Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern access to and use of services provided by Positive Odds Retail, the PODS platform where applicable, ecommerce marketplace analytics, reconciliation and management services, authorized third-party platform integrations, and our related websites and tools (collectively, the "Services"). By accessing or using the Services, the customer ("you" or "Customer") agrees to these Terms and any proposal, order, or service agreement accepted by both parties. If you do not agree, do not use the Services.

2. Services

Depending on the functionality enabled, the platform connected, and the services agreed with you, the Services may include authorized ecommerce marketplace account analytics; sales and order reporting; inventory and fulfillment analytics; financial, fee, settlement, refund and reimbursement reconciliation; catalogue, listing and pricing analytics; advertising analytics or management where separately authorized; operational dashboards; and other customer-authorized marketplace services. For Amazon integrations where applicable, this may include FBA analytics, GST and MTR reporting, and shipping or Easy Ship workflows.

The scope, deliverables, timing, and commercial terms for your Services are set out in the applicable proposal, order, or service agreement. A listed capability is not a promise that every feature is included in every engagement.

3. Amazon Account Authorization

Certain functionality requires you to authorize our application through Amazon's official authorization process. You control whether to authorize your Amazon account, and our access is limited to permissions granted through Amazon. You represent that you have authority to grant access for the relevant seller account.

You may revoke authorization through the applicable Amazon controls. Revocation may cause some Services to stop working. We handle Amazon Information according to our Privacy Policy, applicable law, and relevant Amazon requirements.

4. Customer Responsibilities

You are responsible for:

• Providing accurate, current, and complete information needed for the Services
• Maintaining appropriate control and security of your ecommerce marketplace and other third-party platform accounts
• Ensuring that you have authority to authorize each marketplace account and provide information to us
• Using the Services lawfully and in compliance with applicable third-party platform policies, including Amazon policies where relevant
• Reviewing reports, recommendations, filings, invoices, and operational actions before relying on or submitting them where your approval is required
• Promptly notifying us of suspected unauthorized access or misuse

5. Permitted and Prohibited Use

You may use the Services for your internal business purposes and as allowed by your agreement with us. You must not:

• Access another customer's data or attempt unauthorized access to any account, system, or information
• Circumvent security controls or interfere with the operation or integrity of the Services
• Reverse engineer the Services except to the limited extent such restriction is prohibited by applicable law
• Scrape, overload, or abuse the Services outside permitted interfaces and mechanisms
• Use the Services for fraud, unlawful activity, or violation of third-party platform policies or rights
• Upload malware or other harmful code, or attempt to disrupt the Services
• Sell, sublicense, or provide access to the Services unless expressly agreed in writing

6. Fees and Pricing

Pricing may use a monthly retainer, revenue-based, usage-based, custom-quote, or hybrid structure, depending on the agreed Service. Applicable fees, taxes, payment dates, and other commercial terms will be stated separately in your proposal, order, invoice, or service agreement. You must pay undisputed amounts when due.

7. Confidentiality

Each party will protect the other party's non-public information using reasonable care and use it only to perform or receive the Services. Confidential information may include customer business and seller information, credentials, reports, commercial information, security information, and non-public platform information. These obligations do not apply to information that is public through no breach, already lawfully known, independently developed, or lawfully received without a confidentiality duty.

A party may disclose confidential information when legally required, provided it gives notice where legally permitted and limits disclosure to what is required.

8. Data Protection

We process personal information and Amazon Information according to our Privacy Policy, applicable law, and relevant Amazon policies and agreements where applicable. Each party will meet its own data-protection obligations and provide reasonable cooperation needed to address lawful data requests or security incidents.

9. Third-Party Platforms and Trademarks

The Services may depend on systems controlled by third-party marketplaces, ecommerce platforms, advertising platforms, logistics providers, and other services. For Amazon integrations, these systems include Amazon APIs and Seller Central services. Availability or functionality may be affected by API changes, outages, limitations, rate limits, access approvals, policy changes, or authorization changes. Positive Odds Retail does not control and is not responsible for the operation of these third-party platforms.

PODS and Positive Odds Retail are independent technology and service providers. Our services may integrate with or process authorized data from third-party marketplaces, ecommerce platforms, advertising platforms, logistics providers, and other services. References to third-party names, trademarks, products, or services are for identification and interoperability purposes only. All third-party trademarks remain the property of their respective owners. Unless expressly stated, no affiliation, sponsorship, endorsement, or partnership with any third-party platform is implied.

10. Intellectual Property

Positive Odds Retail and its licensors retain their rights in the website, PODS software and platform, internal technology, documentation, methodologies, logos, branding, and reports or templates created by us, subject to any customer rights expressly granted in a written agreement. You retain rights in your data, brands, and materials.

Third-party platforms retain ownership of their trademarks, systems, APIs, services, and other intellectual property. No ownership rights in third-party property are granted by these Terms.

11. Service Availability

We use reasonable efforts to keep the Services available and accurate, but uninterrupted, error-free, or delay-free operation cannot be guaranteed. Maintenance, security work, internet failures, and third-party platform events may affect availability. We will use reasonable efforts to address material issues within our control.

12. Suspension and Termination

Either party may terminate Services as allowed by the applicable proposal, order, or service agreement. We may suspend or terminate access for non-payment, material breach, misuse, security risk, legal requirements, revocation of required third-party platform authorization, or suspension or termination of relevant platform access, including Amazon access where applicable. Where reasonable, we will provide notice and an opportunity to cure before suspension or termination.

After termination, customer data will be handled according to the Privacy Policy and applicable retention and deletion requirements. Provisions that by their nature should survive termination, including payment, confidentiality, intellectual property, liability, and indemnification terms, will survive.

13. Disclaimers

Analytics, reports, and recommendations support business decisions but do not replace the Customer's judgment. We do not guarantee seller sales, profitability, advertising return on ad spend, Buy Box ownership, search ranking, account-health outcomes, Amazon approval, reimbursement approval, or revenue growth.

To the maximum extent permitted by law, the Services are provided without warranties not expressly stated in a written agreement. Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

14. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable under these Terms for indirect, incidental, special, punitive, or consequential loss, or for lost profits, revenue, goodwill, or data, arising from the Services.

Except for payment obligations, fraud, wilful misconduct, breach of confidentiality or data-protection obligations, indemnification obligations, or liability that cannot legally be limited, each party's total aggregate liability arising from the affected Services will not exceed the fees paid or payable for those Services during the six months immediately before the event giving rise to the claim.

15. Indemnification

You will indemnify and hold Positive Odds Retail harmless from third-party claims, damages, and reasonable costs arising from your unlawful use or misuse of the Services, your breach of these Terms, or your infringement of third-party rights. We will promptly notify you of a claim, allow you reasonable control of its defense and settlement, and provide reasonable cooperation. You may not settle a claim in a way that admits fault or imposes an obligation on us without our written consent.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of India. Subject to applicable law and any dispute-resolution terms in a written service agreement, courts of competent jurisdiction in Mumbai, Maharashtra will have jurisdiction over disputes arising from these Terms or the Services.

17. Changes to These Terms

We may update these Terms to reflect changes in the Services, legal requirements, or third-party platform requirements. The revised Terms will be posted on this page with an updated effective date. Material changes will apply prospectively, subject to applicable law and any written agreement with you.

18. Contact

Questions about these Terms may be sent to: