Terms of Service

Last Updated: [Date]

PLEASE READ THESE TERMS OF SERVICE (THE "AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY [COMPANY NAME] ("[COMPANY SHORT NAME]," "WE," "US," "OUR"). BY CREATING AN ACCOUNT, ACCESSING OR USING THE SERVICES, OR BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("CUSTOMER") REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Account" means the account created by or on behalf of the Customer to access and use the Service.

"Admin" or "Administrator" means a User with full administrative privileges, including the ability to create, read, update, and delete resources across the platform, manage team members, configure bots, and oversee organizational settings.

"Agent" means a User with limited access permissions, primarily focused on handling customer interactions and conversations, managing escalations, and viewing summary information through dashboards.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting shares or other equity interests.

"AI Agent" or "Bot" means an artificial intelligence-powered conversational agent created and configured by the Customer within the Service to interact with End Users.

"Customer" means the legal entity or individual that has agreed to this Agreement and has purchased or registered for access to the Service.

"Customer Data" means all electronic data, text, messages, documents, knowledge base materials, FAQs, configurations, and other content submitted to the Service by Customer or its Users, including but not limited to Knowledge Base Content, conversation data, End User information, lead data, and bot configurations.

"Documentation" means the user guides, help articles, API documentation, and other materials provided by [COMPANY SHORT NAME] describing the features and functionality of the Service.

"End User" means any individual who interacts with the Customer's Bot(s) or human agents through any supported communication platform (including WhatsApp, Instagram, Facebook Messenger, Telegram, and web chat).

"Knowledge Base" means the collection of documents, FAQs, platform backups, and other informational content uploaded or generated within the Service that powers the Bot's responses.

"Knowledge Base Content" means documents, files, FAQs, and other materials uploaded by the Customer or generated through the Service's automated FAQ generation features, including approved, pending, and rejected items.

"Order" means any ordering screen, subscription page, or agreement through [COMPANY SHORT NAME]'s website or service portal that references this Agreement and describes the business terms related to the Customer's subscription.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.

"Platform" or "Communication Platform" means any third-party messaging or communication service integrated with the Service, including but not limited to WhatsApp, Instagram, Facebook Messenger, Telegram, and web-based chat.

"Service" means [COMPANY SHORT NAME]'s cloud-based artificial intelligence platform, including the Bot creation and management tools, Knowledge Base management, live chat and inbox features, platform integrations, dashboard and analytics, playground/testing environment, cost analysis tools, team member management, and any related features, APIs, and functionality provided by [COMPANY SHORT NAME].

"Service Data" means data collected by [COMPANY SHORT NAME] regarding the performance, operation, and usage of the Service, including aggregated and anonymized usage statistics.

"Software" means the underlying code, algorithms, models, and software components of the Service.

"Subscription Period" means the period during which the Customer has paid for and is entitled to access and use the Service, as specified in the applicable Order.

"User" means any individual who is authorized by the Customer to access and use the Service, including Administrators and Agents.

"User Profiling" or "Lead Capture" means the configurable feature within the Service that enables Bots to collect personal information from End Users, such as name, country, phone number, and other fields configured by the Customer.

2. The Service

2.1 Service Description

[COMPANY SHORT NAME] provides a cloud-based artificial intelligence platform that enables Customers to create, configure, and deploy AI-powered conversational agents (Bots) across multiple communication platforms. The Service includes, but is not limited to:

(a) Bot Management: Creation, configuration, and management of multiple AI Bots, including control over Bot status (live, silent, offline), personality settings, language configuration, response behavior, and rate limits.
(b) Knowledge Base Management: Upload and management of documents (PDF, DOC, DOCX, and other supported formats) and platform backups, automated FAQ generation, FAQ review and approval workflows, and attachment of approved knowledge bases to Bots.
(c) Platform Integrations: Connection and management of external communication platforms including WhatsApp (via Coexistence and Cloud API methods), Instagram, Facebook Messenger, Telegram, and web-embeddable chat widgets.
(d) Live Chat and Inbox: A real-time conversation management interface for human Agents to handle escalations, take over conversations, assign chats, send messages and media, and view End User details and interaction histories.
(e) Dashboard and Analytics: Summary views of conversation metrics, user statistics, engagement data, feedback ratings, live statistics, and geographical distribution of End Users.
(f) Cost Analysis: AI usage monitoring and cost tracking, including per-bot and per-organization spending analysis, token usage statistics, and monthly usage trends.
(g) Playground: A testing environment for Administrators and Agents to test Bot behavior and verify responses against knowledge base content.
(h) Team Management: Invitation and management of team members with role-based access control (Admin and Agent roles).
(i) User Profiling / Lead Capture: Configurable lead generation forms that enable Bots to capture End User information during conversations.
(j) API Access: Application programming interfaces for programmatic interaction with the Service, subject to applicable rate limits and usage restrictions.

