Terms of Service

These Terms of Service (hereinafter "Agreement" or "Terms") govern the access to and use of the Pingovo software-as-a-service platform, including all associated products, features, APIs, tools, documentation, and related services (collectively, the "Platform" or "Services").

The Services are developed, owned, operated, and provided exclusively by Saproh Private Limited, a company incorporated under the Companies Act, 2013 of India, having its registered office in India (hereinafter referred to as "Saproh", "Company", "We", "Us", or "Our"). The Platform is marketed and distributed under the brand name "Pingovo".

The entity or individual accessing, registering for, subscribing to, or otherwise using the Services is referred to as "Customer", "User", "You", or "Your".

By accessing the Platform, clicking "I Agree", completing the registration process, or by using any feature of the Services — including free features — You represent and warrant that You have read, understood, and agree to be legally bound by this Agreement in its entirety, including all policies incorporated herein by reference.

If You are accessing the Services on behalf of a company, organisation, or other legal entity, You represent and warrant that You have full authority to bind such entity to this Agreement, and the terms "You", "Your", and "Customer" shall refer to that entity.

In this Agreement, the following terms shall have the meanings ascribed to them below:

3.1 Eligibility

The Services are available only to persons who are at least 18 years of age and have the legal capacity to enter into binding contracts under applicable law. By registering, You represent that You meet these requirements.

3.2 Account Registration

To access most features, You must create an account by providing accurate, current, and complete registration information. You agree to update such information to keep it accurate. Saproh reserves the right to refuse registration or cancel accounts at its sole discretion without notice or liability.

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including API keys. You are liable for all activities conducted under your account. You must immediately notify Saproh of any unauthorised use of your account. Saproh shall not be liable for any loss resulting from unauthorised use of your account.

3.4 One Account Per Entity

Creating multiple accounts to circumvent usage limits, service suspensions, or credit restrictions is strictly prohibited and may result in permanent termination of all associated accounts.

3.5 Business Use

The Services are designed for commercial and business use. Saproh makes no representation that the Services are appropriate for personal, non-commercial use. If You are using the Services for personal purposes, You do so at your own risk.

3.6 Account Inactivity

Saproh may terminate your account if You have not logged into the Platform or performed any action within it for a continuous period of six (6) months or more. Saproh will notify You via email of the upcoming deletion of your account and will provide a reasonable period for You to log in. If You do not log in before the end of the inactivity period, your account and all associated Customer Content will be automatically and permanently deleted. Following such deletion, no restoration of the account or associated data will be possible. Free plan accounts may be subject to shorter inactivity periods at Saproh's sole discretion.

Saproh provides, through the Pingovo Platform, a suite of software services including but not limited to:

• Email Verification — single and bulk email address validation using multi-layer technical checks
• Email Campaign Management — creation, scheduling, sending, and tracking of personalised email campaigns
• Email Warmup — automated sender reputation improvement through controlled engagement
• API Access — programmatic access to verification and account management functions
• Analytics & Reporting — dashboards, performance metrics, and exportable reports
• SMTP Management — configuration and health monitoring of sending infrastructure
• Webhook Services — real-time event delivery to customer endpoints

Saproh reserves the right, at any time and without prior notice, to modify, enhance, discontinue, or limit any feature or component of the Services. Saproh shall not be liable for any modification, suspension, or discontinuation of any feature.

The Services are provided on an "as-is" and "as-available" basis. Saproh does not guarantee that the Services will be uninterrupted, error-free, or that any specific result will be achieved through use of the Services.

5.1 Licence Grant

Subject to the terms of this Agreement and timely payment of applicable fees, Saproh grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for the Customer's internal business purposes during the Subscription term.

5.2 Restrictions

The Customer shall not, directly or indirectly:

• Copy, modify, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works based on the Platform or any component thereof
• Sublicense, sell, resell, transfer, assign, or exploit the Services commercially to any third party without express written consent from Saproh
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform
• Use the Services to build a competing product or service
• Systematically scrape, harvest, or extract data from the Platform by automated means
• Access the Services using any robot, spider, crawler, or other automated tool except as expressly permitted via the official API
• Circumvent, disable, or interfere with security-related features of the Platform
• Use the Services in any manner that violates applicable laws or regulations

5.3 Reservation of Rights

Saproh reserves all rights not expressly granted in this Agreement. No implied licences are granted.

