Terms & Conditions

‘Sentry.ai, powered by Kalki.ai’ | TERMS OF USE (END USER)

INTRODUCTION

These Terms of Use (“Terms”) govern your access to and use of the software-as-a-service offering in respect of AI-powered media intelligence SaaS platform named ‘Sentry.ai, powered by Kalki.ai’ (or by whatever name called in the future) (“Services”) owned, operated and maintained by Prana PR Private Limited, a company incorporated under the Companies Act, 2013, holding Corporate Identification Number (CIN) U75110MH2007PTC177018 and having its registered office at Sterling House, 5/7, 6, Mumbai City, Sobarji Santuk Lane Dhobi Talao, Churchgate, Mumbai – 400 002 (referred to as “Company”, “we”, “us” or “our”).

Binding Agreement: By registering for, accessing or using our Services, you (the “User”, “You” or “Your”) confirm that You have read, understood and accepted these Terms, and agree to comply with all provisions while accessing or using the Services. You acknowledge and agree that these Terms have the same force and effect as a written agreement executed by You and us. If you do not agree to these Terms, You must not access or use the Services.

Modifications to Terms: We reserve the right to change or otherwise modify these Terms at any time, at its sole discretion, and Your continued access or use of the Services signifies Your acceptance of the updated or modified Terms. It is recommended that You review these Terms periodically to stay informed of any changes.

Termination of Use: If You object to these Terms or any subsequent modifications, or become dissatisfied with the Services in any manner, you should immediately discontinue your use of the Services and notify us in accordance with the termination provisions set forth below.

Service Availability: We do not guarantee that the Services (or any content available on it) will always be available or uninterrupted. We may suspend, withdraw or restrict the availability of all or part of the Services for business, operational, technical or other reasons.

1. DEFINITIONS

For the purpose of these Terms: (i) capitalized terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (ii) the following capitalised terms shall have the following meanings indicated herein below:

• “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
• “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
• “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether by contract, or otherwise through ownership of more than 50% of the voting securities of a Person.
• “Company Materials” means the Services, Software, Documentation, and Company Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by us or any of our Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Company Systems. For the avoidance of doubt, Company Materials include Structured Data, and any information, data, or other content derived from our monitoring of Your access to or use of the Services, but do not include User Data.
• “Company Personnel” means all individuals involved in the performance of Services as our (or any of our Subcontractor’s) employees, agents, or independent contractors .
• “Company Systems” means the information technology infrastructure used by or on behalf of Company in performing the Services, including all computers, software (including the Software), hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by the Company or through the use of third-party services.
• “Customer” means the Person, being a customer of the Company (and/or its Affiliates), which has authorized the User to access and use the Services in accordance with, and subject to, these Terms.   
• “Documentation” means any manuals, instructions, or other documents or materials that we provide or make available to You in any form or medium and which describe the functionality, components, features, or requirements of the Services or Company Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
• “Fees” means the fee payable for the Services by the User (or if applicable, Customer), at the rate(s) as agreed between the Company and the User (or if applicable, Customer).
• “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, spyware, ransomware, trap door, trojan horse, back door, time bomb, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby.
• “Intellectual Property Rights” means any and all right, title, and interest arising under common and statutory laws anywhere in the world in or to all (a) patents and all filed or pending applications for patents, including any reissue, re-examination, division, continuation, or continuation-in-part applications; in each of the foregoing cases throughout the world now or hereafter filed, (b) rights relating to the protection of trade secrets and confidential information, including but not limited to rights in confidential or proprietary information (tangible or intangible), know-how, trade secret rights, and equivalent rights, (c) copyrights, other literary property, or authors rights, whether or not protected by copyright or as a mask work and all moral rights in and relating to the foregoing (including all renewals, extensions, reversions or restorations associated with such copyrights, now or hereafter provided by law, regardless of the medium of fixation or means of expression), (d) proprietary indicia, trademarks, trade names, symbols, logos, and/or brand names, whether registered or unregistered, and all goodwill in and relating to the foregoing, (e) industrial designs and all registrations and filed or pending applications for industrial designs, including any reissue, re-examination, division, continuation, or continuation-in-part applications; in each of the foregoing cases throughout the world now or hereafter filed, and (f) any rights analogous to those set forth in this definition and other proprietary rights relating to property protected or recognized as intellectual property under the law in any jurisdiction. It is hereby clarified that Intellectual Property Rights shall also include (i) rights to apply for, file, register, establish, maintain, extend or renew any of the foregoing; (ii) rights to enforce and protect any of the foregoing, including the right to bring legal actions for past, present and future infringement, misappropriation or other violations of any of the foregoing; and (iii) rights to transfer and grant licenses and other rights with respect to any of the foregoing, in the right holder’s sole discretion and without a duty of accounting.
• “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
• “Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
• “Party” means either the Company or the User, and includes their respective successors and permitted assigns.
• “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
• “Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
• “Representatives” means, with respect to a Party, that Party’s and its Affiliates’ employees, officers and directors.
• “Software” means the media intelligence platform named ‘Sentry.ai, powered by Kalki.ai’ (or by whatever name called in future), along with the related Documentation.
• “Structured Data” means data and information related to Your use of the Services that is used by us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
• “Term” means the period from the access credentials are created or received by the User until the time a User’s access to the Services is terminated in accordance with these Terms.
• “Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to us.
• “User Data” means information, data, and other content, in any form or medium, that is (directly or indirectly) collected, received from or made available by You in connection with the Services, and includes any public-facing and/or backend metadata (such as video title, tags, category, video statistics, channel name, channel ID, profile information, thumbnails, playlist content and associated metadata) related to You (or the Customer) obtained by us through YouTube API Services (or such other services / platform). For the avoidance of doubt, User Data does not include Structured Data or any other information reflecting the access or use of the Services by or on Your behalf.
• “User Systems” means the Your information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by You or through the use of third-party services.

