Terms & Conditions

1Who we are and what these terms cover

Sonic Arc ("Sonic Arc", "we", "us", "our") is a platform for designing audio-visual systems and generating bills of materials and indicative quotations. The platform is operated by [LEGAL ENTITY NAME], having its principal place of business at [REGISTERED ADDRESS].

These Terms & Conditions ("Terms") form a binding agreement between you and us and govern your access to and use of the Sonic Arc website, web application, admin tools, APIs and any related services (together, the "Platform").

By creating an account, subscribing, or otherwise using the Platform, you confirm that you have read, understood and agree to these Terms and to our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not use the Platform.

If you are accepting these Terms on behalf of a company, firm or other organisation, you confirm that you have the authority to bind that organisation, and "you" means that organisation.

2Definitions

3Business use only, eligibility and your account

3.1 The Platform is for business use only

Sonic Arc is a professional design tool supplied strictly for business and commercial use. It is intended for audio-visual dealers, system integrators, installers, architects, acoustic and design consultants, and similar businesses and professionals.

By registering, subscribing or otherwise using the Platform, you represent and warrant that:

• you are using the Platform in the course of, and for the purposes of, your trade, business, profession or vocation, and not as a consumer for personal, household or domestic purposes;
• you are acting either as a registered business entity, or as a sole proprietor, partner or professional practising in your own name in a business capacity;
• any subscription, credits or other service you purchase from us is purchased for a commercial purpose; and
• you are authorised to enter into this agreement on behalf of the business you represent.

We may require you to provide business details — including business or firm name, business address and, where you hold one, your GSTIN — and to verify them, as a condition of registration or of continued access. Accounts that appear to be for personal, domestic or non-business use may be refused or closed.

3.2 Your account

• You must be at least 18 years old and legally capable of entering into a contract under the Indian Contract Act, 1872.
• You must give accurate, current and complete registration information and keep it up to date.
• You are responsible for everything that happens under your account, including all credits consumed. Keep your password confidential and tell us immediately at [SUPPORT EMAIL] if you suspect unauthorised access.
• Accounts are for a single named user unless we have agreed a multi-seat or organisation plan with you in writing. Do not share login credentials.
• We may refuse registration, or require verification of your business details, at our discretion.

4What the platform does

Sonic Arc takes venue information you provide — dimensions, uploaded floor plans, zone markings, venue type, acoustic and usage parameters — and applies its design engine to produce a suggested loudspeaker and equipment layout, coverage estimates, and a tiered BOM with indicative pricing in Indian Rupees.

The Platform may also let you connect with dealers through the partner marketplace, share a quote with a connected dealer, allow that dealer to make constrained edits to it, and exchange ratings after a project.

The Platform is a design and estimation aid. It is not a substitute for a site survey, an acoustic consultant, a licensed electrical or structural engineer, or the professional judgement of an experienced installer.

6AI features

Some Platform features use artificial intelligence, including analysis of uploaded floor plans and zone-level design suggestions. You should understand:

• AI output can be wrong, incomplete or inconsistent, including in ways that are not obvious. It is subject to clause 5 in full.
• To provide these features, Your Content — including uploaded floor plans, drawings and project data — is transmitted to and processed by third-party AI service providers. Our Privacy Policy explains this in more detail. By using AI features you consent to that processing.
• AI features consume credits when a request is submitted. Credits are consumed even if you are unhappy with the result, and are not returned for that reason.
• AI features may be changed, limited or withdrawn, and may be unavailable if an upstream provider is unavailable.
• Do not upload material to AI features that you are not permitted to disclose to a third-party processor.

7Subscriptions, credits and payment

7.1 Plans and credits

• Access to the Platform is sold as subscription plans, each of which includes an allocation of credits across separate meters (project, edit and AI analysis).
• Plan credits expire 30 days after they are issued and do not roll over into the next period. Expired credits have no value and are not refunded, exchanged or extended.
• Top-up credits purchased separately do not expire while your account remains active and in good standing, subject to clause 9.
• Credits have no cash value, are not transferable between accounts, and cannot be redeemed for money.
• We may allow a paying subscriber a small overdraft on a meter as a convenience. Any overdraft is discretionary, may be withdrawn at any time, and is deducted from your next credit allocation.

