. These Terms grant Customer a limited, non-exclusive, non-transferable, revocable right to access the Service during the subscription or authorized evaluation period, solely for Customer’s internal advertising-operations use.

Customer retains all rights in Customer Data, advertising accounts, and Customer confidential information. Feedback you provide may be used by us to improve the Service without obligation to you.

13. Customer data ownership

As between the parties, Customer owns Customer Data, including Amazon Ads data ingested from connected accounts, Customer-configured rules, and Customer’s advertising content. We do not sell Customer Data. We do not claim ownership of Customer’s Amazon advertising accounts.

Account Data and Website Data (for example, login emails and marketing-site leads) are handled as described in the Privacy Policy, where we act as controller for that information.

14. License to process data

Customer grants Sapyon a worldwide, limited license to host, copy, transmit, display, and otherwise process Customer Data solely as needed to provide, secure, and support the Service, including sending relevant account context to Google Gemini when a User uses Chat, and performing authorized writes to connected advertising APIs.

Where we process Personal Data in Customer Data as a processor, the DPA applies. Our Subprocessors list identifies vendors we use to operate the Service.

15. Confidentiality

Each party may receive non-public information from the other (“Confidential Information”). The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and subprocessors who need it and are bound by confidentiality obligations, or as required by law (with notice where legally permitted). Customer Data is Customer’s Confidential Information. The Service, pricing not made public, and our non-public security information are our Confidential Information. Information that is public, independently developed, or rightfully received from a third party without duty of confidentiality is not Confidential Information.

16. Security

We implement technical and organizational measures described in our Security Overview and Privacy Policy. Those measures are designed to be appropriate for a multi-tenant B2B application. No method of transmission or storage is completely secure, and we do not guarantee absolute security. Customer is responsible for User device security, password and Google-account hygiene, and for reviewing automations it enables.

17. Third-party services

The Service interoperates with third-party services, including Amazon, Google (sign-in, fonts, Tag Manager, and Gemini), Microsoft Clarity, Calendly, Netlify, Cloudflare, and AWS. Those services are governed by their own terms and privacy policies. We are not responsible for third-party services we do not operate, including their availability, data handling, or changes to APIs.

Demo booking via Calendly, Website analytics, and similar Website tools are described in the Cookie Policy.

18. Amazon relationship

Sapyon AI is not Amazon, is not an Amazon-sponsored product, and is not endorsed by Amazon except to the extent Amazon independently lists or authorizes advertising-API partners. “Amazon,” “Amazon Ads,” and related marks are trademarks of Amazon.com, Inc. or its affiliates. Your relationship with Amazon is solely between you and Amazon. Amazon advertising policies, fee schedules, and account enforcement are Amazon’s, not ours.

Nothing in these Terms makes Amazon a party, a subprocessor of Sapyon, or a beneficiary except as Amazon’s own terms already provide between you and Amazon.

19. AI-generated recommendations

The Service may generate ranked recommendations, scores, Chat replies, and action proposals using rules, statistics, and machine-learning or large-language-model systems (including Google Gemini for Chat). These outputs are tools for Customer’s own decision-making. They are not legal, financial, or advertising-compliance advice. We do not guarantee that a recommendation is optimal, complete, or consistent with Amazon policy.

We do not use Customer advertising data or chat content to train general-purpose AI models unless otherwise agreed with Customer in writing.

Chat may propose writes. Those proposals execute only after User confirmation or as otherwise described in Section 20. You can confirm, reject, edit, or undo proposals where the Service permits.

20. Automated campaign changes

The Service supports two operating modes that Customer may combine per account or profile:

• Approve. Ranked recommendations and Chat proposals are presented for a User to review and confirm before a write is sent to Amazon Ads.
• Automate trusted rules. Customer may configure rules, schedules, budget automations, bid snapshot rules, dayparting, and similar automations. While those automations remain enabled, Sapyon will execute the configured actions without a further per-change approval.

Customer authorization. Customer authorizes Sapyon to perform the configured actions within Customer’s connected Amazon Ads account, including creating, updating, pausing, enabling, or archiving campaigns and related entities, and changing budgets, bids, keywords, negatives, placements, and states, in each case to the extent the Service and Amazon APIs support those actions and Customer has enabled the relevant feature.