2.2 Customer's Subscription

Subject to the terms of this Agreement, Customer may purchase a subscription to access and use the Service as specified in one or more Orders. All subscriptions are for the Subscription Period described in the applicable Order. Access to and use of the Service is permitted only for Users authorized by the Customer and solely for the Customer's own internal business purposes, unless otherwise agreed in writing.

2.3 Ownership

[COMPANY SHORT NAME] owns the Service, Software, Documentation, and all other materials provided by [COMPANY SHORT NAME] to the Customer (collectively, the "[COMPANY SHORT NAME] Materials"). [COMPANY SHORT NAME] retains all rights, title, and interest (including all intellectual property rights) in and to the [COMPANY SHORT NAME] Materials, all related and underlying technology, AI models, algorithms, and any updates, enhancements, modifications, or derivative works thereof. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by [COMPANY SHORT NAME].

2.4 Service Availability

[COMPANY SHORT NAME] will use commercially reasonable efforts to make the Service available in accordance with any applicable service level commitments. However, [COMPANY SHORT NAME] does not guarantee uninterrupted or error-free operation of the Service. Scheduled maintenance, updates, and occasional downtime may occur.

3. Account Registration and Security

3.1 Registration

To access the Service, you must create an Account by providing accurate, current, and complete registration information. You agree to maintain and promptly update your registration information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials, including your password. You must immediately notify [COMPANY SHORT NAME] of any unauthorized use of your Account or any other breach of security. [COMPANY SHORT NAME] will not be liable for any loss or damage arising from your failure to maintain the security of your Account credentials.

3.3 Account Responsibility

The Customer is responsible for all activity occurring under its Account, including activity by all Users associated with the Account, unless such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure that all Users comply with this Agreement.

3.4 Minimum Age

You represent and warrant that you are at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is greater) and have the legal capacity to enter into this Agreement. The Service is not directed to individuals under the age of 18.

4. Subscriptions, Fees, and Payment

4.1 Fees

Customer shall pay all applicable fees as described in the applicable Order ("Fees"). All Fees will be charged in the currency stated in the Order or, if no currency is specified, in U.S. Dollars. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable.

4.2 Payment Terms

[COMPANY SHORT NAME], directly or through its third-party payment processor ("Payment Processor"), will charge the Customer using the payment method provided. It is the Customer's responsibility to ensure that [COMPANY SHORT NAME] has current and accurate payment information. Failure to provide accurate payment information may result in suspension of access to the Service.

4.3 Recurring Charges

By purchasing a subscription, the Customer authorizes [COMPANY SHORT NAME] to charge recurring Fees to the Customer's designated payment method at the beginning of each Subscription Period until the Customer cancels or terminates the subscription.

4.4 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added tax, sales tax, use tax, or withholding taxes (collectively, "Taxes"). The Customer is responsible for paying all Taxes associated with its purchases. If [COMPANY SHORT NAME] is obligated to collect or pay Taxes, such Taxes will be invoiced to the Customer unless the Customer provides a valid tax exemption certificate.

4.5 Price Changes

[COMPANY SHORT NAME] reserves the right to modify its pricing at any time. [COMPANY SHORT NAME] will provide the Customer with at least thirty (30) days' prior written notice of any price changes. The updated pricing will take effect at the start of the next Subscription Period following the notice. If the Customer does not agree with the price change, the Customer may cancel the subscription before the new pricing takes effect.

4.6 Late Payment

If the Customer fails to pay any Fees when due, [COMPANY SHORT NAME] may: (a) charge interest on the overdue amount at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower); (b) suspend the Customer's access to the Service until all overdue amounts are paid in full; and (c) pursue any other remedies available under this Agreement or at law.