6.1 Customer Ownership

As between the parties, the Customer retains all ownership of its Content. By submitting Content to the Platform, the Customer grants Saproh a worldwide, royalty-free, non-exclusive licence to host, store, process, transmit, analyse, and use such Content solely as necessary to provide, improve, secure, and develop the Services.

6.2 Customer Warranties Regarding Content

The Customer represents and warrants that:

• The Customer has the full legal right, authorisation, and consent required to submit any Email Data or Content to the Platform
• All email addresses and contact data submitted have been collected in compliance with applicable law, including anti-spam regulations
• The Content does not violate any third-party intellectual property rights, privacy rights, or applicable laws
• The Customer has obtained all necessary consents from contacts whose data is uploaded to the Platform

The Platform requires the Customer to affirmatively confirm a lawful basis (consent or an existing relationship) at the time of each list upload. This confirmation is a record-keeping aid and does not reduce or replace the warranties above — the Customer remains solely responsible for the accuracy of that confirmation.

6.3 Responsibility for Content

Saproh exercises no editorial control over Customer Content. The Customer is solely responsible for the accuracy, quality, legality, and compliance of all Content uploaded or generated through use of the Services. Saproh shall have no liability arising from Customer Content.

6.4 Content Removal

Saproh reserves the right, but has no obligation, to review, monitor, or remove Customer Content that Saproh, in its sole discretion, determines to be in violation of this Agreement or applicable law, without prior notice or liability.

7.1 Aggregated & Anonymised Data

Saproh shall have the irrevocable, perpetual, worldwide, royalty-free right to collect, compile, aggregate, anonymise, and use data derived from the Customer's use of the Services — including Email Data, verification results, campaign performance data, delivery statistics, and usage patterns — in an anonymised or aggregated form that does not identify the Customer or any individual. Saproh may use such aggregated data without restriction for any purpose, including but not limited to: improving the Platform, training algorithms and machine learning models, developing new products and services, generating industry benchmarks, and commercial analytics.

7.2 Verification Result Caching

Email addresses submitted for verification and their resulting verification status may be retained by Saproh in a verification cache for service efficiency purposes. This cached data is used to avoid re-processing previously verified addresses, to improve system performance, and to develop and maintain the verification engine. Cached verification results may be used across all customers of the Platform. The Customer expressly consents to this caching and acknowledges it is an inherent and necessary function of the Services.

7.3 Email Infrastructure Use

To perform SMTP-level email verification, the Platform will initiate SMTP connections and test transactions with third-party mail servers using email addresses submitted by the Customer. The Customer expressly authorises Saproh to initiate such connections and acknowledges that such technical activities may be logged by receiving mail servers. Saproh shall not be responsible for any consequences arising from such connections.

7.3.1 Pingovo Mail — Managed Sending Infrastructure

Customers who select the Pingovo Mail sending method authorise Saproh to deliver campaign emails on their behalf using Saproh's own IP pool and Saproh-assigned sending subdomains. In this mode: (a) the envelope From address and the visible From header will reflect a Saproh-controlled subdomain; (b) the Customer's real email address will be set as the Reply-To header; (c) campaign emails will be scored by an on-premises content-analysis engine (Rspamd) prior to delivery — emails that exceed the configured spam-score threshold may be blocked without notice; and (d) daily sending limits and IP-pool assignment are managed by Saproh at its discretion. The Customer remains solely responsible for the lawfulness and content of all emails sent through this method.

7.3.2 Sender Verification

Before any email address may be used as a campaign From address, the Customer must verify ownership by completing a one-time OTP (one-time password) verification. Alternatively, for custom domains, the Customer may publish SPF, DKIM, and DMARC DNS records to authenticate the domain. Saproh reserves the right to suspend any sender address that generates excessive bounces, spam complaints, or that is found to be used in violation of this Agreement.

7.4 Platform Improvement

Saproh may use Customer usage patterns, feature interaction data, error logs, and performance data — without identifying the Customer — to research and improve the Platform. No additional consent is required for such use.

7.5 Disposable Domain & Reputation Databases

Saproh continuously develops and maintains internal databases of disposable email domains, spam trap patterns, parked domains, and MX infrastructure classifications. Information derived from Email Data submitted to the Platform may contribute to the training and maintenance of these databases. The Customer grants Saproh a perpetual, irrevocable licence to use such derived, non-personally-identifiable information for this purpose.

7.6 No Obligation to Retain

Saproh has no obligation to retain Customer Content beyond the applicable retention period set out in the Privacy Policy. The Customer is solely responsible for maintaining independent copies of any Content or Output Data it wishes to preserve.

7.7 Log & Event Data Deletion

If Saproh determines that the Customer's use of the Services generates a volume of events, delivery logs, or system records (collectively "Logs") that imposes material strain on the Platform's infrastructure, Saproh reserves the right to delete those Logs and any statistics or reports derived from them, at intervals of no less than every 24 months following each Log's creation date. Such deletions may affect the availability of historical analytics and reporting data up to the date of deletion. Saproh strongly advises Customers to regularly export and retain their own copies of analytics data.

7.8 Content Retrieval After Termination

If the Customer's account is terminated for any reason, Customer Content will be permanently deleted upon termination. If the Customer wishes to retrieve exportable Content following termination, they must submit a written request to [email protected] within 24 hours of the termination date. Saproh may, at its discretion, make such Content available for retrieval during this window and reserves the right to charge a fee equivalent to the Customer's last monthly Subscription amount for this service. After this 24-hour window, all Customer Content will be permanently and irrecoverably deleted.

This 24-hour window applies to a termination of this Agreement — it is distinct from a Customer's own self-service account deletion request (Settings → Security → Delete Account), which follows the 30-day grace-period process described in the Privacy Policy instead, and can be cancelled at any time before it completes simply by logging back in.

8.1 Subscription Fees

The Customer agrees to pay the Subscription Fees applicable to the selected plan, as displayed on the pricing page at the time of subscription. All fees are quoted exclusive of applicable taxes unless stated otherwise.

8.2 Billing Cycle

Subscription Fees are billed in advance on a monthly or annual basis as selected by the Customer. Annual subscriptions are non-refundable except where required by applicable law.

8.3 Payment Methods

Payment is processed through Razorpay. The Customer authorises Saproh to charge the applicable fees to the payment method on file. The Customer is responsible for ensuring that payment details are accurate and current. Accepted payment methods include credit/debit cards, UPI, net banking, and wallets (India); international cards are accepted for USD-denominated plans.

8.3.1 Account Wallet

Saproh may credit the Customer's account wallet with promotional amounts, refunds, or adjustments at its sole discretion. Where the Customer's wallet balance is sufficient to cover the full purchase amount, Saproh may apply the wallet balance directly at checkout without opening the third-party payment gateway. Wallet balances have no cash value, are non-transferable, non-refundable, and expire upon account termination.

8.4 Failed Payments

If payment fails, Saproh reserves the right to suspend access to the Services immediately without notice. Saproh will attempt to notify the Customer of payment failures but is not obligated to do so before suspending access.

8.4.1 Plan Upgrades & Downgrades

The Customer may upgrade their Subscription plan at any time during a billing period. Upgrades take effect immediately and Saproh will issue an additional invoice for the pro-rated difference for the remainder of the current billing period. The Customer may not downgrade their plan level before the end of the current Subscription period. Downgrades take effect from the next renewal date.

8.5 Price Changes

Saproh reserves the right to change pricing at any time. For existing subscribers, Saproh will provide at least 14 days' advance notice of price increases. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.

8.6 Taxes

The Customer is responsible for all applicable taxes, duties, levies, or similar governmental assessments, including GST, VAT, sales tax, or withholding taxes, arising from the Customer's use of the Services.

8.7 Refund Policy

Cancel within 15 days of payment and you get the whole payment back, no questions asked — we do not count how many credits you used. After 15 days, subscription payments are non-refundable.

Within 15 days — full refund. Cancel a subscription within 15 days of payment and the entire payment is refunded, regardless of how much of the plan has been used. The refund covers the full amount charged, including any tax collected on it, and is returned to the original payment method.

After 15 days. Subscription payments are non-refundable more than 15 days after the payment date. Cancelling then stops future charges but does not refund the current period.

Exclusions. One-time credit purchases and pay-as-you-go credits are final and are not covered by this policy. Accounts suspended or blocked for a breach of these Terms — including spam, phishing or unlawful content - are not eligible for an refund. When a refund is requested under this policy, any unused plan credits are withdrawn and the plan ends immediately rather than at the end of the billing period. Separately purchased credits are not affected.

These terms apply to Subscription Fees only and are the terms in force at the time of the payment being refunded. Saproh may vary them prospectively; a change does not alter the terms applied to a payment already made. In the event of a material breach by Saproh, the Company may, at its sole discretion, offer a pro-rated credit for the unused portion of the current billing period in addition to any refund due under this section.

