PRODARCHY TERMS OF SERVICE

1. Introduction

These Terms of Service ("Terms", "Agreement") govern your access to and use of Prodarchy and all related websites, applications, software, APIs, dashboards, services, tools, features, content, documentation, integrations, and technologies made available by Prodarchy.

Prodarchy is a multi-tenant Catalog Intelligence Platform for marketplace sellers, brands, and agencies. Prodarchy may provide, among other things:

• product catalog creation and management (Spine engine);
• product data normalization and structuring;
• product listing generation;
• AI-assisted product descriptions, titles, bullet points, attributes, keywords, classifications, and metadata (Sift engine);
• catalog enrichment;
• marketplace listing preparation;
• product image processing and transformation;
• image-to-data extraction;
• spreadsheet and file generation;
• catalog auditing;
• marketplace intelligence;
• taxonomy and SKU-related functionality;
• programmatic catalog workflows;
• AI-assisted optimization;
• content generation;
• integrations with third-party marketplaces (including Amazon, Flipkart, Myntra, Meesho, and Shopify);
• API access;
• team and workspace functionality;
• analytics and reporting;
• other present or future functionality offered through Prodarchy.

Prodarchy may modify, enhance, replace, suspend, discontinue, or introduce features from time to time. These Terms apply whether you access Prodarchy through a web browser, application, mobile device, API, integration, embedded service, or any other access mechanism.

2. Contracting Entity

For purposes of these Terms, "Prodarchy", "we", "us", or "our" means:

• Legal Entity Name: Sofyrus Technologies (a Partnership firm registered under Indian law)
• Operating Brand: Prodarchy
• Registered Address: Hamdard Nagar, 4/583, Firdaus Complex, Aligarh, Uttar Pradesh 202001, India
• Corporate Identification / Registration Number: [INSERT PARTNERSHIP DEED / FIRM REGISTRATION NUMBER, IF REGISTERED UNDER THE INDIAN PARTNERSHIP ACT, 1932]
• Tax/GST Identification: GSTIN 09AEBFS0375P1ZI
• Email: [INSERT LEGAL/CONTACT EMAIL]
• Website: https://prodarchy.com

The legal entity identified above is the contracting party for all Services unless a separate written agreement expressly states otherwise. Prodarchy may operate through subsidiaries, affiliates, contractors, service providers, or group entities. Such entities may provide portions of the Services, but this does not alter the contracting entity unless expressly stated.

3. Acceptance of These Terms

By using Prodarchy, you represent and warrant that: (1) you have read and understood these Terms; (2) you have legal capacity to enter into this Agreement; (3) you are at least the minimum legal age required to enter into contracts in your jurisdiction; (4) if you are using Prodarchy on behalf of a company, partnership, organization, agency, or other entity, you have authority to bind that entity; (5) you will comply with applicable laws and regulations; (6) all information you provide to Prodarchy is accurate and current; (7) you will not use Prodarchy for unlawful, fraudulent, abusive, deceptive, malicious, or unauthorized purposes.

Where you accept these Terms on behalf of an organization, "you" includes both you individually and that organization, and you represent that the organization is legally bound by this Agreement. If you do not agree to these Terms, you must not access or use Prodarchy.

4. Electronic Acceptance and Electronic Contracting

You agree that electronic acceptance of these Terms creates a valid and enforceable agreement. Acceptance may occur through: clicking "Accept", "Agree", "Continue", "Create Account", "Subscribe", or a substantially similar button; registering an account; purchasing a subscription; accessing a paid feature; uploading information to Prodarchy; connecting a third-party account; using an API; or continuing to use Prodarchy after receiving notice of updated Terms.

Electronic records, logs, authentication records, account activity, payment records, timestamps, IP records, consent records, and other digital records may be retained and used as evidence of acceptance, access, transactions, instructions, or communications, subject to applicable law.

5. Definitions

Account: a registered Prodarchy account.

Administrator: an individual authorized to administer a Workspace.

AI Services: artificial intelligence, machine learning, automation, extraction, generation, classification, recommendation, optimization, transformation, or related functionality provided by Prodarchy, including the Sift intelligence engine.

Authorized User: a person authorized by you to access a Workspace or Services under your subscription.

Business Data: information, materials, product information, images, files, descriptions, catalogs, documents, spreadsheets, attributes, identifiers, metadata, and other content submitted to Prodarchy by you or on your behalf.

Content: any text, image, video, audio, file, document, data, metadata, product information, software, material, or other information.

Customer Data: Business Data and other data submitted, transmitted, stored, or processed through the Services by or for you.

Generated Output: content generated, transformed, extracted, classified, enriched, summarized, recommended, or otherwise produced through the Services.

Marketplace: Amazon, Flipkart, Myntra, Meesho, Shopify, or any other third-party marketplace, retailer, commerce platform, advertising platform, channel, or service integrated with or referenced by Prodarchy.

Plan: the subscription tier (Free, Explorer, Starter, Professional, or Agency) selected by you.

Services: all Prodarchy products, software, websites, APIs, features, tools, and related services.

Subscription: your paid or free access entitlement to a particular Plan.

Third-Party Service: a service, website, API, marketplace, software, platform, payment provider, cloud provider, AI model provider, or integration not owned or controlled by Prodarchy.

User, you, your: the individual or legal entity accessing or using the Services.

Workspace: a tenant-scoped organizational environment within Prodarchy containing Users, data, permissions, settings, usage entitlements, and related resources.

6. Scope of the Services

Prodarchy provides software tools designed to help users create, transform, manage, analyze, enrich, organize, and prepare product/catalog information. Prodarchy is a software and technology provider. Unless expressly stated in a separate written agreement, Prodarchy does not act as your legal representative, tax advisor, accountant, compliance officer, marketplace account owner, agent, advertising agency, authorized seller, distributor, reseller, product certifier, intellectual-property clearance provider, or regulatory advisor.

You are solely responsible for determining whether your use of the Services and any resulting content is appropriate for your business, products, customers, jurisdictions, marketplaces, and applicable laws.

7. Service Evolution

Prodarchy operates a technology platform that may evolve over time. We may add new features; remove obsolete features; modify workflows, interfaces, or algorithms; change infrastructure; replace underlying technologies; change AI model providers; modify supported file formats, usage limits, or integration methods; discontinue integrations; rename features; or introduce experimental or beta capabilities.

We will not intentionally eliminate a core paid capability during an active paid billing period in a manner that materially deprives you of the principal purpose of the subscription, except where such change is required for legal, regulatory, security, technical, third-party, or safety reasons.

8. Platform Design — Forward-Only Data Model

Prodarchy is architected as a forward-only catalog platform. Once product data is structured within a Workspace, Prodarchy does not provide bulk spreadsheet (CSV/Excel) re-import of previously exported catalog data as a mechanism to bypass the platform's structuring workflows. This is a permanent architectural decision, not a temporary limitation. You acknowledge that catalog data managed through Prodarchy is intended to be created, enriched, and maintained within the platform, and that export functionality (Section 50) exists for backup, migration, and reporting purposes rather than as a round-trip import mechanism.

9. Account Registration

Certain features require an Account. You agree to provide accurate information, including where applicable: name, company name, email address, billing information, telephone number, business information, and authentication information. You must maintain accurate and current Account information. You are responsible for all activity occurring under your Account unless caused by Prodarchy's proven failure to apply reasonable security measures required under this Agreement.

10. Account Security

You are responsible for protecting passwords, authentication codes, API keys, and access tokens; controlling Workspace membership; assigning appropriate permissions; maintaining secure devices; and notifying Prodarchy of suspected unauthorized access.

You must not share credentials except through permitted Workspace functionality; sell or transfer an Account without authorization; intentionally permit unauthorized persons to access paid Services; expose API keys publicly; store secrets in public repositories; or circumvent authentication controls.

You must immediately notify Prodarchy if you reasonably suspect credential compromise, unauthorized access, Account takeover, API key exposure, data leakage caused by your systems, or suspicious activity. Prodarchy may temporarily restrict access where reasonably necessary to protect Accounts, Customer Data, infrastructure, users, or the security of the Services.

11. Workspaces and Tenant Accounts

Prodarchy's data model is tenant-first: each Workspace is an isolated tenant. Where Workspace functionality is available, the person who creates a Workspace or is designated as its Administrator may control membership, permissions, billing, configuration, data access, user invitations, user removal, integrations, and usage allocations.

If you join an organization's Workspace, you understand that the organization may be able to view or manage Workspace data, administer permissions, add or remove Users, control billing, access Workspace resources, and retain or delete Workspace content. Where your access is through an organization, your rights concerning Workspace data may be governed by the contractual relationship between you and that organization.

12. Authorized Users and Plan Limits

Paid Plans may include limits on seats, users, workspaces, products, credits, generations, storage, API usage, processing, exports, and integrations. You must not use technical methods to exceed Plan limits. You may purchase additional capacity where Prodarchy makes such capacity available. Unless explicitly permitted, one individual User account may not be shared by multiple persons for the purpose of avoiding seat limits.

13. Free Plan and Promotional Access

Prodarchy provides a perpetual Free Plan as part of its product-led growth model, in addition to promotional plans, trial periods, credits, beta access, and limited demonstrations. Free or promotional Services may be subject to lower processing limits, reduced functionality, reduced retention, reduced support, delayed processing, restricted exports, or limited AI credits and API access.

Prodarchy may modify or terminate promotional programs at any time, subject to applicable law and any explicit promotional commitment. Unless expressly stated otherwise, a free or promotional account does not create an expectation of perpetual availability of every specific feature.

14. Subscriptions and Plans

Paid Services are provided according to the selected Plan (Explorer, Starter, Professional, or Agency). Available Plans and features may be displayed on the Prodarchy website, application dashboards, checkout pages, pricing pages, proposals, or written agreements. The applicable Plan at the time of purchase governs the subscription unless modified by a separate written agreement.

15. Billing

You agree to pay all fees associated with your selected Plan. Fees may be based on monthly or annual subscriptions, usage, AI credits, seats, workspaces, storage, API consumption, add-ons, professional services, or enterprise agreements. Unless expressly stated, prices do not include applicable taxes, GST, duties, withholding taxes, payment processing charges, bank charges, or foreign-exchange conversion costs. You are responsible for applicable taxes except taxes imposed directly on Prodarchy's net income.

16. Automatic Renewal

Where a subscription is recurring, it may automatically renew for the same billing interval unless cancelled before renewal. By entering a recurring subscription, you authorize Prodarchy or its payment provider to charge the applicable payment method for each renewal. You are responsible for maintaining a valid payment method.

17. Failed Payments

If payment fails, Prodarchy may retry the payment, notify you, temporarily restrict paid functionality, suspend the Account, downgrade the Account, or terminate the subscription. Where reasonable, Prodarchy may provide a grace period. Restoration of Services after payment may occur automatically or may require payment verification.

18. Price Changes

Prodarchy may change pricing for future billing periods. Unless otherwise required by applicable law or a separate written agreement, price changes will not retroactively alter a completed billing period. Where reasonably practicable, material price changes for recurring subscriptions will be communicated before the next applicable renewal.

19. Cancellation

You may cancel a recurring subscription through available Account controls or by contacting Prodarchy support. Cancellation generally prevents the next renewal but does not automatically entitle you to a refund for the current billing period except as set out in the Refund and Cancellation Policy at https://prodarchy.com/legal/refund-policy, which is incorporated into these Terms by reference.

20. Refunds

Refunds are governed by the Prodarchy Refund and Cancellation Policy at https://prodarchy.com/legal/refund-policy. Nothing in that policy limits mandatory rights granted by applicable consumer-protection legislation.

21. Chargebacks

You agree to contact Prodarchy before initiating a payment dispute or chargeback where reasonably possible. Unauthorized, fraudulent, or abusive chargebacks may result in Account suspension or termination. If a payment provider reverses a legitimate transaction, Prodarchy may recover the unpaid amount and reasonable costs to the extent permitted by law.

22. AI Credits and Usage Units

Certain AI functionality (including catalog enrichment through the Sift engine) operates using credits. Unless specifically stated otherwise: credits represent usage entitlement, not currency; credits are not money or securities; credits cannot be redeemed for cash; credits cannot be transferred between unrelated Accounts; credits may expire according to the applicable Plan; credits are consumed when an AI generation or processing operation begins; failed processing may or may not consume credits depending on technical circumstances; and different features may consume different quantities of credits (for example, a full catalog enrichment may consume multiple credits reflecting the multi-layer AI pipeline used to produce it).

Prodarchy may reasonably adjust credit consumption to reflect changes in underlying computing or AI costs.

23. AI Services

Prodarchy uses third-party and internally developed AI models, machine-learning systems, rules engines, classifiers, extraction systems, and automation technologies as part of its Sift intelligence engine. AI functionality may produce text, titles, descriptions, bullets, keywords, attributes, classifications, taxonomy suggestions, product information, image transformations, structured data, recommendations, summaries, metadata, and inferred information.

AI-generated information may contain errors, omissions, hallucinations, outdated information, incorrect classification, incorrect assumptions, inappropriate wording, duplicate information, or unintended transformations. AI Output must be reviewed by a qualified human before being used for commercial, legal, regulatory, marketplace, financial, advertising, safety, or customer-facing purposes.

24. No Guarantee of AI Accuracy

Prodarchy does not warrant that AI Output will be accurate, complete, original, current, error-free, compliant with marketplace policies, legally compliant, suitable for a particular purpose, factually correct, free from bias, free from third-party rights, or accepted by any marketplace. You remain solely responsible for reviewing AI Output before publication or use.

25. AI Output Is Not Professional Advice

Prodarchy's AI functionality does not constitute legal, medical, tax, financial, regulatory, investment, or intellectual-property advice, or product safety certification. You must obtain professional advice where required.

26. AI Human Review Requirement

You agree to implement appropriate human review before relying on AI Output for consequential decisions or public publication, including verification of product specifications, measurements, materials, certifications, warranty information, prices, claims, safety information, legal disclaimers, marketplace-specific requirements, prohibited claims, and regulatory statements.

27. Input Data Responsibility

You are solely responsible for all information submitted to the Services. You represent and warrant that you have all necessary rights, permissions, consents, licenses, and lawful bases required to upload, process, reproduce, transform, submit to AI systems, store, and generate derivative materials from the information.

28. Customer Data Ownership

Subject to the rights granted to Prodarchy under these Terms, you retain your ownership rights in Customer Data. Nothing in this Agreement transfers ownership of your Customer Data to Prodarchy.

You grant Prodarchy a limited, worldwide, non-exclusive, royalty-free license to host, reproduce, process, transmit, transform, display, store, analyze, and otherwise use Customer Data only as reasonably necessary to provide the Services, perform requested processing, generate requested outputs, maintain security, prevent fraud and abuse, troubleshoot, provide customer support, comply with law, and maintain and improve the Services as permitted under applicable law and the Privacy Policy.

29. Product Data and Catalog Data

You acknowledge that product catalog information may include commercially sensitive information. You are responsible for determining whether particular information should be uploaded. You should not upload information to Prodarchy where you lack authority to disclose or process it. Where functionality permits publishing to a Marketplace, you remain responsible for the final content and destination account.

30. Personal Data

You must not upload personal information unnecessarily. Where Customer Data includes personal data (which may occur where product listings, order-related fields, or customer records contain personal information), you are responsible for determining and documenting the lawful basis, authority, notices, consents, permissions, and disclosures required for processing.

Depending on the context, you may act as the party determining the purposes and means of processing; Prodarchy may process personal data on your behalf for specified Services; and Prodarchy may independently process certain account, billing, security, support, and service-usage information. The parties' respective data protection responsibilities are additionally governed by the Prodarchy Privacy Policy and, where applicable, a Data Processing Addendum.

31. Privacy Policy

The Prodarchy Privacy Policy forms part of these Terms and describes how Prodarchy collects, uses, stores, protects, and otherwise processes personal information. The current Privacy Policy is available at https://prodarchy.com/legal/privacy. Where there is a conflict between these Terms and the Privacy Policy regarding privacy-specific matters, the Privacy Policy will govern to the extent necessary to address the conflict.

32. Data Processing Addendum

Where legally required or commercially appropriate, Prodarchy may provide or enter into a Data Processing Addendum ("DPA") governing processing instructions, data categories, data subjects, subprocessors, security measures, breach notification, international transfers, deletion and return, and audit cooperation. Where executed, the DPA will prevail over these Terms solely with respect to its subject matter.

33. Data Security

Prodarchy will implement reasonable technical and organizational measures designed to protect Services and Customer Data against unauthorized access, alteration, disclosure, destruction, or loss, including tenant-isolation controls at the application layer. No system can be guaranteed to be completely secure. You acknowledge that security also depends on your own practices, including password security, account permissions, device security, API key security, access control, employee training, and secure integration configuration.

34. Security Incidents

If Prodarchy becomes aware of a security incident affecting Customer Data, Prodarchy will take reasonable steps consistent with applicable law to investigate, contain, remediate, assess impact, and notify affected customers where legally required. You agree to reasonably cooperate with investigations concerning your Account where necessary to determine the scope or cause of a security incident.

35. Customer Content License

You grant Prodarchy a non-exclusive, worldwide, limited license to use Customer Content solely as necessary to provide the Services and perform this Agreement, including permission to process, reproduce, transmit, store, convert, format, resize, transform, classify, extract, index, display, transmit to selected subprocessors or AI providers, and generate derivatives required to perform your instructions. Prodarchy does not acquire ownership of Customer Content through this license.

36. Generated Output

Subject to applicable law and third-party provider terms, Prodarchy does not claim ownership over output generated specifically for you merely because it was produced using the Services. However: similar or identical outputs may be generated for other users; outputs may not be unique; certain output may incorporate or resemble public-domain or commonly used information; applicable third-party AI provider terms may impose additional rights or restrictions; and Prodarchy cannot guarantee copyright or other intellectual-property protection for AI Output. You are responsible for determining whether your intended use is legally permissible.

37. Third-Party AI Providers

Prodarchy may use third-party AI and infrastructure providers. You authorize Prodarchy to transmit information to such providers where necessary to provide requested functionality, subject to applicable privacy and contractual obligations. Third-party providers may change over time. Prodarchy may select alternative models or infrastructure providers where reasonably necessary for cost, performance, security, availability, functionality, legal compliance, or vendor changes.

38. Third-Party Services and Marketplaces

Prodarchy may integrate with or provide references to Third-Party Services, including Amazon, Flipkart, Myntra, Meesho, Shopify, Google, payment processors, cloud infrastructure providers, identity providers, email providers, analytics services, and AI providers. Such Third-Party Services are governed by their own terms and policies. Prodarchy does not control Third-Party Services.

39. Marketplace Accounts

You remain solely responsible for your marketplace accounts, marketplace credentials, seller authorization, marketplace verification, product eligibility, product compliance, listing approval, intellectual-property claims, trademarks, pricing, inventory, shipping, returns, taxes, seller performance, and marketplace policy compliance. Prodarchy is not responsible for marketplace account suspension, listing rejection, policy enforcement, seller restrictions, product delisting, or marketplace decisions.

40. No Marketplace Affiliation

Unless expressly stated and verifiable in a separate written statement, references to third-party marketplaces do not mean that Prodarchy is officially endorsed by, sponsored by, owned by, affiliated with, partnered with, or certified by that marketplace. Third-party trademarks remain the property of their respective owners. Prodarchy may identify third-party platforms solely to describe supported integrations, workflows, compatibility, or intended use.

41. Marketplace API Access and Compliance

Where the Services connect to a Marketplace via that Marketplace's API (including Amazon's Selling Partner API or Flipkart's seller APIs), you authorize Prodarchy to access, retrieve, and transmit data through that API on your behalf, strictly within the scope of permissions you grant. Your use of Marketplace-derived data through Prodarchy remains subject to that Marketplace's own developer and data-use policies, and you are responsible for maintaining your own authorization and compliance with those policies. Restrictions on downstream use of Marketplace API data are further addressed in the Acceptable Use Policy at https://prodarchy.com/legal/acceptable-use.

42. Marketplace Policy Changes

Third-party marketplaces may change listing schemas, APIs, content requirements, character limits, prohibited-claims policies, category structures, taxonomy, seller policies, authentication requirements, and technical interfaces. Prodarchy does not guarantee uninterrupted compatibility with any marketplace. Where a marketplace changes its systems, Prodarchy may require time to adapt integrations.

43. Content Publishing

Where the Services allow publication or export to third-party platforms, you authorize the action by using the relevant functionality. You acknowledge that exported content may require manual review, publication may fail, content may be rejected, marketplace systems may alter content, third-party APIs may behave unexpectedly, and data synchronization may be delayed. Prodarchy is not responsible for third-party changes or publication failures caused by Third-Party Services.

44. User Responsibilities

You agree to use the Services only for lawful purposes and are responsible for your Account, your Users, your content, your products, your listings, your marketplace activity, your legal compliance, your customer obligations, your employees and contractors, and your integrations.

45. Prohibited Uses

Prohibited uses of Prodarchy are set out in full in the Acceptable Use Policy at https://prodarchy.com/legal/acceptable-use, which is incorporated into these Terms by reference. Violation of the Acceptable Use Policy is a material breach of these Terms.