2. SERVICES
   • Subject to payment of Fees and Yours’ compliance with the terms and conditions set forth in this Terms, we shall provide You the Services in accordance with, and subject to, these Terms.
   • Access and Use. Subject to and conditioned on Your compliance with these Terms, we hereby grant You a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the Services during the Term, solely for Your (or, if applicable, the Customer’s) internal business use / personal use (and no commercial use) in accordance with, and subject to, the terms and conditions herein. You acknowledge that we will not be delivering copies of the Software to You as part of the Services.
   • Documentation. Subject to and conditioned on Your compliance with these Terms, we hereby grant to You a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to access the Documentation during the Term solely for Your (or, if applicable, the Customer’s) internal business / personal purposes in connection with Your use of the Services.
   • Service and System Control. You have and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the User Systems, and sole responsibility for all access to and use of the Company Materials by any Person by or through the User Systems or any other means controlled by You, including any: (i) information, instructions, or materials provided by any of them to the Services or Company; (ii) results obtained from any use of the Services or Company Materials; and (iii) conclusions, decisions, or actions based on such use.
   • Reservation of Rights. Nothing in these Terms grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Company Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. Except for the limited access and usage rights granted herein, all right, title, and interest in and to the Services, the Company Materials, and the Third-Party Materials are and will remain with us and the respective rights holders in the Third-Party Materials.
   • Modifications. We reserve the right, in our sole discretion, to make any changes or modifications to the Services and Company Materials, at any time. This includes the right to suspend or discontinue any part of the Services, introduce new features, impose limits on certain features, or restrict access to parts or all of the Services. We reserve the right to remove any content from the Services at any time, for any reason, in our sole discretion and without notice. Your continued use of the Services after changes are implemented constitutes Your acceptance of the modified Services. It is Your responsibility to review the Services periodically for updates.
   • Subcontractors. We may from time to time, at our discretion, engage third parties to perform Services (each, a “Subcontractor“).
3. USE RESTRICTIONS
   • Permitted Use: You shall not, and shall not permit any other Person to, access or use the Services or Company Materials except as expressly permitted by these Terms and, in the case of Third-Party Materials, the applicable third-party license agreement.
   • Prohibited Activities: Notwithstanding anything to the contrary set forth herein, You agree not to directly or indirectly (or cause / assist the Customer or any Person to directly or indirectly):
     • copy, modify, or create derivative works or improvements of the Services or Company Materials;
     • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Company Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
     • alter, improve, develop, update, upgrade, downgrade, translate, reverse engineer, decrypt, decompile or disassemble the Services or Company Materials, or otherwise attempt to decode or gain access to the source code (or related underlying ideas or algorithms) of the Services or Company Materials, or assist or induce any other Person to do any of the foregoing;
     • bypass, breach or circumvent any security device or protection used by the Services or Company Materials or access or use the Services or Company Materials other than You through the use of Your own valid Access Credentials;
     • input, upload, transmit, or otherwise provide to or through the Services or Company Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
     • damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Company Systems, or Company’s provision of services to any third party, in whole or in part;
     • remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Company Materials, including any copy thereof;
     • access or use the Services or Company Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Company customer), or that violates any applicable Law;
     • access or use the Services or Company Materials for purposes of competitive analysis of the Services or Company Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Company’s detriment or commercial disadvantage;
     • use any robot, bot, spider, scraper, or other automated device or process to access, obtain, copy, monitor, or republish any portion of the Services;
     • transmit any unsolicited or unauthorized advertising, promotional materials, spam, or similar solicitation;
     • in the case of Third-Party Materials, breach or violate the applicable third-party license agreement or terms of use governing such Third-Party Materials; or
     • otherwise access or use the Services or Company Materials beyond the scope of the authorization granted under this paragraph 2.