4.7 Billing Disputes

If the Customer believes it has been billed incorrectly, the Customer must contact [COMPANY SHORT NAME] within sixty (60) days of the date of the billing statement in question. Failure to notify [COMPANY SHORT NAME] within this period constitutes the Customer's acceptance of the charges.

5. Free Trials and Beta Services

5.1 Free Trials

[COMPANY SHORT NAME] may offer free trial access to the Service. Free trials are provided "as is" without any warranty or service level commitment. [COMPANY SHORT NAME] may terminate a free trial at any time, for any reason, without notice. Upon expiration or termination of a free trial, the Customer's access to the Service and any data stored within the Service may be deleted unless the Customer subscribes to a paid plan.

5.2 Beta Services

[COMPANY SHORT NAME] may, from time to time, offer access to beta features, services, or functionality ("Beta Services"). Beta Services are provided for testing and evaluation purposes only and are not considered part of the Service. Beta Services may contain bugs, errors, and other issues. [COMPANY SHORT NAME] makes no warranties regarding Beta Services and shall have no liability for any harm or damage arising out of or in connection with a Beta Service. [COMPANY SHORT NAME] may discontinue Beta Services at any time without notice.

6. Customer Responsibilities

6.1 Compliance with Laws

The Customer shall use the Service in compliance with all applicable local, national, and international laws, rules, and regulations, including but not limited to data protection and privacy laws, anti-spam laws, consumer protection laws, and the terms and policies of any third-party Platforms integrated with the Service.

6.2 Platform Compliance

When using the Service in connection with third-party Platforms (including WhatsApp, Instagram, Facebook Messenger, and Telegram), the Customer is solely responsible for complying with the terms of service, acceptable use policies, commerce policies, and other requirements of those Platforms. This includes but is not limited to:

(a) Compliance with WhatsApp Business Policy, Meta Platform Terms, and Telegram's Terms of Service;
(b) Obtaining all necessary consents from End Users before sending messages, collecting data, or engaging in automated communications;
(c) Honoring opt-out requests from End Users promptly;
(d) Refraining from sending spam, unsolicited messages, or content that violates Platform policies.

6.3 Content Responsibility

The Customer is solely responsible for all Customer Data, including the accuracy, quality, integrity, legality, and appropriateness of Knowledge Base Content, Bot configurations, welcome messages, escalation messages, and all other content submitted to or generated through the Service.

6.4 End User Communications

The Customer acknowledges that the Service may be used to communicate with End Users through automated Bots and human Agents. The Customer is solely responsible for the content of all communications sent to End Users, whether automated or manual, and for ensuring that such communications comply with all applicable laws and regulations.

6.5 User Profiling and Data Collection

If the Customer enables User Profiling (lead capture) features, the Customer is responsible for: (a) providing clear and conspicuous notice to End Users about the data being collected; (b) obtaining all necessary consents required by applicable data protection laws; (c) ensuring that the profiling form fields and validation requirements are appropriate; and (d) handling all collected lead information in accordance with applicable privacy laws.

6.6 User Management

The Customer is responsible for managing its Users, including assigning appropriate roles (Admin or Agent), revoking access for departing team members, and ensuring that all Users understand and comply with the terms of this Agreement.

7. Use Restrictions

The Customer agrees not to, and shall not permit any User or third party to, directly or indirectly:

(a) Modify, translate, copy, or create derivative works based on the Service or any component thereof;
(b) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying technology of the Service, except to the extent expressly permitted by applicable law;
(c) Sublicense, sell, rent, lease, distribute, or otherwise commercially exploit or make the Service available to any third party, except as expressly permitted under this Agreement;
(d) Remove, alter, or obscure any proprietary notices, labels, or marks on the Service;
(e) Use the Service to build a product or service that competes with the Service;
(f) Use the Service to store or transmit malicious code, viruses, or any harmful software;
(g) Interfere with or disrupt the integrity, security, or performance of the Service or its underlying infrastructure;
(h) Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service;
(i) Use the Service to send spam, unsolicited messages, or bulk communications in violation of applicable laws;
(j) Use the Service to engage in any unlawful, fraudulent, deceptive, threatening, harassing, defamatory, or otherwise objectionable conduct;
(k) Use the Service to process or store any content that infringes the intellectual property rights or privacy rights of any third party;
(l) Use automated means (including bots, scrapers, or crawlers) to access the Service in a manner that exceeds reasonable usage or circumvents rate limits;
(m) Use the Service in a manner that imposes an unreasonable or disproportionately large load on the Service's infrastructure;
(n) Use the Service to train, develop, or improve any artificial intelligence or machine learning model outside of the Service;
(o) Use the Service to collect, store, or process sensitive personal information (such as health data, financial account numbers, or government-issued identification numbers) unless the Customer has obtained all necessary consents and complies with all applicable laws.