8.8 Credit Purchases

One-time credit purchases are final and non-refundable. Credits have no cash value and cannot be exchanged for currency. Credits purchased under a promotional rate may be subject to additional restrictions.

8.9 Disputed Charges

The Customer must notify Saproh of any disputed charge within 30 days of the charge date. Saproh will investigate disputes in good faith but is not obligated to reverse any charge beyond what is required by applicable law.

9.1 Credit System

Certain features of the Services, including email verification, consume Credits. One Credit equals one unit of consumption as defined in the applicable product documentation.

9.2 Credit Expiry

Credits included in a Subscription plan expire at the end of the billing cycle and do not roll over. One-time purchased Credits and pay-as-you-go Credits do not expire while the account remains active in good standing.

9.3 Credit Deduction

Credits are deducted at the time a verification or chargeable action is initiated, not upon delivery of results. Credits consumed for incomplete or errored requests due to third-party factors (such as unresponsive mail servers) are non-refundable.

9.4 Rate Limits

The Services are subject to rate limits as defined in the applicable plan documentation. Saproh reserves the right to throttle or temporarily suspend access if usage exceeds plan limits or degrades service performance for other users.

9.5 Fair Use

Saproh reserves the right to implement fair use policies to prevent abuse. Plans described as "unlimited" are subject to fair use limits as determined by Saproh at its sole discretion.

The Customer agrees to use the Services solely for lawful purposes and in a manner consistent with this Agreement. The Customer shall comply with all applicable laws, regulations, and industry standards, including but not limited to:

• The Information Technology Act, 2000 and rules thereunder (India)
• The Digital Personal Data Protection Act, 2023 (India)
• CAN-SPAM Act (United States)
• CASL — Canada's Anti-Spam Legislation
• GDPR — General Data Protection Regulation (European Union)
• All applicable anti-spam, electronic communications, and data protection laws in the jurisdictions where campaigns are sent or recipients are located

The Customer is solely responsible for determining the legal requirements applicable to its email marketing activities in each jurisdiction it operates in.

10.1 No Sensitive Personal Data

The Customer acknowledges that the Services have not been designed, tested, or certified to collect, process, store, or manage sensitive personal data as defined under applicable law, including but not limited to: data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for identification purposes, health data, or data concerning a person's sex life or sexual orientation. The Customer expressly agrees not to submit, upload, or process any such sensitive data through the Platform.

10.2 Technical Prerequisites

The Customer is responsible for maintaining a functional device with a modern web browser and a stable, high-performance internet connection adequate to access and use the Services. Saproh does not guarantee the transmission of electronic communications, messages, or data over the internet and shall not be liable for failures, delays, or losses caused by the Customer's network, device, or infrastructure.

Without limiting other restrictions in this Agreement, the Customer shall not:

1. Use the Services to send unsolicited commercial email (spam) to individuals who have not given their express consent to receive communications from the Customer
2. Upload or process email lists purchased from third-party brokers without verifiable proof of subscriber consent
3. Use the Platform for phishing, spoofing, identity theft, or fraudulent communications
4. Send campaigns containing malware, viruses, ransomware, spyware, or any malicious code
5. Engage in email bombing, denial-of-service attacks, or actions intended to overwhelm mail servers
6. Use the Platform to harass, threaten, defame, or abuse any person
7. Transmit content that is obscene, pornographic, defamatory, or violates the rights of third parties
8. Use the Services to violate any intellectual property rights or trade secret rights of any person
9. Attempt to gain unauthorised access to any part of the Platform, related systems, or networks
10. Impersonate another person, entity, or brand in campaigns
11. Use the Services for any purpose that constitutes a violation of applicable law or these Terms
12. Circumvent or attempt to circumvent rate limits, account restrictions, credit limits, or plan limitations
13. Share account credentials with persons outside the Customer's organisation
14. Use the Services to verify email addresses for the purpose of selling or distributing the verified list to third parties as a data product

Saproh reserves the right to monitor usage for compliance with this policy and to terminate access immediately, without refund, for any violation of this section.