7.2 Billing

• All prices are in Indian Rupees (INR). Applicable taxes, including GST, are charged in addition unless stated otherwise.
• Payments are processed by Razorpay Software Private Limited, our payment gateway. Your card and banking details are handled by Razorpay under its own terms and privacy policy; we do not store full payment instrument details on our systems.
• Subscriptions renew automatically at the end of each billing period at the then-current price, unless cancelled before renewal. Where you have authorised a recurring mandate, we will charge it on each renewal date.
• If a payment fails, we may retry it and may suspend access until payment succeeds.
• We may change plan prices, credit allocations or meter rates. Changes take effect from your next billing period, and we will give you reasonable notice by email or in-app.

9Cancellation, suspension and termination

9.1 Cancellation by you

You may cancel your subscription at any time from your account settings. Your access continues until the end of the billing period you have already paid for, after which the subscription lapses and no further charge is made. No refund is due for the remainder of that period (clause 8).

9.2 Suspension or termination by us

We may suspend or terminate your account, with or without notice depending on the seriousness of the issue, if you breach these Terms, fail to pay, misuse the Platform or the marketplace, or if we are required to do so by law.

9.3 Effect of termination

• Your right to use the Platform ends immediately. Unused credits, including non-expiring top-ups, are forfeited without refund.
• We will retain your saved projects and quotes for [RETENTION PERIOD, e.g. 90 days] after termination so that you can request an export, after which they may be permanently deleted. Export your data before you cancel if you need it.
• Clauses that by their nature should survive — including 5, 8, 13, 14, 17, 18, 19, 20, 23 and 25 — continue to apply after termination.

10The partner marketplace

The Platform lists independent dealers, integrators and installers and lets you connect with them. The following applies without exception:

• Dealers are independent businesses, not our employees, agents, partners or representatives. We do not supply, install, commission or service any equipment.
• We verify dealers for their work as part of our approval process, and we publish ratings and reviews submitted by other users. That verification relates to their work only. We do not vouch for dealers personally, and we accept no responsibility and no liability for them or for anything they do or fail to do.
• Any contract for the supply, sale, installation, commissioning, servicing or warranty of equipment is directly between you and the dealer. We are not a party to it. Pricing, delivery, workmanship, warranty, after-sales service, disputes and refunds are entirely a matter between you and them.
• We do not guarantee the accuracy of any information a dealer provides about themselves, their pricing, their credentials or their availability.
• Verification, approval or listing on the Platform is not an endorsement, recommendation, certification or guarantee of a dealer's competence, licensing, insurance, solvency or conduct. Carry out your own checks before engaging anyone.
• Marketplace ranking is not for sale. A dealer's subscription tier or spending with us does not affect their position in search results or recommendations.
• Connections are initiated by the customer or architect, not by us and not by the dealer.
• Where a dealer edits a shared quote, the Platform constrains what they may change. Those constraints are a convenience, not a guarantee — you remain responsible for reviewing any edited quote before acting on it.
• We may, but are not obliged to, help resolve a dispute between a user and a dealer. Doing so does not make us responsible for the outcome.

11Ratings and reviews

• Ratings between users and dealers are submitted blind and revealed only once both parties have rated, or once the rating window closes.
• Reviews must be honest, based on a real transaction, and must not contain abusive, defamatory, misleading or unlawful content, or anyone's personal data beyond what is necessary.
• You grant us a perpetual, royalty-free, worldwide licence to host, display, reproduce and distribute your reviews on the Platform and in our marketing.
• Reviews are the opinions of the people who wrote them. We do not adopt or endorse them and are not responsible for their content. We may remove a review that breaches these Terms or the law, but we are under no obligation to monitor reviews and do not do so routinely.
• Do not offer, solicit or accept any incentive in exchange for a rating.