46. Restricted Content

You must not submit content that is unlawful or that you do not have the right to use, including stolen personal data, credentials, payment-card information, government-issued identification, copyrighted material belonging to others, confidential business information belonging to others, trade secrets, illegally obtained databases, malware, exploit code, fraudulent product claims, or content relating to illegal products or services. Where the Services may technically process a category of content, this does not mean the content is legally permitted.

47. Intellectual Property

All rights, title, and interest in and to the Prodarchy Services, excluding Customer Data and third-party materials, remain owned by Prodarchy or its licensors, including software, source code, object code, algorithms, models, prompts, system architecture, interfaces, workflows, databases, designs, documentation, trademarks, logos, trade dress, brand elements, proprietary processes, product concepts, and service architecture. These Terms do not transfer ownership of any Prodarchy intellectual property to you.

48. Limited License to Use Prodarchy

Subject to these Terms, Prodarchy grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the applicable subscription period solely for your legitimate internal business purposes. You may not grant third parties rights beyond those expressly authorized by your Plan.

49. Feedback

If you provide suggestions, recommendations, feature requests, comments, ideas, bug reports, or other feedback, you grant Prodarchy a perpetual, worldwide, irrevocable, royalty-free right to use that feedback without compensation or attribution. Feedback does not include your confidential Customer Data unless you expressly authorize such use.

50. Confidentiality

Each party may receive confidential information from the other. The receiving party will use Confidential Information only for the Agreement, protect it using reasonable safeguards, and disclose it only to personnel and service providers with a need to know and appropriate obligations. Confidential Information does not include information that is publicly available without breach, was already lawfully known, is independently developed, or is lawfully received from a third party. Where legally compelled to disclose Confidential Information, the receiving party may do so to the extent legally required.

51. Data Retention

Prodarchy may retain data for the period reasonably necessary to provide Services, meet contractual obligations, comply with legal requirements, resolve disputes, maintain security, prevent fraud, maintain backups, and satisfy accounting requirements. Deleted information may remain temporarily in backups or disaster-recovery systems until the relevant backup cycle expires, subject to legal and technical requirements.

52. Exporting Your Data

Where supported, you may export available Customer Data before Account termination in formats such as Excel, CSV, JSON, or PDF. You are responsible for obtaining necessary exports before termination. Prodarchy does not guarantee indefinite availability of historical exports after termination. Unless required by law or separately agreed, Prodarchy may delete Customer Data after a reasonable retention period following termination.

53. Service Availability

Prodarchy will use commercially reasonable efforts to maintain availability. However, uninterrupted availability is not guaranteed. Availability may be affected by maintenance, upgrades, security incidents, infrastructure failures, cloud provider failures, network failures, internet disruptions, marketplace outages, AI provider outages, force majeure, regulatory action, cyberattacks, or third-party failures. Enterprise customers may receive specific uptime commitments through a separate Service Level Agreement.

54. Maintenance

Prodarchy may conduct scheduled or emergency maintenance. Where reasonably practical, Prodarchy may provide advance notice of material scheduled maintenance. Emergency maintenance may occur without advance notice where necessary to protect security, availability, infrastructure, customers, or data.

55. Beta and Experimental Features

Prodarchy may provide beta, preview, experimental, or early-access functionality. Such features may contain defects, change significantly, have incomplete documentation, have reduced availability, be discontinued, or have separate limitations. Beta functionality is provided on an "as available" and "as is" basis unless expressly stated otherwise.

56. Support

Support availability depends on the Plan and may be provided through email, helpdesk, documentation, chat, or knowledge base. Support does not guarantee a particular response or resolution time unless expressly stated in an applicable SLA.

57. Professional Services

Prodarchy may provide professional services separately, including onboarding, configuration, implementation, migration, custom integration, data preparation, consulting, and training, governed by a separate proposal, statement of work, order form, or contract.

58. API Access

Where API access is provided, you agree to protect API credentials, comply with rate limits and documentation, use the API only for authorized purposes, avoid excessive requests and abusive automated activity, and promptly rotate compromised credentials. Prodarchy may rate-limit, suspend, revoke, or restrict API access if necessary to protect the Services. API availability does not guarantee permanent compatibility.

59. API Changes

Prodarchy may introduce API version changes, endpoint changes, authentication changes, rate-limit changes, schema changes, or deprecations. Where reasonably practical, material breaking changes will be communicated in advance.

60. Copyright Complaints

Prodarchy respects intellectual-property rights. If you believe content available through Prodarchy infringes your rights, you may contact Prodarchy using the designated legal contact channel. Your notice should include sufficient information to identify the protected work, the allegedly infringing material, the basis of the claim, your contact information, and a good-faith statement of accuracy. Prodarchy may remove or restrict allegedly infringing material where appropriate.

61. Trademarks

Prodarchy names, logos, marks, domains, designs, and associated branding are proprietary to Prodarchy or its licensors. You may not use Prodarchy trademarks deceptively, in a way suggesting endorsement, as part of your own trademark, in domain names without authorization, or in paid advertising without authorization where such use suggests endorsement. Third-party marks displayed in the Services belong to their respective owners.

62. Customer Trademarks and Materials

You grant Prodarchy permission to display your company name, logo, and trademarks only as necessary to identify your Account, provide the Services, display Workspace information, perform integrations, and provide customer support. Prodarchy will not publicly use your trademarks for marketing or case studies without appropriate authorization where required.

63. Customer References

Unless expressly agreed otherwise, Prodarchy will not represent you as an official customer, partner, sponsor, or reference customer in a public marketing claim without an appropriate basis. Any customer logo or testimonial displayed publicly should be subject to appropriate authorization.