[COMPANY SHORT NAME] reserves the right to suspend or terminate the Customer's access to the Service immediately if the Customer's use materially harms [COMPANY SHORT NAME], the Service, or other customers, taking reasonable steps to notify the Customer and resolve the issue.

8. Intellectual Property

8.1 [COMPANY SHORT NAME]'s Intellectual Property

The Service, Software, Documentation, user interface designs, graphics, logos, icons, and all other [COMPANY SHORT NAME] Materials are the exclusive property of [COMPANY SHORT NAME] or its licensors and are protected by copyright, trademark, trade secret, patent, and other intellectual property laws. Nothing in this Agreement grants the Customer any right, title, or interest in the [COMPANY SHORT NAME] Materials except for the limited right to access and use the Service as expressly set forth herein.

8.2 Customer's Intellectual Property

As between [COMPANY SHORT NAME] and the Customer, the Customer retains all rights, title, and interest in and to the Customer Data. The Customer grants [COMPANY SHORT NAME] a non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and display Customer Data solely for the purpose of providing, maintaining, and improving the Service in accordance with this Agreement.

8.3 Feedback

If the Customer or any User provides suggestions, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), [COMPANY SHORT NAME] shall have a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, modify, create derivative works from, distribute, and exploit such Feedback for any purpose, without obligation or compensation to the Customer. [COMPANY SHORT NAME] shall not publicly identify the Customer as the source of any Feedback without the Customer's prior written consent.

8.4 Copyright Infringement

[COMPANY SHORT NAME] respects the intellectual property rights of others. If you believe that any content available through the Service infringes your copyright, please contact us at [DMCA/COPYRIGHT CONTACT EMAIL] with a detailed description of the alleged infringement. [COMPANY SHORT NAME] will respond to notices of alleged copyright infringement in accordance with applicable law.

9. Customer Data and Knowledge Base Content

9.1 Customer Data Ownership

The Customer retains all ownership rights in and to its Customer Data. [COMPANY SHORT NAME] does not claim any ownership of Customer Data.

9.2 Knowledge Base Content

The Customer may upload documents, files, and other materials to the Knowledge Base in supported formats (including PDF, DOC, DOCX, and other formats as specified in the Documentation). The Service may automatically generate suggested FAQs from uploaded content. The Customer is responsible for reviewing, editing, approving, or rejecting all generated FAQs before they are used to power Bot responses. [COMPANY SHORT NAME] does not guarantee the accuracy, completeness, or appropriateness of automatically generated FAQs.

9.3 Content Standards

The Customer warrants that all Customer Data and Knowledge Base Content: (a) does not infringe the intellectual property rights, privacy rights, or any other rights of any third party; (b) complies with all applicable laws and regulations; (c) does not contain any unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable material; and (d) does not contain any viruses, malware, or other harmful code.

9.4 Service Data

[COMPANY SHORT NAME] collects data regarding the performance, operation, and usage of the Service ("Service Data"). Provided that Service Data is aggregated and anonymized such that it does not identify the Customer, any User, or any End User, [COMPANY SHORT NAME] may use such Service Data freely for any lawful purpose, including analytics, product improvement, benchmarking, and reporting.

9.5 Data Portability

Upon written request and subject to applicable technical limitations, [COMPANY SHORT NAME] will make the Customer's data available for export in a commonly used, machine-readable format. Requests for data export must be submitted within thirty (30) days of Account termination.

9.6 Data Deletion

Upon termination of this Agreement and upon the Customer's written request, [COMPANY SHORT NAME] will delete the Customer's data, including Customer Data, Knowledge Base Content, user profiles, conversation histories, and related information, within thirty (30) days, except where retention is required by applicable law or regulation. [COMPANY SHORT NAME] may retain aggregated, anonymized Service Data that does not identify the Customer or any individual.