   • Monitoring and Enforcement. We reserve the right to monitor Your access to and use of the Services to ensure compliance with these Terms. We may take any action, we may deem appropriate, to prevent or address misuse, including suspending or disabling Your account, removing content, and reporting violations to law enforcement or other appropriate authorities. You agree to cooperate fully with us in any investigation into misuse of the Services.
   • Suspension. We may suspend performance of the Services or Your access to (whole or part of) the Services without notice if You have (or if we have reasons to believe that You have) breached any of the terms under these Terms (including the use restrictions contained in this paragraph 3), without incurring any obligation or liability to You or any other Person by reason of such suspension.
4. USER OBLIGATIONS
   • User Systems and Cooperation. You shall at all times during the Term: (a) set up, maintain, and operate in good repair, in accordance with the Documentation all User Systems on or through which the Services are accessed or used; (b) provide Company Personnel with such access to Your premises and/or User Systems as is necessary for us to perform the Services in accordance with these Terms; and (c) provide all cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations under and in connection with these Terms. You are responsible for ensuring compatibility of User Systems with the Services.
   • Effect of Your Failure or Delay. Notwithstanding anything contained in these Terms, we shall not be responsible or liable for any delay or failure of performance caused in whole or in part by Your delay in performing, or failure to perform, any of its obligations under these Terms.
   • Corrective Action and Notice. If You become aware of any actual or threatened activity prohibited by paragraph 2, You shall immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Company Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify us of any such actual or threatened activity.
5. SECURITY
   • Information Security. We shall employ security measures in accordance with our data privacy and information security policies (as amended from time to time).
   • User Control and Responsibility. You have and will retain sole responsibility for: (a) all User Data, including its availability, content and use; (b) all information, instructions, and materials provided by or on Your behalf in connection with the Services; (c) User Systems; (d) the security and use of Yours Access Credentials; and (e) all access to and use of the Services and Company Materials directly or indirectly by or through the User Systems or Access Credentials, with or without knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
   • Access and Security. You shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of User Data, including the uploading or other provision of User Data for Processing by the Services.
6. FEES AND PAYMENT
   • Payment. All Fees shall be paid within 30 (thirty) days of the receipt of invoice from us, in accordance with the payment instructions contained therein.
   • Payment Default. If Fee is not paid within the above payment timeline (or such other timeline as agreed by us), in addition to all other remedies that may be available:
     • we may charge interest on the past due amount at the highest rate permitted under applicable Law;
     • You shall reimburse us for all reasonable costs incurred by us in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and/or
     • if such failure continues for 3 (three) days following the due date, we may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to You or any other Person by reason of such suspension.
   • Taxes. All Fees and other amounts payable for the Services under these Terms are exclusive of taxes and similar assessments.
   • No Deductions or Setoffs. All amounts payable to us under these Terms shall be paid to us in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason any deduction or withholding of tax as may be required by applicable Law).
   • Fee Increases. We reserve the right to increase the Fees at any time by providing a 30 (thirty) days’ written notice to You.
7. CONFIDENTIALITY
   • Confidential Information. “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the we consider confidential or proprietary, including information consisting of or relating to our technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the we have contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, all Company Materials, any content existing or generated on the Software, and the financial terms of these Terms are deemed to be our Confidential Information.
   • Protection of Confidential Information. You shall at all times during the Term and thereafter:
     • not access or use Confidential Information other than for the purposes permitted under these Terms;
     • not furnish, publish, divulge, disclose or make available any Confidential Information in whole or in part to any Person;
     • safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care;
     • promptly notify us of any unauthorized use or disclosure of Confidential Information and take all steps and fully cooperate with us to prevent further unauthorized use or disclosure.

