Terms & Conditions

1. Acceptance and Eligibility

You represent that you are at least 18 years old, have authority to bind the entity you represent, and will use the Services solely in the course of business. The Services are not offered to consumers.

2. Definitions

"Agreement"

means these Terms together with any order form, SOW, DPA, or addendum executed between PravRaha and Customer.

"Authorised User"

means an individual employee, contractor, or agent of Customer permitted to use the Services under Customer's account.

"AI Output"

means content generated by AI or machine-learning features of the Platform, including drafted emails, summaries, scores, and recommendations.

"Customer Data"

means data uploaded to, generated within, or transmitted through the Platform by Customer or its Authorised Users.

"PravRaha Data"

means data made available by PravRaha through the Platform, including the Prospect Database and any derived insights.

"DPA"

means PravRaha's Data Processing Agreement, available after reaching out to [email protected], which is incorporated by reference where Customer Data includes personal data.

"SLA"

means the Service Level Agreement for the Platform, as set out in Section 18.

3. The Services

PravRaha provides a cloud-hosted Platform comprising prospect discovery, data enrichment, intent signal analysis, AI-generated recommendations and content, email outreach infrastructure, CRM integrations, analytics, and related functionality. Specific features, usage tiers, and limits are defined in the applicable order form.

PravRaha may also provide professional or managed services (including SDR-led prospecting) under separate SOWs that reference these Terms. Where this Agreement conflicts with the order form or SOW, the order form or SOW prevails for the matter it addresses.

4. Accounts and Authorised Users

Customer is responsible for: maintaining the confidentiality of credentials; the acts and omissions of its Authorised Users; ensuring use of the Services complies with these Terms; and promptly notifying PravRaha of any unauthorised access. Customer is liable for activity under its account. PravRaha may enforce a maximum number of Authorised Users per the order form.

5. Subscription, Fees, Taxes, and Payment

Fees are set forth in the order form. Unless otherwise specified:

• Invoices are due net 15 days from issue.
• Subscriptions auto-renew for successive terms equal to the initial term, unless terminated with at least 30 days' notice prior to the end of the then-current term.
• Renewal fees may increase with at least 60 days' written notice prior to renewal.
• Fees are exclusive of taxes; Customer is responsible for all taxes (including GST) other than PravRaha's income taxes.
• Late payments accrue interest at 1.5% per month or the maximum permitted by applicable law, whichever is lower, plus reasonable collection costs.
• PravRaha may suspend the Services for non-payment after 15 days' written notice of overdue undisputed fees.
• Fees are non-refundable except as expressly stated in this Agreement.

6. Customer Data and License Grant

As between the parties, Customer owns and retains all rights in Customer Data. Customer grants PravRaha a worldwide, non-exclusive, royalty-free, sub-licensable (only to sub-processors) licence to host, process, transmit, copy, display, and otherwise use Customer Data solely to (i) provide and maintain the Services, (ii) prevent or address service or technical problems, (iii) comply with law, and (iv) as otherwise expressly permitted in the Agreement.

Customer represents that it has all necessary rights, lawful bases, and notices in place to provide Customer Data to PravRaha, including for any personal data it transmits to or through the Platform.

7. PravRaha-Provided Data (Prospect Database)

PravRaha grants Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the PravRaha Data solely in connection with Customer's internal B2B sales and marketing activities for the term of the Agreement.

Customer shall not:

• Sell, license, transfer, sublicense, or distribute PravRaha Data to third parties.
• Build a competing data, sales-intelligence, or prospecting product using PravRaha Data.
• Use PravRaha Data to enrich a database for resale, syndication, or distribution to third parties.
• Use PravRaha Data after termination of the Agreement, except as expressly permitted by Section 21.
• Use PravRaha Data for any purpose other than legitimate B2B sales, marketing, or recruitment activity.
• Use PravRaha Data in a manner that violates applicable data-protection, anti-spam, or telecommunications laws.

PravRaha Data is provided "AS IS." We do not warrant accuracy, completeness, or that any prospect is available, interested, or appropriate for outreach. Customer is responsible for verifying suitability and complying with applicable law before contacting any individual.

8. AI Outputs and Customer Responsibility

The Platform generates AI Output. Customer acknowledges and agrees:

• AI Output is probabilistic and may contain errors, omissions, biased framings, fabricated facts, or content unsuitable for use.
• Customer is solely responsible for reviewing AI Output before sending, publishing, or otherwise relying on it. Sending AI-drafted content to a recipient is Customer's decision and Customer's act.
• PravRaha makes no representation that AI Output is original, non-infringing, accurate, or fit for purpose, except as expressly stated in an order form.
• Customer will not present AI Output in a manner that misrepresents its origin or nature where law requires disclosure (for example, EU AI Act transparency obligations).
• Customer is responsible for complying with any AI-specific regulatory requirements applicable to its use, including transparency, record-keeping, and impact-assessment obligations.
• Customer's use of AI Output, or harm caused by such use, is expressly excluded from PravRaha's indemnity obligations under Section 23, regardless of whether Customer claims to have relied on the AI Output.