10. AI-Powered Services

10.1 Nature of AI Responses

The Service utilizes artificial intelligence and natural language processing technologies to generate automated responses to End User queries based on the Customer's Knowledge Base Content and Bot configurations. The Customer acknowledges and agrees that:

(a) AI-generated responses may not always be accurate, complete, or appropriate;
(b) The quality of AI responses depends significantly on the quality, completeness, and accuracy of the Customer's Knowledge Base Content;
(c) [COMPANY SHORT NAME] does not guarantee the accuracy, reliability, or suitability of AI-generated responses for any particular purpose;
(d) The Customer is solely responsible for reviewing and monitoring the accuracy of AI-generated responses and for configuring appropriate fallback behaviors (such as escalation messages and unanswerable query responses).

10.2 AI Training and Data Use

[COMPANY SHORT NAME] does not use Customer Data to train generalized artificial intelligence or machine learning models. The Service uses retrieval-augmented generation (RAG) and similar techniques to generate contextually relevant responses based on the Customer's own Knowledge Base Content without using that content to improve models for other customers.

10.3 Bot Configuration

The Customer is solely responsible for configuring Bot behavior, including personality settings, language preferences, response handling for unanswerable queries, rate limits, message size limits, escalation settings, welcome messages, off-topic responses, privacy-related messages, and all other configurable parameters. [COMPANY SHORT NAME] is not responsible for any consequences arising from the Customer's configuration choices.

10.4 Bot Status

The Customer can set each Bot to one of the following statuses: (a) Live — the Bot actively receives and responds to End User messages; (b) Silent — the Bot receives and stores End User messages for learning purposes but does not respond; or (c) Offline — the Bot does not receive or process End User messages. The Customer is responsible for managing Bot statuses and understands the implications of each status on End User communications.

10.5 Real-Time vs. Batched Responses

The Service offers options for real-time response or batched response processing (with configurable batch windows between 5 and 30 seconds). The Customer is responsible for selecting the appropriate response mode for its use case and acknowledges that each mode may affect End User experience differently.

11. Third-Party Platform Integrations

11.1 Supported Platforms

The Service supports integration with third-party communication Platforms including, but not limited to, WhatsApp (via Coexistence and Cloud API methods), Instagram, Facebook Messenger, Telegram, and web-based chat. Additional Platforms may be added or removed at [COMPANY SHORT NAME]'s discretion.

11.2 Platform Terms

Integration with third-party Platforms is subject to the terms, conditions, and policies of those Platforms. The Customer is solely responsible for reading, understanding, and complying with all applicable Platform terms. [COMPANY SHORT NAME] is not responsible for changes to Platform terms, policies, APIs, or availability that may affect the Service.

11.3 Platform Credentials and Access

When connecting a Platform account (such as a WhatsApp Business account), the Customer may be required to provide login credentials, API keys, or other access information. The Customer represents and warrants that: (a) it has the authority to connect such accounts; (b) providing such credentials does not violate any terms governing the Customer's use of that Platform; and (c) it will maintain the security of all Platform credentials.

11.4 WhatsApp-Specific Terms

When using WhatsApp integrations, the Customer acknowledges that: (a) WhatsApp messages sent through the Cloud API are temporarily stored by WhatsApp's infrastructure and automatically deleted after 30 days; (b) if there is no activity on the WhatsApp Business app for 14 days, the connected number may be automatically offboarded; (c) after offboarding, it is recommended to wait 3 to 5 minutes before reconnecting the same number; and (d) the Customer must comply with WhatsApp's Business Policy and Commerce Policy at all times.

11.5 Multi-Platform Deployment

The Service enables a single Bot to operate across multiple accounts and Platforms simultaneously. The Customer is responsible for managing multi-platform deployments and ensuring consistent compliance across all connected Platforms.

The Service may provide embeddable web chat widgets that the Customer can install on its own websites. The Customer is responsible for: (a) properly implementing the widget code; (b) disclosing the use of automated chatbot technology to website visitors; (c) ensuring the widget does not interfere with the Customer's website functionality or user experience; and (d) complying with all applicable laws regarding online communications and data collection.