64. Warranties by the User

You represent and warrant that you own or control the rights required for Customer Data; your use of Prodarchy does not violate applicable law; your content does not knowingly infringe third-party rights; you have authority to provide all instructions submitted through your Account; your employees and contractors will comply with these Terms; you will not knowingly introduce malware; you will not use the Services to commit fraud; and you will not use the Services for prohibited purposes.

65. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided on an "as is", "as available", and "with all faults" basis. Except to the extent expressly provided in a separate written agreement, Prodarchy disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, reliability, performance, security, and error-free operation.

Prodarchy does not warrant that the Services will always be available or uninterrupted; that AI Output will be accurate or unique or accepted by any marketplace; that data will never be lost; that third-party services will remain available; that integrations will remain compatible; or that the Services will meet every particular business requirement.

Nothing in these Terms excludes warranties that cannot lawfully be excluded.

66. No Guarantee of Business Results

Prodarchy does not guarantee increased sales, higher conversion, marketplace rankings, increased traffic, advertising performance, SEO performance, listing approval, account approval, reduced operational costs, revenue, profit, customer acquisition, or marketplace eligibility. All business outcomes depend on factors beyond Prodarchy's control.

67. Customer Review of Output

You accept responsibility for reviewing content generated through the Services. Particular care should be taken with regulated products, health-related claims, cosmetics, food, supplements, children's products, electronics, safety-related claims, legal claims, environmental claims, certifications, warranties, pricing, dimensions, and technical specifications.

68. Indemnification by Customer

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Prodarchy, its affiliates, officers, directors, employees, contractors, licensors, and service providers from claims, losses, liabilities, damages, costs, and reasonable legal expenses arising from or relating to: your Customer Data; your use of the Services; your violation of these Terms; your violation of law; your infringement of third-party rights; your marketplace activity; products you sell or promote; inaccurate product information; claims made using AI Output; unauthorized processing of personal data; your violation of a third-party platform's terms; fraudulent or deceptive activity by you; and your Users' actions.

Prodarchy will provide reasonable notice of an indemnifiable claim where legally and practically possible.

69. Indemnification Procedure

The indemnified party may participate in the defense, retain separate counsel at its own expense, and require reasonable cooperation. The indemnifying party must not settle a claim in a manner that admits wrongdoing by the indemnified party, imposes non-monetary obligations on the indemnified party, restricts its rights, or requires a public admission, without the indemnified party's prior written consent, not to be unreasonably withheld where applicable.

70. Limitation of Liability

To the maximum extent permitted by applicable law, Prodarchy and its affiliates, directors, officers, employees, contractors, licensors, and service providers shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenue, business, data, or goodwill, loss of opportunity, business interruption, or cost of substitute services.

71. Liability Cap

To the maximum extent permitted by applicable law, the aggregate liability of Prodarchy arising out of or relating to the Services or these Terms shall not exceed the greater of: (1) the total fees actually paid by you to Prodarchy for the particular Service during the twelve (12) months immediately preceding the event giving rise to the claim; or (2) INR 10,000. For free Accounts, the aggregate liability shall not exceed INR 10,000, subject to applicable law. This limitation does not apply to liabilities that cannot legally be limited or excluded.

72. Exclusions from Liability Limitations

Nothing in these Terms is intended to exclude liability where such exclusion is prohibited by law. Depending on applicable law, certain liabilities may not be contractually excludable or limitable. Where a court or competent authority determines that a limitation is invalid, it shall be enforced to the maximum extent legally permitted.

73. No Consequential Reliance

You acknowledge that Prodarchy is a software service and that its outputs may be generated algorithmically. You agree not to rely solely on automated output for decisions involving legality, safety, regulated products, financial consequences, medical consequences, customer rights, regulatory declarations, or intellectual-property ownership.

74. Suspension Rights

Prodarchy may suspend access, in whole or in part, where reasonably necessary because of non-payment, suspected fraud, security risk, abuse, legal requirements, violation of these Terms, third-party requirements, excessive usage, infrastructure risk, unauthorized access, or malicious activity. Where reasonably practicable, Prodarchy will provide notice and an opportunity to cure before suspension for curable non-payment or contractual violations. Immediate suspension may occur where delay creates significant risk.

75. Termination by Prodarchy

Prodarchy may terminate these Terms or your Account where you materially or repeatedly breach these Terms, fail to pay amounts due, create legal or security risk by continued access, are required to be terminated by law, engage in fraud or abuse, cease business operations, or become subject to unlawful activity on your Account.

76. Termination by User

You may terminate your Account using available Account controls, by cancelling your subscription, or by contacting support where self-service cancellation is unavailable. Termination does not relieve you of payment obligations accrued before termination.

77. Effect of Termination

Upon termination: your right to access paid Services may end; unpaid fees become due; licenses granted under these Terms end except where expressly surviving; access to Workspace features may end; Customer Data may be deleted according to applicable retention periods; and certain legal provisions survive, including payment obligations, intellectual property, confidentiality, indemnification, disclaimers, limitations of liability, dispute resolution, governing law, audit rights, and accrued rights.

78. Data After Termination

After termination, Prodarchy may retain information as required by law, taxation requirements, accounting requirements, security requirements, fraud prevention requirements, legitimate dispute-resolution requirements, and backup and disaster-recovery processes. Such retention does not grant you an ongoing right to use the Services.