12Acceptable use

You must not:

• scrape, crawl, harvest, bulk-download or systematically extract the product catalogue, pricing data, dealer listings or any other Platform data;
• reverse engineer, decompile or attempt to derive the logic, formulas, coefficients or lookup tables of the design engine;
• use the Platform to build, train or improve a competing product, service or model;
• resell, sublicense, white-label or provide Platform access to any third party, or use one account to serve multiple businesses;
• circumvent credit metering, billing, rate limits, access controls or security measures;
• upload malware, or anything unlawful, infringing, obscene or that you do not have the right to upload;
• impersonate anyone, misrepresent your credentials, or create fake dealer or customer accounts;
• interfere with the Platform's operation or place unreasonable load on its infrastructure.

We may investigate suspected breaches and take any action we consider appropriate, including suspension, termination, and reporting to the authorities.

13Intellectual property

13.1 Ours

The Platform, its design engine, algorithms, formulas, lookup tables, product catalogue and catalogue structure, pricing data, user interface, design system, documentation, trade marks and all related intellectual property are and remain owned by us or our licensors. Nothing in these Terms transfers any of it to you. Your subscription grants a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for its intended purpose during your subscription term.

13.2 Yours

You retain all rights in Your Content.

13.3 Output

• You own the Output generated for your projects — your designs, layouts, BOMs and quotes — and may use them commercially, including for your own projects and for your clients' projects, share them with clients and dealers, and incorporate them into your own proposals.
• You may not extract, republish, redistribute, license or otherwise make available the underlying product catalogue or pricing data as a dataset, database, price list or catalogue in its own right, whether or not you use Output as the means of doing so. Output is for use as a project deliverable, not as a route to our catalogue.
• Output may be similar or identical to Output generated for other users from similar inputs. We make no claim that any Output is unique, and you may not claim exclusivity over it.

14Your content and the licence you give us

You grant us a worldwide, royalty-free, non-exclusive licence to host, store, copy, transmit, display and process Your Content, and to create derived and modified forms of it, solely in order to:

• operate the Platform and provide the features you have asked for, including sending Your Content to our hosting, storage and AI service providers;
• share a quote or project with a dealer you have connected with, at your instruction;
• provide support, security, backup, and troubleshooting;
• comply with law.

14.1 Improving the engine

We also use project data to improve the Sonic Arc design engine, but only in anonymised and aggregated form. That means venue parameters, design patterns and BOM structures stripped of anything identifying you, your organisation, your clients, your project names or your uploaded drawings. We do not reuse your uploaded floor plans, client names or identifiable project details for engine development, and we do not sell your data.

14.2 Your warranties

You confirm that you own or have permission to upload Your Content, that uploading it does not infringe anyone's rights or breach any confidentiality obligation you owe, and that where Your Content contains another person's personal data you have the lawful basis and any consent needed for us to process it as described in our Privacy Policy.

15Third-party brands and products

Product names, model numbers, trade marks and specifications belonging to manufacturers referenced on the Platform — including Sonodyne and JBL — are the property of their respective owners. Their appearance on the Platform is for identification and design purposes only and does not imply any affiliation, sponsorship, authorisation, distributorship or endorsement between those manufacturers and us, unless we have expressly stated otherwise.

Manufacturer specifications and pricing are reproduced as supplied to us and may be incomplete, superseded or out of date. Always confirm against the manufacturer's current documentation.

16Availability, changes and support

• We aim to keep the Platform available but do not guarantee uninterrupted or error-free service. There is no service level agreement unless we have signed one with you separately.
• We may carry out maintenance, and may need to take the Platform offline at short notice.
• We may add, change, restrict or remove features, engine versions, catalogue items or plans at any time. Design engine updates may change the Output produced for the same inputs; saved quotes remain as saved at the time they were generated.
• Support is provided on a reasonable-efforts basis via [SUPPORT EMAIL] during business hours.