9. Acceptable Use Policy

Customer and its Authorised Users shall not:

• Use the Services to send unsolicited commercial communications in violation of applicable law (including CAN-SPAM, CASL, the GDPR and ePrivacy Directive, and India's DPDP Act and any successor anti-spam framework).
• Send communications that are deceptive, defamatory, harassing, threatening, obscene, or otherwise unlawful.
• Target communications based on protected characteristics in a manner that constitutes unlawful discrimination.
• Use the Services to send phishing, malware, or credential-harvesting communications.
• Scrape, mirror, or otherwise extract PravRaha Data en masse beyond the documented API limits.
• Reverse-engineer, decompile, or attempt to discover source code of the Platform.
• Circumvent rate limits, security controls, or commercial protections.
• Probe, scan, or test the vulnerability of the Platform without prior written consent.
• Use the Services to compete with PravRaha or to train a competing AI or data product.
• Misrepresent identity, affiliation, or sender information in outreach.
• Solicit, employ, or engage any PravRaha SDR, account manager, or technical staff during the term of the Agreement and for 12 months thereafter, without PravRaha's prior written consent (this restriction does not apply to general-purpose recruitment advertising not specifically targeted at PravRaha personnel).

PravRaha may suspend or terminate access for violations, with notice where reasonably practicable.

10. Anti-Spam and Outreach Compliance

Customer is exclusively responsible for the lawfulness of all outreach sent through or facilitated by the Platform, including:

• Maintaining a valid lawful basis (consent, legitimate interests, B2B exemptions as applicable) for each communication.
• Providing accurate sender information and a functioning, prominent opt-out mechanism in commercial emails.
• Honouring unsubscribe and opt-out requests within statutory periods.
• Maintaining suppression lists.
• Complying with calling-time restrictions, do-not-call registries, and any sector-specific rules (financial services, healthcare, etc.).
• Holding and maintaining any required registrations or filings.

PravRaha provides tooling (suppression lists, unsubscribe insertion, sender authentication) but does not act as legal guarantor of Customer's outreach. Repeated abuse complaints, blocklist incidents, or reasonable evidence of unlawful outreach are grounds for immediate suspension.

11. Third-Party Integrations and Data Sources

The Platform integrates with third-party services (CRMs, email providers, data partners). Customer's use of those third-party services is governed by the terms between Customer and the third party. PravRaha does not warrant the availability, accuracy, or compliance of third-party services, and is not liable for losses arising from third-party service disruption, modification, or termination.

12. API Use and Technical Limits

API access is governed by published rate limits, fair-use thresholds, and technical documentation. PravRaha may modify limits with reasonable notice. Sustained excess usage may result in throttling, additional fees per the order form, or suspension. Customer will use commercially reasonable efforts to design integrations that respect rate limits and degrade gracefully.

13. Intellectual Property

PravRaha and its licensors retain all right, title, and interest in the Platform, the Site, the PravRaha Data, all software, models, algorithms, model weights and parameters, training data sets, documentation, branding, and any derivative works, improvements, fine-tunings, or feedback incorporated into them, including improvements derived from operating the Platform.

Customer retains all right, title, and interest in Customer Data. Subject to Section 8, as between PravRaha and Customer, Customer owns AI Output generated specifically for Customer through Customer-supplied inputs, subject to PravRaha's underlying rights in the models and any rights of third parties whose data or rights are implicated.

For the avoidance of doubt, Customer does not acquire any rights in PravRaha's models, model weights, or improvements thereto by virtue of contributing Customer Data or providing feedback.

Nothing in these Terms grants any party a licence except as expressly stated.

14. Feedback

If Customer or its Authorised Users provide suggestions, ideas, or feedback, PravRaha may use them without restriction, attribution, or compensation. Customer assigns all rights in feedback to PravRaha to the extent permitted by applicable law.

15. Confidentiality

Each party will protect the other's Confidential Information with at least the degree of care it uses for its own confidential information, and no less than reasonable care. Confidential Information may be used only to perform the Agreement and disclosed only to representatives with a need to know who are bound by equivalent obligations.

Standard exclusions apply: information that is or becomes public through no fault of the receiving party; was already known to the receiving party without confidentiality obligation; is independently developed without use of the disclosing party's Confidential Information; or is lawfully received from a third party. A receiving party may disclose Confidential Information where compelled by law, provided it gives prompt notice (where lawful) and reasonable cooperation in seeking protective treatment.

