Terms and Conditions

Last Modified: [03, 14, 2025]

ACKNOWLEDGEMENT

These Terms and Conditions (“Terms”), is a legal agreement between you (“Customer") and Prodmap. AI, (“our” “us” “Company” “Prodmap”). These Terms and Conditions govern your access to and use of the Prodmap.AI website available at http://Prodmap.ai., and all of our products and services (“Services”).

Please read these Terms carefully. By accessing and using our Services you accept and agree to be bound by these Terms and Privacy Policy, as updated from time to time. If You are entering to these Terms on behalf of a legal entity, You agree to these Terms on behalf of that entity and represent to Prodmap that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms “Customer,” “You,” “Your” shall refer to such entity and its affiliates. If You do not have such authority, and/or if you disagree with any of the provisions of these Terms, do not access or use any of our Services.

Your access and use of the Services are also conditioned on your acceptance of our Privacy Policy, which is an inseparable part of these Terms. Our Privacy Policy describes the policies and procedures on the collection, use and disclosure of your personal information when you use our Services and can be accessed here.

1. SAAS SERVICES AND SUPPORT

Subject to these Terms, the Prodmap provides a project desk service, and within your Subscription period will take commercially reasonable efforts to provide you with customer service and support. As part of the registration process, You will determine a username and password for Your account. Prodmap reserves the right to refuse registration, terminate your account, as it deems appropriate and/or for any violation of these Terms. Prodmap reserves the right to cancel trial accounts at any time during the trial period and for any reason, as it deems appropriate, as well as terminate your paid subscription in case of violation of these Terms.

2. SUBSCRIPTIONS 

Service will be available by a paid Service Contract or paid on-line subscription (“Contract”). You will be billed in advance on a recurring and periodic basis, depending on the type of the Contract/Subscription. 

As soon as the Contract period expires, your use of Service will automatically renew under the same conditions unless you or the Company cancels it by sending a prior notice 30 days in advance. You have the right to cancel your Contract renewal either through your account settings or by contacting the Company. All the fees you already paid for your current Contract period are nonrefundable and you will be able to access the Services until the end of your current Contract period, unless you choose to delete your account.

If Customer fails to pay the Contract Charges or other charges indicated on the Subscription upon the end of the trial period or the due date indicated on the Invoice, the Company may terminate or suspend Your access to and use of the Services.

The Customer’s use of the Services may not exceed the Service Capacity for the specific Subscription you have signed in, and in case it does or otherwise requires the payment of additional fees, you agree to pay all additional fees as soon as you are billed for such usage by the Company.

Company reserves the right to change the Subscription Fees or applicable charges upon 30 days prior notice. If You believe that You were billed incorrectly, please contact Company no later than 60 days after the error or problem appeared by sending an email to accounts@prodmap.ai.

The Services fees exclude any taxes, duties or similar governmental assessments, (collectively “Taxes”). If any of the Taxes are payable by Prodmap, You agree to compensate those charges along with the Subscription Fees or any other payments under these Terms, except those assessable against the Company measured by its net income.

3. BILLING

The Company will use billing through Stripe, PayPal or Mercury platforms, which will request to provide them with accurate and complete billing information which is out of Company’s reach. 

If automatic billing fails for any reason, the Company will issue an electronic invoice indicating a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice, upon which you shall make the payment in order to have access to and use of the Services. 

To prevent cancellation or suspension of your Contract, please ensure that your billing information is accurate and correct. If we cannot charge your payment method for any reason, the start of your next subscription period may be changed until you update your payment method information. 

4. RESTRICTIONS AND RESPONSIBILITIES

Customer ensures and warrants that Customer will use the Services only in compliance with these Terms and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including reasonable costs and attorneys’ fees) or any claim or action arising out of an alleged violation of these Terms or prohibited Customer’s use of Services. We have no obligation to monitor Your use of the Services, however, Company reserves the right to do so and prohibit or limit your use of the Services if it believes it is in violation of the foregoing.

5. CONFIDENTIALITY; INTELLECTUAL PROPERTY

Each party understands and agrees that all business, technical and financial information disclosed to one party (“Receiving Party”) by the other party ("Disclosing Party") constitute the confidential property of the Disclosing Party provided (a) that it is marked as confidential or (b) that it is considered to be confidential and that would, under the circumstances, appear to a reasonable person to be confidential (“Confidential Information”). Any of the Company’s Technology and any performance information relating to the Services will be deemed Our Confidential Information without any marking or further designation. 

Confidential Information does not include information that (a) was known to the Receiving Party without restriction before receipt, as demonstrated by files in existence before receipt, of that information from the Disclosing Party; (b) is publicly available through no fault of the Receiving Party; (c) becomes known to Receiving Party, rightfully and without restriction, from a source other than the Disclosing Party without breach of these Terms and otherwise not in violation of the Disclosing Party’s rights; or (d) is independently developed by the Receiving Party without any use of Confidential Information, as demonstrated by files created at the time of such independent development; (e) is required to be disclosed by law.