79. Unlawful or Abusive Activity

Prodarchy may cooperate with courts, regulators, law-enforcement authorities, payment providers, cybersecurity authorities, and marketplace operators where legally required or reasonably necessary to protect rights, property, users, security, or the public.

80. Government and Law-Enforcement Requests

Prodarchy may disclose information in response to valid legal processes. Where legally permitted, Prodarchy may provide notice to affected users before disclosure. Prodarchy may not provide advance notice when prohibited by law or where doing so could compromise an investigation or create security risk.

81. Export Controls and Sanctions

You must comply with applicable export-control and sanctions laws. You may not use Prodarchy in violation of sanctions, for prohibited transactions, for prohibited end users, or to facilitate unlawful exports.

82. International Use and Cross-Border Data Transfers

Prodarchy may be accessed internationally. You are responsible for complying with laws applicable to your location and activities. Where Customer Data is processed through infrastructure or subprocessors located outside your jurisdiction, you authorize such processing only to the extent permitted by applicable law and subject to appropriate safeguards where required. The applicable Privacy Policy, DPA, contractual safeguards, and applicable law will govern.

83. Cookies and Analytics

Prodarchy uses cookies, local storage, session technologies, authentication tokens, and analytics tools including Google Analytics 4, Google Tag Manager, and Microsoft Clarity. Their use is governed by the Privacy Policy at https://prodarchy.com/legal/privacy and the Cookie Policy at https://prodarchy.com/legal/cookies.

84. Aggregated and De-Identified Data

To the extent permitted by applicable law, Prodarchy may create aggregated or de-identified information that does not reasonably identify you or an individual, and may use such information to understand product usage, improve systems, perform analytics, measure performance, identify trends, and develop new functionality. Prodarchy will not intentionally use de-identified data to re-identify individuals except where legally necessary for security or compliance. Prodarchy will not sell Customer Data merely because you use the Service.

85. Third-Party Open-Source Software

The Services may incorporate open-source software governed by its own licenses. Where an open-source license conflicts with these Terms regarding that component, the applicable open-source license will govern that component to the extent required.

86. Abuse Reporting

Users may report security issues, intellectual-property concerns, illegal content, Account abuse, fraud, or unauthorized access with sufficient detail to enable investigation. Prodarchy may take appropriate action based on the circumstances.

87. Service Communications

By using the Services, you agree to receive transactional communications, including account verification, password resets, security notifications, billing notices, service notifications, legal notices, maintenance notifications, and support communications. Marketing communications are subject to applicable consent and opt-out requirements.

88. Notices to Users

Prodarchy may provide notices by email, in-product notification, dashboard notification, or website notice. A legal notice is deemed received when delivered through the designated communication channel, subject to applicable law.

89. Notices to Prodarchy

Legal notices should be sent to: Prodarchy Legal Department, Sofyrus Technologies, Hamdard Nagar, 4/583, Firdaus Complex, Aligarh, Uttar Pradesh 202001, India, Email: [INSERT LEGAL EMAIL]. Prodarchy may designate an alternative legal notice address by publishing an updated notice.

90. Changes to These Terms

Prodarchy may modify these Terms from time to time. Material changes may be communicated through website notice, email, or in-product notice. The updated Terms will specify a new "Last Updated" date. Where the law requires affirmative consent, Prodarchy will seek that consent. Continued use after the effective date of updated Terms constitutes acceptance to the extent legally permitted.

91. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles, except where mandatory law provides otherwise. Subject to the arbitration provisions below and mandatory statutory rights, courts having jurisdiction over Aligarh, Uttar Pradesh, India shall have jurisdiction over matters not subject to arbitration.

92. Dispute Resolution and Arbitration

The parties will first attempt to resolve disputes through good-faith negotiations, with a party seeking resolution providing written notice describing the dispute, relevant facts, and requested resolution, and attempting resolution within thirty (30) days of notice unless urgent relief is required.

Subject to applicable law, disputes that cannot be resolved through good-faith negotiation shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, seated in Aligarh, Uttar Pradesh, India, conducted by a sole arbitrator unless applicable law or a separate agreement requires otherwise, and conducted in English. Nothing in these Terms prevents either party from seeking urgent interim or injunctive relief from a competent court where permitted by law.

To the extent permitted by applicable law, disputes shall be brought individually rather than as a class, collective, or representative proceeding.

93. Force Majeure

Prodarchy will not be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental restrictions, sanctions, epidemic or pandemic, telecommunications failures, internet outages, major cloud-provider failure, cyberattacks, power failures, labor disputes, supply-chain disruption, marketplace outages, AI provider failures, and acts of government. The affected party will use reasonable efforts to mitigate the impact.

94. Assignment

You may not assign or transfer this Agreement without Prodarchy's prior written consent, except in connection with a merger, acquisition, corporate restructuring, or sale of substantially all relevant assets where permitted. Prodarchy may assign these Terms to an affiliate, successor, acquiring entity, or purchaser of relevant assets, provided such assignment does not improperly reduce mandatory legal rights.

95. No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, franchise, or agency relationship between the parties. Neither party may bind the other except where expressly authorized in writing.

96. Severability and No Waiver

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified or severed only to the extent necessary, and the remaining provisions will remain in effect. Failure to enforce a provision immediately does not constitute a waiver of that provision.

97. Entire Agreement and Order of Precedence

These Terms, together with the Privacy Policy, applicable DPA, applicable SLA, order forms, statements of work, the Acceptable Use Policy, product-specific terms, and other documents expressly incorporated by reference, constitute the agreement governing your use of the Services.

Where multiple contractual documents apply, the following order of precedence generally applies: (1) a signed enterprise/master services agreement; (2) a signed DPA, regarding data-protection matters; (3) a signed SLA, regarding service levels; (4) a signed statement of work, regarding the specified professional services; (5) these Terms; (6) product documentation and standard policies. A document will override another only to the extent it expressly addresses the same subject.

98. Agency Use and Client Data

Where a Plan permits agency use, the subscribing organization remains responsible for its clients, authorized users, data permissions, client content, compliance, subscription use, and credential security. Agency access does not transfer Prodarchy's contractual relationship to the agency's clients unless explicitly agreed. If you use Prodarchy to process data on behalf of your clients, you represent that you have authority to do so and remain responsible for complying with applicable agreements with your clients, including required privacy and data-processing obligations.

99. High-Risk Activities

Unless expressly approved in writing, Prodarchy is not designed for safety-critical or life-critical operations. You must not rely on the Services as the sole basis for medical treatment, emergency response, aviation safety, critical infrastructure control, life-support systems, weapons systems, or other activities where failure could reasonably cause death or severe injury.

100. Compliance with Privacy and Data Laws

The parties agree to comply with applicable data-protection legislation relevant to their respective roles, including, where applicable, India's Digital Personal Data Protection framework. The specific legal role of each party depends on the processing activity and must not be assumed solely from the wording of this Agreement.

101. Contact Information

• Prodarchy
• Legal Entity: Sofyrus Technologies (Partnership firm; GSTIN 09AEBFS0375P1ZI)
• Registered Office: Hamdard Nagar, 4/583, Firdaus Complex, Aligarh, Uttar Pradesh 202001, India
• Website: https://prodarchy.com
• Legal: [INSERT LEGAL EMAIL]
• Privacy: [INSERT PRIVACY EMAIL]
• Security: [INSERT SECURITY EMAIL]
• Support: [INSERT SUPPORT EMAIL]

Schedule A — Current Service Categories

Product Catalog Management (Spine); Product Data Extraction; Product Data Normalization; AI Catalog Generation (Sift); AI Content Enrichment; Marketplace Listing Generation; Marketplace SEO; Product Attribute Generation; Product Taxonomy; SKU-related workflows; Product Image Processing and Transformation; Spreadsheet Generation; Catalog Export; Marketplace Integration (Amazon SP-API, Flipkart, and other channels); API Access; Team Workspaces; Analytics; Reporting; Automation; other related services. Feature availability depends on the applicable Plan and service status.

Schedule B — Plan Entitlements

The applicable pricing page, order form, subscription page, or enterprise agreement will determine current limits, which may include number of products, users, seats, workspaces, AI credits, generation limits, storage, API calls, exports, and processing capacity. Prodarchy may introduce new Plans or retire Plans subject to applicable notice requirements.

Schedule C — Customer Data Categories

Customer Data may include product names, descriptions, specifications, images, identifiers, SKU information, marketplace identifiers, category information, pricing, inventory information, catalog spreadsheets, product documents, user-uploaded files, Workspace metadata, and integration data. Customers must not upload data outside the intended business purpose of the Services.

Schedule D — AI Output Acknowledgment

By using AI functionality, you acknowledge: AI Output is probabilistic; AI Output can be wrong; AI Output may contain assumptions; AI Output may not be unique; AI Output may require editing; AI Output does not constitute professional advice; AI Output does not guarantee marketplace approval; and you are responsible for final publication decisions.

Schedule E — Legal Entity Completion Checklist

Before these Terms are published as Prodarchy's official contractual Terms, the following should be completed: ~~insert the exact legal entity name and confirm entity type~~ (resolved — Sofyrus Technologies, Partnership firm, GSTIN 09AEBFS0375P1ZI, per GST REG-06 dated 28/05/2021); ~~insert the registered office address~~ (resolved — Aligarh, Uttar Pradesh); ~~confirm the governing-law jurisdiction and arbitration seat~~ (resolved as Aligarh, Uttar Pradesh below — confirm this is the seat you want, since Aligarh is not a common commercial arbitration hub; many SaaS agreements instead seat arbitration in a metro such as Delhi/NCR even when the registered office is elsewhere); insert the official legal, privacy, security, and support emails; confirm whether a separate partnership-deed/firm registration number should also be listed alongside the GSTIN; ensure checkout screens clearly display the relevant subscription terms; ensure customers can retrieve the contractual version accepted at checkout; and have the final document reviewed by qualified legal counsel before relying on it for enforcement — in particular, counsel should confirm how partner liability under the Indian Partnership Act, 1932 interacts with the liability cap in Section 71, since a partnership firm (unlike a Pvt Ltd company) does not itself provide partners limited liability.

Important Legal Notice

This document is drafted as a comprehensive commercial SaaS Terms of Service framework and is intended to serve as the contractual baseline for Prodarchy. It is not, by itself, a guarantee that every provision will be enforceable in every country, state, transaction type, or customer category. Mandatory law may override particular provisions, and enforceability of limitations of liability, arbitration provisions, consumer provisions, indemnities, warranty exclusions, and other clauses can depend upon the contracting parties, transaction structure, customer location, statutory regime, and facts of a dispute. For Prodarchy's production deployment, the final contracting entity, governing-law venue, arbitration seat, privacy structure, DPA, refund policy, payment flow, and enterprise terms should be finalized by qualified counsel before these Terms are relied upon as the company's definitive legal contract.