17Disclaimers

To the fullest extent permitted by law, the Platform and all Output are provided "as is" and "as available", without warranty of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, non-infringement, or that the Platform will meet your requirements.

Without limiting clause 5, we do not warrant that any design will be acoustically adequate, that any BOM is complete or correct, that any price is current or achievable, that any product is available or compatible, or that any installation based on Output will perform as modelled or comply with any applicable standard or regulation.

18Limitation of liability

To the fullest extent permitted by law:

• We are not liable for any indirect, incidental, special, consequential, exemplary or punitive loss, or for loss of profit, revenue, business, goodwill, contracts, opportunity, anticipated savings or data, however arising.
• We are not liable for any loss, cost, damage or claim arising out of or connected with: (a) reliance on any Output that was not independently verified by a qualified dealer or installer; (b) errors in the information you supplied; (c) any act, omission, delay, defect, workmanship, pricing, warranty claim or dispute involving a dealer or any other third party; (d) any equipment purchase, installation or commissioning; (e) unavailability of the Platform or of any third-party service it depends on; or (f) unauthorised access to your account other than through our proven failure.
• Our total aggregate liability for all claims arising out of or connected with these Terms or your use of the Platform, whether in contract, tort (including negligence), statute or otherwise, is limited to the total amount you actually paid us in the three (3) months immediately before the event giving rise to the claim.
• If you have not paid us anything, our total aggregate liability is limited to INR 1,000.

Nothing in these Terms excludes or limits liability for fraud, or for any liability that cannot lawfully be excluded or limited.

19Indemnity

You agree to indemnify and hold us, and our officers, employees and contractors, harmless from any claim, demand, loss, liability, cost or expense (including reasonable legal fees) arising out of your breach of these Terms or of any law, Your Content, your use of the Platform or of any Output, or any dispute between you and a dealer, client or other third party.

20Confidentiality

Where you are given access to non-public information about the Platform — including engine behaviour, unreleased features, catalogue structure, dealer cost data or pricing logic — you must keep it confidential and use it only for the purpose for which it was shared. This obligation continues after your subscription ends.

21Privacy

Our Privacy Policy explains what personal data we collect, how we use and share it — including transfers to our payment gateway, hosting providers and AI service providers — how long we keep it, and the rights you have under the Digital Personal Data Protection Act, 2023. Please read it alongside these Terms.

22Changes to these terms

We may update these Terms from time to time. If a change is material, we will give you reasonable notice by email or in-app before it takes effect. The "last updated" date at the top always reflects the current version. Continuing to use the Platform after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the Platform and cancel your subscription — noting that clause 8 still applies.

23Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by the laws of India. The courts at Kolkata, West Bengal have exclusive jurisdiction, and you and we submit to that jurisdiction.

24Grievances and how to contact us

For any question, complaint or grievance about the Platform, these Terms or your content, contact:

• Grievance Officer: [NAME]
• Email: [GRIEVANCE EMAIL]
• Address: [REGISTERED ADDRESS]
• Response time: we aim to acknowledge within 48 hours and resolve within 30 days.

This appointment is made in accordance with the Information Technology Act, 2000 and rules made under it, and the Digital Personal Data Protection Act, 2023.

25General

• Entire agreement. These Terms, together with the Privacy Policy and any plan-specific terms, are the entire agreement between us and replace any earlier understanding.
• Severability. If any clause is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest continues in force.
• No waiver. Not enforcing a right on one occasion does not waive it.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for failure caused by events beyond its reasonable control, including outages of hosting, payment or AI providers, network failure, fire, flood, epidemic, civil unrest or government action.
• Notices. We may give notice by email to your registered address or by posting in the Platform. Notices to us go to [LEGAL EMAIL].
• No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between us.
• Language. These Terms are drawn up in English, which governs their interpretation.