Terms of Service

1. Who this agreement is with

These Terms of Service govern your use of SellerProAI, a software service operated by Hummingbird Enterprises, D27, Jaipur, Rajasthan, 302006, India ("we", "us", "our"). "You" means the person or business using the Service.

By creating an account you enter into this agreement. If you do not agree, do not create an account or use the Service.

2. Definitions

In these Terms:

• "Service" means the SellerProAI application and everything we make available through it.
• "Account" means your registered access to the Service.
• "User" means anyone using the Service. "Business User" means a User acting for a business.
• "Template" means the category template you obtain from a Marketplace and upload.
• "Marketplace" means an online selling platform whose Template format the Service works with.
• "Project" means one piece of listing preparation work, containing one or more Product Groups.
• "Product Group" means one product within a Project, together with all of its Variants.
• "Variant" means one combination of the options that vary for a product, such as a size and colour pairing.
• "Listing" means the prepared output for one Product Group. One Product Group counts as one Listing.
• "Listing Content" and "Generated Content" mean text prepared with AI assistance from the product information you enter.
• "Exported File" means the completed listing file you download.
• "Free Plan" and "Paid Plan" mean the plans described in section 12.
• "Billing Period" means the period your plan is paid for.
• "Quota" means the number of Listings your plan allows in a Billing Period. "Usage" means how much of it you have used.

3. Eligibility

You must be at least 18 years old and legally capable of entering into a contract. If you register for a business, you confirm you are authorised to bind it.

The Service is a business tool. It is not intended for children, and we do not knowingly collect personal data from children.

4. Electronic acceptance

This agreement may be entered into electronically. Ticking the box confirming you agree to these Terms during registration is your acceptance of them.

We keep a record of that acceptance, including which version of these Terms was in force at the time. That record is created by us and is not something your browser supplies.

Acceptance records are kept as history. A later acceptance is added alongside an earlier one rather than replacing it.

Legal review required. Ticking a box records that acceptance happened. It does not by itself make every clause enforceable — an unfair or unlawful term is unenforceable however it was accepted. Counsel should confirm the clauses marked below.

5. Your account

You give a name, an email address and a password to register. A business name and mobile number are optional.

You must confirm your email address before the listing features become available.

You are responsible for keeping your password confidential and for activity carried out through your Account, except where the law provides otherwise. Tell us promptly at contact@sellerproai.com if you believe someone else has access.

Provide accurate information and keep it current. Do not share, sell or transfer your Account.

6. What the Service does

SellerProAI helps you prepare marketplace listing files in bulk. In outline: you start a Project, upload the Template your Marketplace gave you, enter your product information, define the options that vary, generate the listing, review it, and export the completed file.

Amazon and Flipkart category template formats are supported at the time of writing. Nothing in these Terms promises any particular Marketplace, feature or date.

7. What the Service does not do

So there is no doubt about the boundaries of the Service, it:

• It does not publish or upload listings to any marketplace on your behalf.
• It does not connect to marketplace seller accounts and never asks for marketplace credentials.
• It does not synchronise inventory, stock levels or prices with any marketplace.
• It does not manage orders, shipping or returns.

8. Marketplaces, and why acceptance is not guaranteed

We do not guarantee that an Exported File will be accepted by any Marketplace, that a listing will go live, or that it will meet the rules of any Marketplace or category.

Marketplaces set their own requirements and change them without reference to us. Templates change. Validation happens on their systems, not ours, and output may need further editing before it is accepted. Listing approval, visibility, search ranking, sales and revenue are matters for the Marketplace and the market, and we promise none of them.

You are responsible for the final submission and for its compliance with the Marketplace's rules and with the law.

Marketplace names and trademarks belong to their respective owners. SellerProAI is an independent software service and is not affiliated with, sponsored by, or endorsed by Amazon, Flipkart or any other Marketplace.

9. Your content, and the permission we need

Your product information and the files you upload remain yours. We claim no ownership of them.