12. Third-Party Services

The Service may interface with third-party products, services, or applications not owned or controlled by [COMPANY SHORT NAME] ("Third-Party Services"). [COMPANY SHORT NAME] does not endorse any Third-Party Services and is not responsible for the availability, accuracy, security, or functionality of Third-Party Services. The Customer's use of Third-Party Services is at its own risk and subject to the applicable terms and conditions of those Third-Party Services. [COMPANY SHORT NAME] shall not be liable for any damages, losses, or issues arising from the Customer's use of or inability to use Third-Party Services.

13. User Roles and Permissions

13.1 Role-Based Access

The Service provides role-based access control with the following default roles:

(a) Admin: Full access to all features, including bot creation and management, knowledge base management, platform integrations, team management, cost analysis, dashboard, live chat, playground, and all configuration settings.
(b) Agent: Limited access focused on handling customer interactions and conversations, managing escalations, and viewing summary information through dashboards.

13.2 Permissions Management

It is solely the Customer's responsibility to assign and manage User roles and permissions, including determining which Users have administrative privileges. [COMPANY SHORT NAME] is not responsible for any consequences arising from the Customer's User role assignments or permission configurations.

13.3 Invitations

Administrators may invite new team members by email, specifying the role to be assigned. Pending invitations may be cancelled by Administrators at any time. Invited Users may accept or reject invitations upon logging in.

14. End User Interactions

14.1 Customer Responsibility for End User Communications

The Customer is solely responsible for all interactions with End Users conducted through the Service, whether automated (via Bots) or manual (via human Agents through Live Chat). [COMPANY SHORT NAME] is not a party to, and shall not be liable for, any communications between the Customer (or its Bots/Agents) and End Users.

14.2 Escalation Handling

The Service provides escalation functionality that allows automated Bots to transfer conversations to human Agents. The Customer is responsible for ensuring adequate staffing and response times for escalated conversations. [COMPANY SHORT NAME] is not responsible for delays, failures, or issues in handling escalated conversations.

14.3 End User Data

The Customer determines what End User data is collected, how it is used, and how long it is retained within the Service. [COMPANY SHORT NAME] processes End User data solely on behalf of the Customer and in accordance with the Customer's instructions. The Customer is responsible for providing appropriate privacy notices to End Users and obtaining all necessary consents for data collection and processing.

14.4 Blocking and Warnings

The Service provides functionality to issue warnings to End Users for spamming behavior and to block End Users when necessary. The Customer is solely responsible for its decisions to warn or block End Users and for complying with applicable laws regarding such actions.

15. Data Processing and Privacy

15.1 Privacy Policy

[COMPANY SHORT NAME]'s collection, use, and processing of Personal Data is governed by [COMPANY SHORT NAME]'s Privacy Policy, available at [PRIVACY POLICY URL], which is incorporated into this Agreement by reference.

15.2 Data Processing

When [COMPANY SHORT NAME] processes Personal Data on behalf of the Customer in connection with the Service, [COMPANY SHORT NAME] acts as a data processor (or sub-processor) and the Customer acts as the data controller (or processor, as applicable). [COMPANY SHORT NAME] will process such Personal Data only in accordance with the Customer's documented instructions and applicable data protection laws.

15.3 Data Processing Agreement

To the extent required by applicable data protection laws, [COMPANY SHORT NAME] and the Customer shall enter into a Data Processing Agreement ("DPA") that governs [COMPANY SHORT NAME]'s processing of Personal Data on behalf of the Customer. The DPA is available at [DPA URL] and is incorporated into this Agreement by reference.

15.4 Sub-Processors

[COMPANY SHORT NAME] may engage sub-processors to assist in providing the Service. A current list of sub-processors is available at [SUB-PROCESSORS URL]. [COMPANY SHORT NAME] will notify the Customer of any changes to its sub-processors and will ensure that all sub-processors are bound by data protection obligations no less protective than those in this Agreement.

15.5 Data Security

[COMPANY SHORT NAME] implements and maintains appropriate technical and organizational security measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. These measures include, but are not limited to, encryption of data at rest and in transit, access controls, regular security assessments, and incident response procedures.

16. Confidentiality

16.1 Definition

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement that is designated as confidential or that, given the nature of the information or circumstances of disclosure, should reasonably be considered confidential. Confidential Information includes, but is not limited to: business plans, pricing, technical data, product plans, customer lists, and, for [COMPANY SHORT NAME], non-public details about features, functionality, and performance of the Service. Customer Data is the Confidential Information of the Customer. This Agreement and all related Orders are the Confidential Information of both parties.

16.2 Obligations

The Receiving Party shall: (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, and advisors who need access and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the purposes of this Agreement.

16.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party before disclosure without obligation of confidentiality; (c) is received from a third party without restriction and without breach of this Agreement; or (d) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

16.4 Compelled Disclosure

If the Receiving Party is required by law to disclose Confidential Information, it shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice and reasonable cooperation to enable the Disclosing Party to seek a protective order or other remedy.

17. Warranties and Disclaimers

17.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement is validly executed and constitutes a binding obligation; and (c) its performance under this Agreement will not conflict with any other agreement to which it is a party.

17.2 Customer Warranties

The Customer represents and warrants that: (a) all Customer Data, including Knowledge Base Content, complies with all applicable laws and does not infringe the rights of any third party; (b) it has obtained all necessary consents and authorizations for the collection, processing, and use of Personal Data through the Service; (c) it will comply with all applicable laws and Platform terms in its use of the Service; and (d) all registration information is accurate, current, and complete.

17.3 Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE AND ALL RELATED COMPONENTS, MATERIALS, AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. [COMPANY SHORT NAME] EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

[COMPANY SHORT NAME] DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (C) AI-GENERATED RESPONSES WILL BE ACCURATE, APPROPRIATE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; OR (E) THE SERVICE WILL MEET THE CUSTOMER'S SPECIFIC REQUIREMENTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

18. Limitation of Liability

18.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL [COMPANY SHORT NAME], ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR USE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF [COMPANY SHORT NAME] HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, [COMPANY SHORT NAME]'S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO [COMPANY SHORT NAME] FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.3 Basis of the Bargain

THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN [COMPANY SHORT NAME] AND THE CUSTOMER. THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

18.4 Applicability

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER [COMPANY SHORT NAME] HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES AND REGARDLESS OF THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

19. Indemnification

19.1 Customer Indemnification

The Customer shall indemnify, defend, and hold harmless [COMPANY SHORT NAME] and its Affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Customer's use of the Service in violation of this Agreement; (b) the Customer's violation of any applicable law or regulation; (c) the Customer's infringement or misappropriation of any third-party rights; (d) Customer Data, including any claim that Customer Data infringes the rights of a third party; (e) the Customer's communications with End Users through the Service; (f) any dispute between the Customer and any End User; or (g) the Customer's failure to obtain required consents for data collection or processing.

19.2 [COMPANY SHORT NAME] Indemnification

[COMPANY SHORT NAME] shall indemnify, defend, and hold harmless the Customer from and against any third-party claim alleging that the Customer's authorized use of the Service infringes a third party's intellectual property rights, and shall pay any damages finally awarded or any settlement amounts agreed to, provided that the Customer: (a) promptly notifies [COMPANY SHORT NAME] in writing of such claim; (b) grants [COMPANY SHORT NAME] sole control over the defense and settlement of the claim; and (c) provides reasonable cooperation at [COMPANY SHORT NAME]'s expense.

19.3 Exclusions from [COMPANY SHORT NAME] Indemnification

[COMPANY SHORT NAME]'s indemnification obligations shall not apply to claims arising from: (a) modification of the Service by anyone other than [COMPANY SHORT NAME]; (b) combination of the Service with products, services, or technology not provided by [COMPANY SHORT NAME]; (c) use of the Service in a manner not authorized by this Agreement or the Documentation; or (d) Customer Data or Customer's use of Third-Party Services.

20. Term and Termination

20.1 Term

This Agreement commences on the date the Customer first accepts it and continues until terminated in accordance with this Section (the "Term"). Each Subscription Period shall automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Period or as otherwise specified in the applicable Order.

20.2 Termination for Breach

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of the breach.

20.3 Termination by [COMPANY SHORT NAME]

[COMPANY SHORT NAME] may terminate or suspend the Customer's access to the Service immediately upon notice if: (a) the Customer fails to pay any Fees when due; (b) the Customer engages in activity that threatens the security, integrity, or availability of the Service; (c) the Customer's use of the Service violates applicable law; or (d) continued provision of the Service to the Customer is prohibited by law.