Confidentiality obligations survive termination for five years; trade secrets are protected for so long as they qualify as such under applicable law.

16. Privacy and Data Protection

PravRaha's processing of personal data is governed by its Privacy Policy and, where Customer Data includes personal data, the DPA. The DPA incorporates the Standard Contractual Clauses adopted by the European Commission (and the UK International Data Transfer Addendum) where applicable and is incorporated into this Agreement by reference.

Sub-processor objections. PravRaha will provide at least 14 days' advance notice of any new sub-processor that will process Customer's personal data. If Customer has a reasonable, documented basis to object, the parties will work in good faith to identify an alternative; if no alternative is reasonably available within a further 30 days, Customer may terminate the affected Services and receive a pro-rated refund of prepaid unused fees for the affected portion.

17. Security

PravRaha maintains the security program described in its Privacy Policy and in its Security Overview, available to enterprise customers under NDA. PravRaha will notify Customer without undue delay (and in any event within 72 hours of confirmation) of any confirmed security incident materially affecting Customer Data.

Audit rights. No more than once per twelve-month period, on at least 30 days' written notice, and at Customer's reasonable cost, Customer may request: (a) PravRaha's then-current SOC 2 Type II report or equivalent third-party assurance report (when available); (b) a completed standard security questionnaire (such as CAIQ or SIG); or (c) where (a) and (b) are demonstrably insufficient and Customer is required by law or regulator to perform an on-site audit, an audit limited to materials and personnel reasonably required, subject to mutually agreed scope and NDA.

Insurance. PravRaha will maintain, with reputable insurers, commercial general liability, professional errors and omissions, and cyber liability insurance with coverage levels appropriate for the scale and nature of the Services, and will provide certificates of insurance to enterprise customers on written request.

18. Service Availability and Support

PravRaha targets a monthly availability of 99.5% for the Platform (excluding Beta Features), measured as set out in the SLA, with higher targets available under enterprise order forms. Scheduled maintenance (announced at least 48 hours in advance), force majeure events, and third-party outages (including upstream cloud, network, or telecommunications providers) are excluded from availability calculations.

Sole and exclusive remedy for availability shortfalls is the service credit set out in the SLA, if any. Support response targets, escalation procedures, and severity definitions are set out in the SLA.

19. Beta Features

Features marked "beta," "preview," "experimental," or similar are provided "AS IS," without warranty, and may be modified or discontinued at any time. PravRaha's liability arising from beta features is capped at the fees paid for the beta feature in the preceding three months (if any) or, where no specific fees are charged, zero.

20. Suspension and Termination

PravRaha may suspend Services immediately and without prior notice where Customer (a) presents a security or legal risk to PravRaha or third parties; (b) materially breaches the Acceptable Use Policy; or (c) fails to pay undisputed fees after notice.

Either party may terminate this Agreement (or any affected SOW or order form) for material breach not cured within 30 days of written notice. Either party may terminate immediately for the other party's insolvency, assignment for the benefit of creditors, or filing for bankruptcy.

21. Effect of Termination

Upon termination or expiration of the Agreement:

• All rights and licences granted to Customer end, including the right to use PravRaha Data.
• Customer may export Customer Data for 30 days using available export tools, in machine-readable format (CSV, JSON, or comparable).
• PravRaha will delete or return Customer Data within 30 days after the export period, subject to retention required by law and to standard backup-purge cycles (typically not exceeding 90 days).
• Accrued fees become immediately due and payable.
• Sections that by their nature should survive - including provisions on IP, confidentiality, indemnity, limitation of liability, governing law, and any other accrued rights - survive termination.

22. Warranties and Disclaimers

PravRaha warrants that the Platform will materially perform in accordance with its documentation under normal use. Customer's sole and exclusive remedy for breach of this warranty is, at PravRaha's option, repair, replacement, or refund of prepaid unused fees for the non-conforming Service.

23. Indemnification

PravRaha's indemnity. PravRaha will defend Customer against third-party claims alleging that the Platform, as provided by PravRaha and used in accordance with the Agreement, infringes the third party's intellectual property rights, and will pay damages finally awarded or amounts paid in settlement approved by PravRaha. PravRaha may at its option modify the Platform to be non-infringing, procure rights for Customer's continued use, or terminate the affected portion of the Services with refund of prepaid unused fees. PravRaha has no obligation for claims arising from (i) Customer Data; (ii) Customer modifications; (iii) combinations not provided by PravRaha; (iv) use of AI Output; or (v) use outside the Agreement.