You grant us only the permission needed to run the Service for you: to store, process, transmit and display your content in order to prepare, generate and export your listings, to keep backups, and to provide support. It lasts while your Account exists and while we are required to retain the material.

We do not use your content for advertising, and we do not use it to train AI models.

You confirm you have the right to upload and process everything you provide, including Templates and any material owned by someone else. Do not upload malware or malicious code, payment card numbers, other people's credentials, or material you are prohibited from processing.

Prohibited content is further governed by the Acceptable Use Policy.

10. AI-assisted content

Listing Content is prepared with AI assistance from the product information you enter. When you generate, that product information — for example brand, material, attributes and variant values — is sent to our AI provider. Your name, email address, account identifier and payment details are not.

Generated Content can be inaccurate, may need editing, and is not guaranteed to be original or free of third-party rights. It is not legal, tax, regulatory, medical or other professional advice.

Before you export, verify anything that carries consequences if wrong — measurements, materials, specifications, safety information, certifications, regulatory statements, origin, brand and pricing.

You remain responsible for the final listing. The AI Disclaimer sets this out in full and forms part of these Terms.

11. Intellectual property

Several different things meet inside a Project, so to be clear:

• Your content — your product information and uploaded files — remains yours.
• The Service, its software, interface, documentation and the SellerProAI name and branding belong to us. Using the Service transfers none of it to you, and you may not copy, resell or redistribute it.
• Templates are produced and owned by the Marketplace that issues them. Neither of us gains rights in them by using the Service.
• As between you and us, we claim no ownership of Generated Content or your Exported File, and you may use them for your listings. Whether any intellectual property right exists in AI-generated material, and who holds it, depends on applicable law and on any third-party rights — which is why we make no promise that the output is unique or protectable.
• Feedback you send us about the Service may be used to improve it, without obligation or payment to you. This does not give us any right in your content.

Legal review required. Copyright in AI-generated material is unsettled in Indian law. The ownership wording above is deliberately conservative and should be confirmed before it is relied on commercially.

12. Plans, quota and usage

There is a Free plan and paid plans named Starter, Growth, Pro and Enterprise. What each includes, and its price, are shown in the application.

Each Product Group in a Project counts as one Listing against your Quota, however many Variants it produces. A Project containing several Product Groups needs enough Quota for all of them at once; if there is not enough, the whole Project is refused rather than partly produced.

Quota is set aside when you submit a Project and counted once the Project has been produced. If a Project produces nothing, the amount set aside is returned to your Account. Trying again sets aside a fresh amount, so a failed attempt followed by a successful one counts once.

Your plan allowance resets at the start of each Billing Period. Unused plan allowance does not carry forward.

Additional Listings purchased separately are held as a credit on your Account and are not part of the periodic allowance. Where such a credit carries an expiry, it is shown with the credit.

A returned allowance is a credit within your Account. It is not a refund of money.

13. Subscriptions, billing and payment

Payments are processed by our payment provider, Razorpay. You complete payment on their checkout; card and payment instrument details are entered with them and do not pass through or get stored on our servers.

A payment counts as successful only when confirmed and verified by the payment provider, and your plan is activated at that point. Closing the checkout before completing payment creates no charge. If a payment fails, your existing plan continues until the end of the period it was paid for.

Automatic renewal is optional and off unless you enable it. If you enable it, you authorise a recurring payment mandate with the payment provider up to the amount and frequency shown when you set it up, and you can cancel that mandate.

Changing plan continues your current Billing Period rather than restarting it.

An invoice is issued for each successful payment and is available in the application.

For a billing question or a charge you believe is wrong, write to contact@sellerproai.com with the invoice or payment reference. Do not send your full card number.

The Payment Policy sets out these mechanics in full and forms part of these Terms.

14. Taxes

Prices are shown in the application. Applicable taxes are charged as required by law and shown on your invoice. The treatment may depend on your status, your location, your registration and the rules in force.

Legal review required. Whether GST applies, at what rate, and how place of supply is determined for each customer depends on the business's own tax position and registration. Confirm with a tax adviser.

15. Cancellation and refunds

You may cancel a paid plan from the application. Cancelling stops future renewals; your plan continues to the end of the period already paid for, and cancelling does not by itself refund that period.

There is no self-service refund. Refunds are assessed and processed by our team on request to contact@sellerproai.com.

A returned Quota allowance following a failed generation is a credit within your Account and is a different thing from a refund of money.

The Refund & Cancellation Policy governs this in full and forms part of these Terms. We cannot promise a refund outside that policy, and nothing in it removes a right the law gives you.

16. Third-party providers

The Service depends on third parties: a payment provider, an email provider, an AI provider, and the infrastructure the application runs on. Their own terms govern their services, and you have no contract with them through us.

If one of them is unavailable or degraded, parts of the Service may be unavailable or degraded too. We are not responsible for failures of third-party services that are outside our reasonable control, though this does not affect liability that cannot be excluded by law.

17. Privacy

Using the Service involves processing information about you, as described in the Privacy Policy, which governs that processing and forms part of these Terms.

Where a specific processing purpose rests on your consent — optional marketing email — that consent is asked for separately and can be withdrawn at any time. Most processing is necessary to provide the Service you asked for and does not rest on consent.

Where anything in these Terms and the Privacy Policy differ on the handling of personal data, the Privacy Policy governs.

18. Security

We maintain technical and organisational measures appropriate to the Service, including hashed password storage, restricted session cookies, limits on repeated sign-in attempts, single-use and time-limited password reset links, and separation of each customer's content.

No internet service can be guaranteed perfectly secure, and we do not claim otherwise. We hold no security certification and make no such claim.

You must protect your credentials and tell us promptly if you suspect unauthorised access. We may take reasonable measures to protect the Service and its users, including restricting access where there is a security risk.

19. Availability, maintenance and changes

We aim to keep the Service available but do not promise uninterrupted or error-free access, and there is no service level agreement. Planned and emergency maintenance, faults, network problems and third-party failures can interrupt it.

We may add, modify or discontinue features, change how the Service works technically, and change which Template formats are supported. If we make a change that materially reduces what a Paid Plan provides, we will tell you.

20. Suspension and termination

You may stop using the Service at any time, and may cancel a paid plan as described above.

We may suspend or close an Account where these Terms or the Acceptable Use Policy are breached, where the Service is used unlawfully, where there is a security risk or suspected fraud, where payment obligations are unmet, or where the law requires it. Where it is reasonable and lawful to do so, we will tell you why and give you a chance to put it right; where there is a risk to the Service or to other users, we may act immediately.

These rights are exercised subject to any protection applicable law gives you.

21. What happens after termination

Access to the Service ends. Do not rely on continued access to Projects or Exported Files after your Account closes — download anything you need first.

Amounts already due remain payable. We may retain records we are required to keep, including financial and tax records. Retention of your content and personal data is governed by the Privacy Policy.

Clauses that by their nature should survive do so, including those on intellectual property, disclaimers, liability, indemnity and governing law.

22. Disclaimers

The Service is provided as it is and as available. To the extent the law permits, we exclude implied warranties and make no promise that the Service will be uninterrupted or error-free, that Generated Content will be accurate or free of third-party rights, or that any listing will be accepted, approved, ranked, seen or sold.

SellerProAI is a software tool. It does not provide legal, tax, regulatory, accounting, intellectual-property, marketplace-compliance, medical or other professional advice, and nothing it produces should be treated as such.

Nothing here removes rights the law gives you and does not allow to be excluded.

23. Liability

To the extent the law permits, we are not liable for indirect or consequential loss, for lost profits, revenue, sales or goodwill, for a Marketplace's decision about your listings, or for failures of third-party services outside our reasonable control.

Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, for fraudulent misrepresentation, or for death or personal injury caused by negligence.

A financial cap on our remaining liability is under review and is deliberately not stated here rather than being asserted at a figure that has not been considered.