Saproh Private Limited expressly disclaims all warranties, including but not limited to:

• Merchantability — Saproh makes no warranty that the Services are of merchantable quality or fit for the Customer's particular purpose
• Fitness for Purpose — Saproh makes no warranty that the Services will meet the Customer's specific requirements
• Accuracy of Results — Saproh does not warrant that verification results are accurate, complete, or current. Email verification is an inherently probabilistic technical process. A result of "safe" does not guarantee deliverability, and a result of "invalid" does not guarantee the address does not exist
• Uninterrupted Service — Saproh does not warrant that the Services will be uninterrupted, timely, error-free, or free from viruses or harmful components
• Data Loss — Saproh does not warrant against data loss. The Customer is solely responsible for maintaining backups of all Content
• Third-Party Behaviour — Saproh makes no warranties regarding the availability, reliability, or behaviour of third-party mail servers, DNS infrastructure, or internet networks that are outside Saproh's control
• Regulatory Compliance — Saproh does not warrant that use of the Services will ensure the Customer's compliance with applicable laws, including anti-spam, data protection, or electronic communications regulations

No advice or information, whether oral or written, obtained by the Customer from Saproh or through the Services shall create any warranty not expressly stated in this Agreement.

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SAPROH PRIVATE LIMITED, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of revenue, profits, business, data, goodwill, or anticipated savings
• Business interruption or loss of opportunity
• Cost of procurement of substitute goods or services
• Damage to reputation or relationships
• Damages arising from errors, inaccuracies, or omissions in verification results
• Damages arising from email deliverability failures, bounces, or spam classification
• Damages arising from unauthorised access to or alteration of Customer transmissions or data

WHETHER OR NOT SAPROH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, and regardless of the theory of liability (contract, tort, negligence, strict liability or otherwise).

13.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SAPROH'S TOTAL CUMULATIVE LIABILITY TO THE CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT — WHETHER BASED IN CONTRACT, TORT, STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE LESSER OF: (a) THE TOTAL FEES PAID BY THE CUSTOMER TO SAPROH IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) INR 5,000 (FIVE THOUSAND RUPEES) / USD 100 (ONE HUNDRED US DOLLARS), WHICHEVER IS LOWER.

13.3 Essential Basis

The Customer acknowledges that the limitations of liability set out in this section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties, without which Saproh would not have entered into this Agreement.

13.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to the Customer to the extent prohibited by law.

The Customer shall defend, indemnify, and hold harmless Saproh Private Limited and its affiliates, directors, officers, employees, and agents from and against any claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to:

• The Customer's use or misuse of the Services
• Breach of this Agreement or any representation, warranty, or obligation contained herein
• Violation of any applicable law or regulation
• The Customer's Content or Email Data, including any third-party claim that the Customer's Content infringes intellectual property rights or violates privacy rights
• Any campaign, email, or communication sent by the Customer through the Platform
• Any claim by a third party resulting from the Customer's sending of unsolicited email
• Negligence, wilful misconduct, or fraud by the Customer or its Authorised Users

Saproh reserves the right, at the Customer's expense, to assume exclusive defence and control of any matter subject to indemnification by the Customer. The Customer shall cooperate fully with Saproh in such defence.

15.1 Saproh's IP

The Platform, Services, and all associated software, algorithms, databases, interfaces, documentation, trademarks, trade names (including "Saproh" and "Pingovo"), logos, and all Intellectual Property Rights therein are exclusively owned by Saproh Private Limited. Nothing in this Agreement transfers any Intellectual Property Rights to the Customer.

15.2 Feedback

If the Customer provides any suggestions, ideas, feedback, or recommendations regarding the Services ("Feedback"), the Customer hereby grants Saproh an irrevocable, perpetual, worldwide, royalty-free licence to use, reproduce, modify, create derivative works from, and commercialise such Feedback without any obligation to the Customer.

15.3 Customer's IP

The Customer retains ownership of its pre-existing Intellectual Property Rights. No licence to the Customer's IP is granted to Saproh except as expressly set out in this Agreement (including Section 6.1 and Section 7).

15.4 Output Data

The Customer owns the Output Data generated specifically from its Content. However, Saproh retains the right to use anonymised, aggregated, or de-identified derivatives thereof in accordance with Section 7.

16.1 Mutual Obligations

Each party agrees to protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Each party agrees not to use the other's Confidential Information for any purpose outside the scope of this Agreement.