20.4 Effect of Termination

Upon termination or expiration of this Agreement:

(a) All rights and licenses granted to the Customer shall immediately cease;
(b) The Customer shall immediately stop all use of the Service;
(c) The Customer shall pay any outstanding Fees for the period prior to the effective date of termination;
(d) If the Customer terminates due to an uncured material breach by [COMPANY SHORT NAME], [COMPANY SHORT NAME] will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period;
(e) If [COMPANY SHORT NAME] terminates due to the Customer's breach, the Customer shall pay all unpaid Fees for the remainder of the then-current Subscription Period;
(f) [COMPANY SHORT NAME] will retain Customer Data for thirty (30) days following termination, during which the Customer may request data export. After this period, [COMPANY SHORT NAME] may delete all Customer Data, unless retention is required by law.

20.5 Survival

The following Sections shall survive any termination or expiration of this Agreement: Definitions, Ownership, Financial Terms, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, Effect of Termination, and General Provisions.

21. Modifications to the Service and Terms

21.1 Service Modifications

[COMPANY SHORT NAME] reserves the right to modify, update, or discontinue any feature or functionality of the Service at any time. [COMPANY SHORT NAME] will not materially reduce the core functionality of the Service during an active Subscription Period without providing reasonable prior notice.

21.2 Terms Modifications

[COMPANY SHORT NAME] may modify the terms of this Agreement by posting the updated terms on its website. [COMPANY SHORT NAME] will provide the Customer with at least thirty (30) days' prior notice of material changes. The Customer's continued use of the Service after the effective date of such changes constitutes acceptance of the modified terms. If the Customer does not agree with the modified terms, the Customer may terminate this Agreement before the changes take effect.

22. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, government actions or orders, strikes or labor disputes (other than those involving the affected party's own employees), power outages, internet or telecommunications failures, failures of third-party hosting or cloud service providers, cyberattacks, or any other event that could not have been reasonably foreseen or prevented.

23. Governing Law and Dispute Resolution

23.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [JURISDICTION/STATE/COUNTRY], without regard to its conflict of laws principles.

23.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to [ARBITRATION/COURT JURISDICTION] for final resolution.

23.3 Venue

Each party consents to the exclusive jurisdiction and venue of the courts located in [CITY, STATE/COUNTRY] for any legal proceedings arising out of this Agreement.

23.4 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

24. General Provisions

24.1 Entire Agreement

This Agreement, together with all Orders, the Privacy Policy, the DPA, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

24.2 Severability

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 valid and enforceable while preserving its original intent. The remaining provisions shall continue in full force and effect.

24.3 Waiver

The failure of either party to exercise any right or enforce any provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

24.4 Assignment

The Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without [COMPANY SHORT NAME]'s prior written consent. [COMPANY SHORT NAME] may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any unauthorized assignment shall be void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

24.5 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, agency, fiduciary, or employment relationship between the parties.

24.6 No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the parties and their permitted assigns. Nothing in this Agreement confers any rights upon any third party.

24.7 Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by email (with confirmation of receipt), recognized overnight courier, or registered mail to the addresses specified in the applicable Order or as otherwise designated in writing. Notices shall be deemed received upon confirmed delivery.

24.8 Publicity

[COMPANY SHORT NAME] may, with the Customer's prior written consent, identify the Customer as a user of the Service and use the Customer's name and logo in marketing materials, website listings, and case studies.

24.9 Export Compliance

The Customer shall comply with all applicable export control laws and regulations in its use of the Service, including restrictions on destinations, End Users, and end uses.

24.10 Accessibility

[COMPANY SHORT NAME] is committed to making its Service accessible. Information about accessibility features and compliance is available upon request.

24.11 English Version Controls

Non-English translations of this Agreement are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version shall be authoritative and controlling.

25. Contact Information

If you have any questions, comments, or concerns regarding these Terms of Service, please contact us:

[COMPANY NAME] [COMPANY ADDRESS LINE 1] [COMPANY ADDRESS LINE 2] [CITY, STATE/PROVINCE, POSTAL CODE] [COUNTRY]

Email: [LEGAL CONTACT EMAIL] Website: [COMPANY WEBSITE URL]

These Terms of Service were last updated on [DATE].