Legal review required. The liability cap — whether one applies, and on what formula (for example fees paid in the preceding twelve months) — must be set by counsel against the actual commercial model and against Indian consumer protection law, which may render an aggressive cap unenforceable against a consumer. Until then this section states no cap.

24. Indemnity

To the extent the law permits, you agree to cover losses and reasonable costs we incur from a third-party claim arising out of content you upload or generate that is unlawful or infringes someone's rights, your use of the Service in breach of these Terms or the Acceptable Use Policy, or your use of material you had no right to use.

We will tell you promptly about any such claim and will not settle it without consulting you.

Legal review required. Scope, whether it should be mutual, whether it should be capped, and its enforceability against a consumer all need counsel. This clause is deliberately narrow and reciprocal in its notice obligation rather than a one-sided unlimited indemnity.

25. Governing law and disputes

These Terms are governed by the laws of India. We propose that the courts at Jaipur, Rajasthan have jurisdiction.

This does not remove any right you have under applicable law, including consumer protection law, to bring proceedings in another forum where the law gives you that right.

If you have a problem, please contact us first — most things are resolved faster that way than through a formal process.

Legal review required. An exclusive jurisdiction clause can be unenforceable against a consumer, and whether a given customer is a "consumer" under the Consumer Protection Act, 2019 depends on how they use the Service. Confirm this clause and whether any dispute-resolution step should precede litigation.

26. Notices, complaints and how to reach us

Write to contact@sellerproai.com for any question, complaint or legal notice. You can also reach us through the support pages in the application.

We may send you notices by email to the address on your Account, by a notice inside the application, or by another reasonable electronic method. It is your responsibility to keep your email address current.

Legal review required. INTERMEDIARY STATUS — UNDETERMINED. Whether SellerProAI is an "intermediary" under the Information Technology Act, 2000 and the Intermediary Guidelines Rules, 2021 has not been decided. It stores files on customers' behalf, but hosts no content visible to other users and publishes nothing. That determination decides whether a Grievance Officer must be formally appointed and published, and whether a statutory complaint timeline applies. No such officer is claimed here until counsel decides.

27. Changes to these Terms

We may update these Terms. The version and effective date are shown at the top of this page. Where a change is material we will notify Account holders and, where appropriate, ask you to agree again.

Your earlier acceptances are kept as a record and are not altered or overwritten.

28. Other policies, and which one wins

These policies form part of this agreement: the Privacy Policy, Payment Policy, Refund & Cancellation Policy, Cookie Policy, Acceptable Use Policy, AI Disclaimer and Intellectual Property Policy.

Where they differ, the order is: first, any law that cannot be contracted out of; then the policy that specifically governs the subject — the Privacy Policy for personal data, the Payment Policy for payments, the Refund & Cancellation Policy for refunds and cancellation, the Acceptable Use Policy for prohibited use, the AI Disclaimer for AI-specific matters, and the Intellectual Property Policy for intellectual property; and then these Terms for everything else.

That order exists so a general clause here cannot accidentally override a specific promise made elsewhere.

29. General

• Severability — if a provision is unenforceable, the rest continues in force.
• Waiver — not enforcing a provision on one occasion does not waive it.
• Assignment — you may not transfer this agreement without our consent; we may transfer it as part of a reorganisation or sale of the business, without reducing your rights.
• Entire agreement — this agreement and the policies it incorporates are the whole agreement between us about the Service.
• No partnership — nothing here creates a partnership, joint venture, employment or agency relationship.
• Force majeure — neither of us is liable for failure caused by events outside reasonable control, including natural disasters, war, government action, power or internet failure, cyber incidents, and outages at our infrastructure, payment, email or AI providers. This does not excuse an obligation the law does not allow to be excused, and it does not extend indefinitely.
• Electronic records — this agreement and notices under it may be in electronic form.

30. Contact

Hummingbird Enterprises, D27, Jaipur, Rajasthan, 302006, India. contact@sellerproai.com.