16.2 Exceptions

Confidentiality obligations do not apply to information that:

1. Is or becomes publicly available through no fault of the receiving party
2. Was known to the receiving party prior to disclosure, as evidenced by written records
3. Is independently developed by the receiving party without use of the disclosing party's Confidential Information
4. Is received from a third party without restriction on disclosure
5. Is required to be disclosed by law, court order, or regulatory authority

16.3 Aggregated Data

Aggregated and anonymised data derived from the Customer's usage of the Services shall not be considered Confidential Information for the purposes of this section.

Saproh's collection and use of Personal Data is governed by the Privacy Policy, which is incorporated into this Agreement by reference and forms an integral part hereof.

Where the Customer submits Personal Data of third parties (such as contact email addresses) to the Platform, the Customer acts as the Data Controller and Saproh acts as the Data Processor. The Customer is solely responsible for ensuring a lawful basis for the processing of such Personal Data and for obtaining all necessary consents.

The Customer represents and warrants that it has the legal right to upload and process all Personal Data submitted to the Platform and that such processing complies with all applicable data protection laws.

The Platform may integrate with or rely upon third-party services, including Razorpay (payment processing), Worldstream (dedicated server infrastructure), Hostinger (DNS management), and other DNS/SMTP infrastructure operators. Saproh does not control and is not responsible for the availability, accuracy, or performance of third-party services.

The Customer's use of any third-party service is governed by the applicable third-party terms of service. Saproh shall have no liability for any failure, outage, data loss, or other issue arising from third-party services, even where such failure affects the Customer's access to or use of the Platform.

19.1 Termination by Customer

The Customer may terminate a Subscription at any time by cancelling through the billing dashboard or by notifying Saproh in writing. Cancellation takes effect at the end of the current billing period, except where a refund is issued under section 8.7, in which case access ends when the refund is approved. Any refund due on cancellation is determined by section 8.7. For annual Subscriptions, the Customer must provide at least fifteen (15) calendar days written notice of non-renewal prior to the renewal date by emailing [email protected]. Failure to provide such notice will result in the Subscription being automatically renewed for a further annual term.

19.2 Termination by Saproh — For Cause

Saproh may suspend or terminate the Customer's access immediately and without prior notice upon:

• Any breach of this Agreement, including the Acceptable Use Policy
• Non-payment of fees
• Sending campaigns with a bounce rate exceeding the threshold defined in the platform settings
• Spam complaint rates exceeding industry-standard thresholds
• Use of the Services for illegal purposes
• Any action that, in Saproh's sole judgment, threatens the security, integrity, or reputation of the Platform or other users

19.3 Termination by Saproh — Without Cause

Saproh reserves the right to terminate any account, with or without cause, upon 30 days' written notice. In such event, Saproh will provide a pro-rated refund of prepaid Subscription Fees for the unused portion of the current billing period. Credits will not be refunded.

19.4 Suspension

Saproh may suspend (rather than terminate) access to the Services at its discretion, including during investigation of a suspected breach. Suspension does not entitle the Customer to any refund or credit.

Upon termination or expiry of this Agreement:

• The Customer's right to access and use the Services immediately ceases
• All licences granted under this Agreement terminate
• Credits are forfeited and have no cash value upon termination
• Saproh may delete Customer Content from its systems in accordance with the data retention schedule set out in the Privacy Policy
• The Customer remains liable for all outstanding fees and obligations accrued prior to termination
• Provisions of this Agreement that by their nature should survive termination (including Sections 7, 12, 13, 14, 15, 16, 23, 24) shall survive

Saproh shall have no liability to the Customer for deletion of Customer Content following termination of this Agreement.

Saproh shall not be liable for any delay or failure in the performance of its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond Saproh's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government action, regulatory orders, internet or telecommunications failures, power outages, cyberattacks, failure of third-party service providers, or any other event that constitutes a force majeure under applicable law.

Saproh will endeavour to provide prompt notice of such circumstances and to resume performance as soon as reasonably practicable.

Saproh reserves the right to modify these Terms at any time. Material changes will be communicated to the Customer via email or through a notice on the Platform no less than 14 days before the changes take effect. Non-material changes (such as clarifications, grammatical corrections, or additions of new features) may be made without prior notice.

The Customer's continued use of the Services after the effective date of any modification constitutes irrevocable acceptance of the modified Terms. If the Customer does not agree with any modification, the Customer must cease use of the Services and, if applicable, cancel their Subscription before the effective date.

Saproh also reserves the right, without liability, to modify, enhance, reduce, or discontinue any feature, functionality, or component of the Services at any time.