Notwithstanding any other provisions of these Terms, the your obligations under this paragraph 7 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of Your act.

• Compelled Disclosures. If You are compelled by applicable Law to disclose any Confidential Information then, You shall: (a) promptly, and prior to such disclosure, notify us in writing of such requirement so that we can seek a protective order or other remedy or waive its rights hereunder; and (b) provide necessary assistance to us in opposing such disclosure or seeking a protective order or other limitations on disclosure. If we waive compliance or, after providing the notice and assistance required under this paragraph 3, You remain required by Law to disclose any Confidential Information, You shall disclose only that portion of the Confidential Information that, on your legal counsel’s advice, You are legally required to disclose and shall obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

8. INTELLECTUAL PROPERTY RIGHTS
   • Company Materials. All right, title, and interest in and to the Company Materials, including all Intellectual Property Rights therein, are and will remain with us and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. You have no right, license, or authorization with respect to any of the Company Materials except as expressly set forth in paragraph 2 or the applicable third-party license, in each case subject to paragraph 3.23.1. All other rights in and to the Company Materials are expressly reserved by us. In furtherance of the foregoing, You hereby unconditionally and irrevocably assign (in perpetuity and throughout the world) of all right, title, and interest in and to the Structured Data, including all Intellectual Property Rights relating thereto.
   • Feedback. If You send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company Materials, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), we are free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby unconditionally and irrevocably assign (in perpetuity and throughout the world) to us on Your behalf, all right, title, and interest in, and we are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to implement, adopt or act on any Feedback.
   • User Data. As between You and us You are and will remain the sole and exclusive owner of all right, title, and interest in and to all User Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in paragraph 4.
   • Consent to Use User Data. You hereby irrevocably grant all such rights and permissions in or relating to User Data as are necessary or useful to us, our Subcontractors, and the Company Personnel to enforce these Terms and exercise ours’, our Subcontractors’, and the Company Personnel’s rights and perform ours’, our Subcontractors’, and the Company Personnel’s obligations hereunder. Notwithstanding anything to the contrary in these Terms, You hereby authorize and acknowledge that we may use User Data, only on an aggregated, de-identifiable and anonymized basis, to improve the Services and to train, develop or improve its machine learning, artificial intelligence models or algorithms to improve the Services.
   • No lapse of assignment. You acknowledge and agree that, notwithstanding the provisions of any applicable Law for the time being in force, including the (Indian) Copyright Act, 1957, any assignment of Intellectual Property Rights under these Terms shall not lapse in any circumstances, including on account of the failure by us to exercise the rights assigned by You for any period of time whatsoever.
9. REPRESENTATIONS AND WARRANTIES
   • Eligibility. By accessing the Services, You represent and warrant that You are an individual of legal age who has the legal capacity to enter into a binding agreement. If you are agreeing to these Terms on behalf of the Customer, you represent and warrant that you are authorized to agree to these Terms on the Customer’s behalf and bind them to these Terms.
   • Each party represents and warrants to the other party that it has the full right, power, and authority to enter into these Terms and perform its obligations hereunder.
   • Additional User Representations, Warranties, and Covenants. You represent, warrant, and covenant to the Company that You own or otherwise have and will have the necessary rights and consents in and relating to the User Data so that, as received by us and Processed in accordance with these Terms, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. While accessing the Services and agreeing to these Terms, You represent and warrant that the You are (i) a natural person; (ii) of legal age and not a minor, (ii) have a sound mind, and (iii) under no coercion or undue influence of any person or substance and thereby competent to understand and agree to the Terms under applicable Law.
   • Disclaimer of Warranties. All Services and Company Materials are provided “as is”. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Without limiting the foregoing, we make no warranty of any kind that the Services or Company Materials, or any products or results of the use thereof, will meet Your or any other Person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of Harmful Code, or error free. All Third-Party Materials are provided “as is” and any representation or warranty of or concerning any Third-Party Materials is strictly between You and the third-party owner or distributor of the Third-Party Materials. Given the probabilistic nature of Artificial Intelligence (AI) technology, use of Services powered by AI technology may in some situations result in incorrect or inaccurate outputs or information. You acknowledge and agree that outputs generated through the use of AI technology or other non-human tools may not be used as a substitute for (and does not constitute) professional / legal advice and You are solely responsible for making your own determination of whether outputs are suitable. We do not guarantee the suitability, accuracy, quality, security, legality and reliability of AI technology, including any outputs. You are solely responsible for any reliance on the accuracy, completeness or usefulness of any outputs. You should evaluate the accuracy of any outputs as appropriate for Your use case, including by using human review of outputs. Under no circumstances shall we be liable in any way for any outputs or for any loss or damage of any kind incurred as a result of Your interaction with any AI technology or Services powered by AI technology. You should not act (or refrain from acting) on the basis of the outputs.
   • YouTube API Services.
     • Disclosure. We use (and You agree to our usage of) YouTube API Services to fetch Your (or the Customer’s) publicly available data on YouTube (which includes video title, tags, category, video statistics, channel name, channel ID, profile information, thumbnails, playlist content and associated metadata) (“YouTube Data”) to directly (or through third-party integration) create dashboard features and provide AI-powered analytics which include (without limitation) advanced metrics, content insights, AI summaries, performance predictions, optimization suggestions, trend analysis, and content recommendations.
     • Acceptance of YouTube and Google terms of service. The Parties’ rights and obligations in relation to the use of YouTube API Services for facilitation of Services under these Terms is governed by the YouTube API Services Terms of Service, available at <https://developers.google.com/youtube/terms/api-services-terms-of-service>. By agreeing to these Terms and/or using features that interact with YouTube API Services, You (on your and, if applicable, the Customer’s behalf) agree to be bound by YouTube Terms of Service (available at <https://www.youtube.com/t/terms>) and Google Privacy Policy (available at <https://www.google.com/policies/privacy>) in connection with our use of YouTube API Services for the Services under these Terms.
     • Access / Collection of YouTube Data: Depending on your permissions and interactions with our platform, we may access the following YouTube Data:
   • Video title, description, tags, category;
   • Video statistics (views, likes, comments count, etc.);
   • Channel name, channel ID, profile information;
   • Thumbnails and metadata; and
   • Playlist content and metadata.