The Receiving Party will hold in confidence and not disclose any Confidential Information to third parties and not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations at least as protective of Confidential Information as these Terms.

The Receiving Party understands and acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

All materials (including software and content whether downloaded or not, features and functionality) contained in the Services are legally protected and valuable intellectual property of the Company (or our affiliates and/or third-party licensors, where applicable). You agree and acknowledge that you use them only under specific and limited license and in compliance with these Terms, and do not acquire any ownership rights in or to such materials.  Please note that if certain materials contained in the Services are the property of third party licensors and, without prejudice to any and all other rights and remedies available, you might be directly enforced a claim against you in case of your unauthorized use by each such licensor. 

Customer owns all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data. However, Company has the right to collect and analyze data and other information provided by You to provide the services to the Customer in accordance with our Privacy policy, which is inseparable part of these Terms. 

6. TERM AND TERMINATION

Your access to and the use of the Services remains in force for the Subscription period specified in the Contract/Subscription and shall be automatically renewed for additional periods of the same duration unless either party requests termination at least thirty 30 days’ prior notice to the end of the term.

Either party may terminate the use of services upon 30 days’ written notice if the other party materially breaches any of the provisions of these Terms. No refunds or credits for Subscription fees or payments will be provided to You if You choose to terminate Your subscription without cause prior to the end of Your effective Subscription/Contract term. All sections of these terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, ownership provisions, confidentiality obligations, indemnification, warranty disclaimers, and limitations of liability.

7. DISCLAIMERS: "AS IS" and "AS AVAILABLE" 

Services are provided to you "AS IS" and "AS AVAILABLE" with any and all faults and defects without warranty of any kind, whether express or implied. To the maximum extent permitted under applicable law, the Company, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. 

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, or the information, content, and materials or products included thereon; (ii) that the Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Services; or (iv) that the Services, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. You acknowledge that your use of the Services is at your sole risk. The Company does not warrant that your use of the Services is lawful in any particular jurisdiction, and the Company specifically disclaims such warranties.

Some jurisdictions do not allow for the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, in which case some or all of the above exclusions and limitations may not apply to you. Nevertheless, the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFITS, REVENUES, LOSS OF DATA OR CONTENT, GOOD-WILL OR OTHER INTANGIBLE LOSSES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING OR RESULTING FROM (i) YOUR ACCESS TO AND USE OF THE SERVICES OR INABILITY TO ACCESS OR USE THE SERVICES THEREOF; (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, INCLUDING ANY DAMAGE CAUSED TO YOUR DEVICES OR INFORMATION STORED THEREIN; (iii)   ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iv) ANY UNAUTHORIZED ACCESS TO, USE OR ALTERATION OF YOUR CONTENT, INFORMATION OR TRANSMISSIONS; (v) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT PROVIDED THROUGH OUR SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY FOR ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING FROM STATUTE, CONTRACT TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED ONE HUNDRED U.S. DOLLARS ($100). 

Some jurisdictions do not allow for the exclusion of certain types of warranties or limitations of liability for incidental or consequential damages, in which case some of the above limitations may not apply to you. Nevertheless, our liability will be limited to the greatest extent permitted by applicable law.

8. GOVERNING LAW

These Terms shall be governed by the laws of the State of Delaware, without respect to its conflict of laws principles.  

9. DISPUTE RESOLUTION

If you have any concern or dispute about your use of the Services, you agree to first try to resolve the dispute informally by contacting the Company. 

In the event a dispute cannot be resolved through communications with the Company, you agree that any dispute, claim, or controversy arising out of or relating to the Terms and Conditions or your use of the Services, shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Judgment on any award entered by the arbitrator may be enforced in any court having jurisdiction thereof. You acknowledge and agree that you may bring claims against the Company only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.  You waive any right to participate in a class-action lawsuit or class-wide arbitration.

10. SEVERABILITY

These Terms, the Privacy Policy and any additional agreements you may enter into with the Company constitute the entire agreement between you and Company. In the event any provision for some reason will be held to be unenforceable or invalid, such provision will be amended to accomplish the objectives of the provision or eliminated to the minimum extent possible and the remaining provisions of these Terms will continue in full force and effect.

11. CHANGES TO THESE TERMS AND CONDITIONS

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will make reasonable efforts to provide reasonable prior notice to any new terms taking effect. 

By continuing to access or use our Services after any modifications become effective, you agree to be bound by the updated terms. If you do not agree to the new terms, in whole or in part, please stop using the Services. You agree to review our Website periodically for any such changes to these Terms.

12. NOTICES

We may send you communications and notices by email or through our Services.  You hereby consent to receive communications from the Company in an electronic form, and you agree that any communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. The foregoing does not affect your non-waivable rights.

13. CONTACT US

If you have any questions about these Terms you can contact us:

• By email: accounts@prodmap.ai