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws provisions. The courts of competent jurisdiction in India shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, subject to the arbitration provisions of Section 24.

If the Customer is located outside India, the Customer irrevocably submits to the jurisdiction of Indian courts and waives any objection to the laying of venue in India on grounds of inconvenience or otherwise.

24.1 Informal Resolution

Before initiating formal dispute proceedings, the parties agree to attempt resolution informally. The Customer must send a written notice of dispute to [email protected] describing the nature of the dispute and the relief sought. The parties shall have 30 days to attempt informal resolution from the date of such notice.

24.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India, as amended. The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties, or appointed in accordance with the applicable rules. The seat of arbitration shall be India. The language of arbitration shall be English.

24.3 Exceptions

Notwithstanding the above, either party may seek urgent injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CUSTOMER WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST SAPROH. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS. THIS WAIVER IS A MATERIAL TERM OF THIS AGREEMENT.

Saproh targets a Platform uptime of 99.0% measured on a monthly basis, excluding scheduled maintenance. This uptime target is a commercial aspiration only and does not constitute a legally binding service level agreement (SLA) unless separately agreed in writing between the parties in a signed enterprise addendum.

Saproh may conduct scheduled maintenance at any time and will endeavour to provide advance notice where practicable. Scheduled maintenance windows shall not count toward any uptime calculations.

Saproh provides no service level guarantees, warranties, or commitments regarding uptime, response time, throughput, or any other performance metric for Services accessed under the standard subscription tiers.

The Customer agrees to comply with all applicable export and import control laws, including those of India and any other jurisdiction from which the Customer accesses the Services. The Customer represents and warrants that it is not located in, controlled by, or a national of any country subject to Indian or other applicable trade embargoes or sanctions, and that it is not listed on any restricted party list maintained by relevant governmental authorities.

By registering for and using the Services, the Customer consents to receiving communications from Saproh electronically, including via email and in-platform notifications. Such electronic communications satisfy any legal requirement that communications be in writing. Saproh may send transactional emails, service notices, security alerts, and, where the Customer has opted in, promotional communications.

The Customer acknowledges that the internet is an inherently insecure medium and that Saproh cannot guarantee the security of any communication transmitted electronically.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Saproh's failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision unless acknowledged in writing by an authorised representative of Saproh.

This Agreement, together with the Privacy Policy, Acceptable Use Policy, any Order Forms, and other documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, representations, or agreements, whether oral or written.

No modification of this Agreement shall be binding unless made in writing and either (a) agreed to by both parties in a signed addendum or (b) published by Saproh in accordance with Section 22.

For all legal notices and formal communications under this Agreement:

The Customer may not assign, delegate, or transfer this Agreement, or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Saproh. Any purported assignment in violation of this section is null and void. Saproh may freely assign or transfer this Agreement and any of its rights or obligations without the Customer's consent, including in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

All legal notices and formal communications intended for Saproh must be submitted in writing to the address or email set out in Section 31 and shall be deemed delivered upon actual receipt. All notices intended for the Customer shall be delivered via email to the address on file within the Customer's account, or by in-platform notification. The Customer is solely responsible for ensuring that the email address registered on the account is current and accurate. Electronic notices shall be deemed delivered at the time they are sent to the registered email address, regardless of whether the Customer actually reads or receives them.

Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the Customer and Saproh. The parties are independent contractors. Neither party has any right, power, or authority to bind the other in any manner, to make any representations or warranties on behalf of the other, or to incur any obligations or liabilities on behalf of the other.

The Customer hereby consents to Saproh publicising the existence of the commercial relationship between the parties (but not its specific terms) as part of Saproh's promotional and marketing activities. In this regard, the Customer authorises Saproh to mention the Customer's business name and logo as a trade reference on any communication medium, including the Pingovo website, case studies, and social media channels. This authorisation is granted free of charge. The Customer may withdraw this authorisation at any time by sending written notice to [email protected]. Any authorised use of the Customer's name or logo prior to receipt of the withdrawal notice shall not constitute a breach of this Agreement.

To the fullest extent permitted by applicable law, any claim or cause of action arising out of or relating to this Agreement or the Services must be filed within one (1) year from the date on which the Customer became aware, or reasonably should have become aware, of the facts giving rise to the claim. Claims not filed within this period are permanently barred, regardless of the applicable statutory limitation period. This limitation period does not apply where prohibited by applicable mandatory law.