Customer's indemnity. Customer will defend PravRaha against third-party claims arising from (i) Customer Data; (ii) Customer's outreach activity; (iii) Customer's breach of the Acceptable Use Policy or Section 10; (iv) Customer's use of AI Output, regardless of whether Customer claims to have relied on it; or (v) any combination of the foregoing with third-party materials.

Procedure. Indemnification is conditional on the indemnified party giving prompt written notice, granting sole control of defence and settlement to the indemnifying party (provided that no settlement imposing non-monetary obligations on the indemnified party may be made without that party's prior written consent, not to be unreasonably withheld), and providing reasonable cooperation. This Section states the exclusive remedy for the claims it covers.

24. Limitation of Liability

Each party's aggregate liability arising out of or related to the Agreement is capped at the fees paid by Customer to PravRaha in the 12 months preceding the event giving rise to the liability (the "General Cap").

Super-cap for breaches of confidentiality, data protection, or security. A party's aggregate liability for (i) breaches of confidentiality; (ii) violations of applicable data-protection law; and (iii) breaches of Section 17 (Security), where attributable to that party's acts or omissions, is capped at two times (2x) the fees paid by Customer to PravRaha in the 12 months preceding the event giving rise to liability.

Uncapped items. The General Cap and Super-cap do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 23; (c) willful misconduct or fraud; (d) gross negligence; (e) infringement of the other party's intellectual property rights; or (f) liability that cannot be limited under applicable law.

25. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, acts of war or terrorism, civil unrest, pandemics, governmental action, internet or telecommunications failures, or material third-party service outages, provided the affected party gives prompt notice and uses reasonable efforts to mitigate. If a force majeure event persists for more than 60 consecutive days, either party may terminate the affected Services without further liability, except for accrued payment obligations.

26. Governing Law, Jurisdiction, and Dispute Resolution

Default (Customers in India and elsewhere unless otherwise agreed). This Agreement is governed by the laws of India, without regard to conflict-of-laws principles. The parties will first attempt resolution by good-faith negotiation between senior executives for 30 days from written notice of dispute.

If unresolved, disputes will be finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 (India), by a sole arbitrator mutually appointed (failing mutual appointment, appointed under the Act), with seat and venue at Bengaluru, India, and proceedings in English. Judgment on award may be entered in any court of competent jurisdiction.

Enterprise variant (available by written agreement in the order form). For Customers headquartered outside India, the parties may instead agree to arbitration under the SIAC Rules with seat at Singapore (or such other neutral seat as the parties agree), with English law or such other mutually-agreed law as the governing substantive law of the contract.

Equitable relief. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, confidentiality, or to enforce payment obligations.

27. General Provisions

Assignment. Neither party may assign this Agreement without the other's prior written consent, except either party may assign to an affiliate or in connection with a merger, acquisition, financing, or sale of substantially all assets, with notice to the other party.

Notices. Notices must be in writing to the addresses on the order form, with copies to [email protected] for PravRaha. Email notice with confirmation of receipt is sufficient for routine matters; recognised courier or certified post is required for breach, termination, or indemnity notices.

Entire Agreement. The Agreement (these Terms, order form, DPA, and SOWs) is the entire agreement and supersedes prior agreements and communications. Customer purchase order terms, vendor portal click-through terms, and similar Customer-issued instruments are expressly rejected and have no effect, regardless of any acknowledgement by PravRaha.

Severability and Waiver. If any provision is found unenforceable, the rest survives and the provision will be reformed to the minimum extent necessary. Failure to enforce is not waiver.

Independent Contractors. The parties are independent contractors. No agency, partnership, joint venture, or employment relationship is created.

No Third-Party Beneficiaries. None, except as expressly stated.

Publicity. PravRaha may identify Customer as a customer and use Customer's name and logo on its website and marketing materials in standard customer-listing form, unless Customer opts out by written notice. Any case study or quote requires Customer's prior written approval.

Modifications. PravRaha may modify these Terms; material changes will be notified to active Customers at least 30 days before they take effect. Continued use after the effective date constitutes acceptance. For Customers under a current order form, the version of these Terms in effect at the start of the then-current term continues to apply through that term unless the parties agree in writing otherwise.

Export and Sanctions. Customer represents that it is not, and will not allow Authorised Users to be, persons or entities subject to applicable export controls or sanctions (including those administered by the United States, the European Union, the United Kingdom, the United Nations, or India).

28. Notices and Contact

PravRaha. Pravraha Software Technology Private Limited, Ranchi, Jharkhand, India 834004. Email: [email protected]. Website: https://pravraha.com.

Customer. As stated on the executed order form, or such other address as Customer designates in writing.