Campaign writes, automations, and Chat-confirmed actions are taken at Customer’s direction and risk. Customer is responsible for the financial and policy consequences of those writes, including advertising spend, lost impressions, and Amazon enforcement. Customer can disable automations, reject pending proposals, or disconnect the ads account to stop further Sapyon-initiated writes.

We may refuse or delay a write that appears unsafe, unauthorized, or technically invalid. That does not create a duty to monitor Customer’s advertising for compliance.

21. Warranties and disclaimers

THE WEBSITE AND SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or that recommendations, automations, or Chat outputs will achieve any particular ROAS, ACOS, sales, rank, or uptime. We do not warrant the uptime of Amazon or other third-party platforms.

22. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST ADVERTISING PERFORMANCE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS, (B) A PARTY’S FRAUD OR WILLFUL MISCONDUCT, OR (C) CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SAPYON FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM. IF CUSTOMER HAS PAID NO FEES, THAT CAP IS ONE HUNDRED U.S. DOLLARS (US $100).

Nothing in these Terms excludes liability that cannot be excluded under applicable law, including liability for death or personal injury caused by negligence where such exclusion is prohibited.

23. Indemnification

Customer will defend and indemnify VNash Digital Pvt Ltd and its officers, directors, and employees against third-party claims, damages, and reasonable legal fees arising from: (a) Customer Data or advertising content; (b) Customer’s or its Users’ use of the Service, including automations and approved writes; (c) connection of an advertising account Customer was not authorized to connect; (d) violation of Amazon or other platform policies; or (e) Customer’s breach of these Terms.

We will indemnify Customer against third-party claims that the unmodified Service, as provided by us, directly infringes a copyright or misappropriates a trade secret, except to the extent the claim arises from Customer Data, combinations with third-party systems, or use after we notify Customer to stop using an infringing feature. If such a claim arises, we may modify the Service, obtain a license, or terminate the affected feature and refund unused prepaid fees for that feature.

24. Termination

Either party may terminate these Terms if the other materially breaches and does not cure within thirty (30) days after written notice (or immediately for a breach that cannot reasonably be cured, including unauthorized account access or illegal use). We may terminate immediately if required by law or by a platform provider, or if Customer’s Amazon authorization is withdrawn and is not restored.

On termination, Customer’s right to access the Service ends. Sections that by their nature should survive (including 12–15, 18–23, 25–27, and accrued payment obligations) will survive.

25. Data deletion after termination

After termination or a verified deletion request, we will delete or anonymize Customer Data from production systems promptly, and in any event within ninety (90) days, except (a) information we must retain for legal, security, or dispute purposes, (b) backup copies that expire on the backup rotation cycle, and (c) data Amazon or another platform continues to hold under its own policy. More detail is in the Privacy Policy and, where executed, the DPA.

Customer may export available reports from the Service while the account remains active. There is currently no in-app export-all-data control; contact us for reasonable assistance during the subscription term.

26. Governing law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules. This is a contractual election by the parties. It does not limit non-waivable consumer or data-protection rights that may apply in another jurisdiction, and it does not change VNash Digital Pvt Ltd’s place of incorporation in India.

27. Dispute provisions

The state and federal courts located in the State of Delaware will have exclusive jurisdiction over disputes arising out of these Terms, and each party consents to personal jurisdiction there. Before filing a claim, the parties will attempt in good faith to resolve the dispute by emailing [email protected] and allowing thirty (30) days for a response, except where a party seeks injunctive relief to protect intellectual property or Confidential Information, or where delay would cause irreparable harm.

If a signed commercial contract specifies different dispute procedures, those procedures control for that contract.

28. Changes to Terms

We may update these Terms by posting a revised version at https://sapyon.com/terms/ and updating the Last Updated date. Material changes may also be communicated by email where we have an address for you. Continued use of the Website or Service after the effective date of a revised version constitutes acceptance except where applicable law requires additional consent. If you do not agree, you must stop using the Service and may terminate under Section 10.

29. Contact

Questions about these Terms: [email protected].

Privacy questions and data-subject requests: [email protected] or our Privacy Requests page.

Related: Privacy Policy · DPA · Cookie Policy · Subprocessors · Security Overview · Privacy Choices