Unless explicitly authorized by the User, we do not access your private data on YouTube (including private videos, private playlists, sensitive account details and password / authentication tokens).

• Usage of YouTube Data: We use your YouTube Data strictly for the following purposes:

• AI-based enrichment: We send non-personal public YouTube video content (titles, descriptions, tags, and statistics) to OpenAI’s API to generate:
• Advanced metrics
• Content insights
• AI summaries
• Performance predictions
• Optimization suggestions

This processing is used only to improve User’s analytics and dashboard features.

• Analytics and dashboard features: Your YouTube Data is used to:
• Display insights within our application
• Create user dashboards
• Provide trend analysis
• Generate content recommendations

We do not use YouTube Data for personalized advertising, selling or renting data, background data extraction, unauthorized data transfers or cross-service profiling unrelated to the Services. 

• Sharing of YouTube Data: We do not sell or rent YouTube Data directly to any third party, except to the following:

• Open AI: to generate AI-based insights from your YouTube Data;
• Infrastructure Service Providers (e.g., cloud hosting, computing providers): These providers only receive the minimum YouTube Data necessary to provide the Services;
• Legal authorities: only if required by Applicable Law.

We do not share your YouTube Data for marketing or advertising purposes.      

• Storing of YouTube Data / User Data: We may store non-personal public YouTube video metadata to maintain dashboards, improve load times and generate historical insights. We do not store longer than needed for provision of Services. Unless explicitly authorized by the User, we do not store your private data on YouTube (including private videos, private playlists, sensitive account details and password / authentication tokens).
• Revocation of access to YouTube Data: You may revoke our access to your YouTube Data at any time through Google’s account permissions page (available at https://security.google.com/settings/). Once revoked, we will no longer access new YouTube Data associated with your YouTube account.  
• Deletion of YouTube Data: You may request us for deletion of any of your stored YouTube Data by contacting us at info@pranapr.com. Upon receiving your written request, we will delete your YouTube Data within a reasonable period.

• You may be able to access links to other third-party websites through the Services. The inclusion of such third-party website links on the Software does not connote any approval, recommendation or endorsement by us. You acknowledge and agree that we have no control over such third-party links or third-party websites and we shall not be liable in any manner for any transactions or interactions, content, products or services accessed or availed by You through such third-party websites. You shall be solely responsible for Your interactions with such third-party websites and compliance with any policies and/or terms and conditions governing such third-party websites.

10. INDEMNIFICATION
    • You shall indemnify, defend, and hold us and our Affiliates, and each of ours’ and their respective officers, directors, employees, and assigns (each, a “Company Indemnitee“) harmless from and against any and all Losses incurred by such Company Indemnitee resulting from any Action that arises out of or results from:
      • fraud, gross negligence or willful misconduct by You;
      • Your breach of representations, warranties, covenants and/or obligations under these Terms;
      • unlawful use, by You, of the Services or Software;
      • unlawful use, by You, of confidential or proprietary information of a third party; or
      • User Data, including any Processing of User Data by or on behalf of us in accordance with these Terms.

11. LIMITATIONS OF LIABILITY
    • Exclusion of Damages. In no event will we or any of our Subcontractors be liable under or in connection with these Terms or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) loss of production, use, business, revenue, or profit or diminution in value; (b) interruption, or delay of the services; (c) loss, damage, corruption, or recovery of data; (d) cost of replacement goods or services; (e) loss of goodwill or reputation; or (f) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
    • Cap on monetary liability. In no event will our (and our Subcontractors’) collective aggregate liability arising out of or related to these Terms exceed the total amounts paid by You to us, in the 12-month period preceding the event giving rise to the claim, for the Services provided pursuant to these Terms giving rise to the claim.
12. TERM AND TERMINATION
    • Termination. In addition to any other express termination right set forth elsewhere in these Terms:
      • We may terminate these Terms, effective immediately (without any written notice to You), if You: (a) breach any of the terms under these Terms; or (b) fail to pay any amount when due hereunder, and such failure continues more than 3 (three) days after the due date;
      • We may terminate these Terms, without cause, upon giving a 7 (seven) days’ notice to You; or
      • You may terminate these Terms, without cause, upon giving at least 30 (thirty) days’ prior written notice to us.
    • Effect of Termination or Expiration. Upon termination of these Terms:
      • except as expressly otherwise provided in these Terms all rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate and Your right to use the Services will cease immediately. Termination may result in destruction of any content associated with your account, so keep that in mind before you decide to terminate your account.
      • You shall immediately cease all use of any Services or Company Materials and (i) promptly return to us, or at our written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Company Materials or Confidential Information; and (ii) permanently erase all Company Materials and Confidential Information from all systems You directly or indirectly control; and (iii) certify in writing that it has complied with the requirements of this paragraph. We may, in our sole discretion, disable all access to the Company Materials available to You.
      • You shall promptly pay to us all Fees payable to us under these Terms till the effective date of termination.
    • Surviving Terms. The provisions set forth in the following paragraphs and any other right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms , will survive any expiration or termination of these Terms: paragraphs 3, 7, 8, 4, 10, 11, 12.2.3, this paragraph 12.3, 13, 14 and 15.
13. GOVERNING LAW AND JURISDICTION
    • These Terms, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these Terms or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of India, without regard to conflicts-of-law principles.
    • Subject to paragraph 14, each Party to these Terms irrevocably agrees that the courts in Mumbai, Maharashtra shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with these Terms, including any question regarding its existence, validity, formation or termination.
14. DISPUTE RESOLUTION
    • Any dispute or claim involving the Parties and arising out of or in connection with or relating to these Terms (including any Subscription Plan) or the breach, termination or invalidity hereof (“Dispute”) shall be resolved through arbitration under the Mumbai Centre for International Arbitration (“MCIA”) in accordance with the Arbitration Rules of Mumbai Centre for International Arbitration, 2025, as amended from time to time (“MCIA Rules”) for the time being in force, provisions of which are deemed to be incorporated by reference in these Terms.
    • The arbitration shall be conducted by a sole arbitrator, who would be appointed mutually by the Parties or in accordance with the MCIA Rules where the Parties are unable to mutually agree on a sole arbitrator. All arbitration proceedings will be conducted in the English language and the venue of arbitration will be Mumbai, Maharashtra.
    • The Parties agree that the arbitration shall be conducted in an expedited manner under summary procedure rules, and the arbitrator(s) shall make all reasonable efforts to render a final award within 6 (six) months from the date of the initial hearing.
    • Any award made by the sole arbitrator will be final and binding on each of the Parties that were parties to the Dispute.
    • The costs and expenses of the arbitration, including the fees of the arbitration (including arbitrator’s fees), will be borne equally by each Party and each Party will pay its own fees, disbursements and other charges of its counsel, except as may be determined by the arbitral tribunal. The sole arbitrator would have the power to award interest on any sum awarded pursuant to the arbitration proceedings and such sum would carry interest, if awarded, until the actual payment of such amounts.
    • The existence or subsistence of a Dispute between the Parties, or the commencement or continuation of arbitration proceedings, shall not, in any manner, prevent or postpone the performance of those obligations of Parties under these Terms which are not in Dispute, and the arbitral tribunal shall give due consideration to such performance, if any, in making a final award.
    • The Parties agree that the information and documents disclosed in the course of the arbitration shall be kept confidential by the Parties and the arbitrator(s) and shall not be disclosed to any third party unless required under applicable Law.
15. MISCELLANEOUS
    • Audit rights. We or any of our nominees (including its accountants and auditors) may, on a 7 (seven) days’ notice, inspect and audit Your use of the Services under these Terms at any time during the Term. All audits will be conducted during regular business hours. You shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of us with respect to such audit.
    • Further Assurances. On a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to these Terms.
    • Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
    • Public Announcements. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or, unless expressly permitted under these Terms, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, provided, however, that we may, without Your consent, include Your name, logo and other indicia in its lists of our current or former customers in promotional and marketing materials.
    • Notices. Except as otherwise expressly set forth in these Terms, any notice, request, consent, claim, demand, waiver, or other communications under these Terms have legal effect only if in writing and addressed to a Party as follows (or to such other address or such other person that such Party may designate from time to time in accordance with this paragraph 5):

If to Company:	Sterling House, 5/7, 6, Mumbai City, Sobarji Santuk Lane Dhobi Talao, Churchgate, Mumbai – 400 002
If to User:	As per the details provided during registration / creation of Access Credentials.

Notices sent in accordance with this paragraph 15.5 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) when received, if mailed by certified or registered mail, return receipt requested, postage prepaid.

• Interpretation. For purposes of these Terms: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms: (x) to paragraphs, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, these Terms, if any; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of these Terms to the same extent as if they were set forth verbatim herein.
• Headings. The headings in these Terms are for reference only and do not affect the interpretation of these Terms.
• Entire Agreement. These Terms and any other documents or policies incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
• Assignment. You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving You (regardless of whether You are a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under these Terms for which our prior written consent is required. It is hereby clarified that we may, upon written intimation to You, assign these Terms to any Person. Any purported assignment, delegation, or transfer in violation of this paragraph 9 is void. These Terms are binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
• Force Majeure.
  • No Breach or Default. In no event will we be liable or responsible to You, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control (a “Force Majeure Event“), including (i) acts of God; (ii) flood, fire, earthquake, pandemic, epidemic, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of these Terms; and (vi) national or regional emergency; and (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities. Either party may terminate these Terms if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 60 (sixty) days or more.
  • Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, we shall give prompt written notice to You stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
• No Third-Party Beneficiaries. These Terms are for the sole benefit of the Parties to the Subscription Plan and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
• Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
• Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
• Equitable Relief. You acknowledge and agree that a breach or threatened breach by You of any of your obligations under these Terms would cause us irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, we will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.