TERMS AND CONDITIONS

1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires:

• "Agreement" means these Terms and Conditions, together with any applicable Order Form, Service Level Agreement, and Data Processing Agreement.
• "API" means the Application Programming Interface provided by the Platform for integration purposes.
• "Authorized Users" means individuals authorized by the Customer to access and use the Platform on behalf of the Customer.
• "Bot" or "Chatbot" means an AI-powered conversational agent created, configured, and deployed by a Customer using the Platform.
• "Company," "We," "Us," or "Our" refers to IntelBuddy, the operator of the Platform.
• "Customer" or "You" means any business entity or individual that registers for and uses the Platform to create and manage Chatbots.
• "Customer Data" means all data, content, and information uploaded, submitted, or transmitted by the Customer or End Users through the Platform.
• "End User" means any individual who interacts with a Chatbot created by a Customer.
• "Platform" means the multi-tenant chatbot platform operated by the Company, including all websites, applications, APIs, and related services.
• "Subscription Plan" means the service tier selected by the Customer, which determines available features, usage limits, and pricing.
• "Training Data" means documents, website content, FAQs, and other materials uploaded by Customers to train their Chatbots.
• "Usage Limits" means the restrictions on messages, bots, storage, and other resources as defined by the Customer's Subscription Plan.

2. Account Registration and Eligibility

2.1 Eligibility

To use the Platform, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal authority to enter into this Agreement on behalf of your organization (if applicable)
• Not be prohibited from using the Platform under applicable laws
• Not have been previously suspended or removed from the Platform

2.2 Account Creation

When registering for an account, you agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Keep your password confidential and secure
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities under your account

2.3 Account Structure

Each Customer organization is entitled to one administrator account. The administrator has full control over the organization's Chatbots, settings, and data. Additional user accounts may be available depending on your Subscription Plan.

3. Subscription Plans and Pricing

3.1 Available Plans

The Platform offers multiple subscription tiers with varying features and usage limits. Current plans and their specifications are published on our website and may include:

• Talk Plans: Limited features for evaluation purposes
• Engage Plans: Basic features suitable for small businesses
• Conversational Plans: Advanced features including analytics, multiple bots, and integrations and database with table limit.
• Expansion Plans: Advanced features including analytics, multiple bots, and integrations with Database integration without any table limit.
• Enterprise Plans: Full platform access with custom limits, dedicated support, and SLA guarantees

3.2 Usage Limits

Each Subscription Plan includes specific limits on:

• Number of Chatbots that can be created
• Monthly message volume
• Training data storage capacity
• Website pages that can be crawled
• API requests per period
• Number of social media integrations
• Custom rate limit controls can be set by customers

Exceeding your plan's limits may result in service throttling, additional charges, or the need to upgrade your plan.

3.3 Billing and Payment

• Billing Cycle: Subscriptions are billed monthly or annually in advance, based on your selection.
• Payment Methods: We accept major credit cards and other payment methods as specified during checkout.
• Automatic Renewal: Subscriptions automatically renew unless cancelled before the renewal date.
• Price Changes: We may modify pricing with 30 days' notice. Existing subscriptions will be honored until renewal.
• Taxes: Prices exclude applicable taxes, which will be added to your invoice where required by law.

3.4 Refund Policy

• Monthly subscriptions: No refunds for partial months.
• Annual subscriptions: Pro-rated refunds may be available within the first 30 days, at our discretion.
• Refund requests must be submitted in writing to our support team.

4. Platform Services and Features

4.1 Core Services

Subject to these Terms, the Platform provides:

• Bot Management: Tools to create, configure, deploy, and manage AI-powered Chatbots
• Training Capabilities: Document upload, website crawling, and knowledge base creation for Chatbot training
• Analytics: Conversation analytics, usage metrics, and performance reporting
• Integrations: Website embedding, social media connections, and third-party integrations
• Translation: Multilingual support and automatic translation services
• Real-time Messaging: WebSocket-based real-time conversation capabilities

4.2 AI-Generated Responses

You acknowledge and agree that:

• Chatbot responses are generated by AI and may not always be accurate, complete, or appropriate
• You are responsible for reviewing and customizing Chatbot behavior for your use case
• AI responses should not be relied upon for medical, legal, financial, or other professional advice
• We do not guarantee specific outcomes or accuracy of AI-generated content

4.3 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted service. Scheduled maintenance will be communicated in advance when possible. Enterprise customers may have access to Service Level Agreements (SLAs) with specific uptime commitments.

5. Customer Responsibilities

5.1 Content Responsibility

You are solely responsible for:

• All Training Data uploaded to the Platform
• The accuracy and appropriateness of Chatbot responses
• Ensuring your Chatbots comply with applicable laws and regulations
• Obtaining necessary consents from End Users
• Disclosing to End Users that they are interacting with an AI Chatbot

5.2 End User Management

As the data controller for End User interactions with your Chatbots, you must:

• Provide appropriate privacy notices to End Users
• Handle data subject requests from End Users
• Implement appropriate security measures
• Comply with data protection laws applicable to your business

5.3 Compliance with Laws

You agree to comply with all applicable laws, including but not limited to:

• Data protection and privacy laws (GDPR, CCPA, etc.)
• Consumer protection regulations
• Industry-specific regulations (healthcare, finance, etc.)
• Advertising and marketing laws
• Export control and sanctions laws

6. Acceptable Use Policy

6.1 Prohibited Uses

You agree NOT to use the Platform to:

1. Violate any applicable laws, regulations, or third-party rights
2. Transmit unlawful, harmful, threatening, abusive, harassing, defamatory, or objectionable content
3. Impersonate any person or entity, or misrepresent your affiliation
4. Engage in fraudulent, deceptive, or misleading practices
5. Distribute malware, viruses, or other harmful code
6. Attempt to gain unauthorized access to the Platform or other users' accounts
7. Interfere with or disrupt the Platform's infrastructure
8. Scrape, harvest, or collect data without authorization
9. Reverse engineer, decompile, or disassemble any part of the Platform
10. Use the Platform for unsolicited advertising or spam
11. Create Chatbots that target or harm minors
12. Use the Platform in any manner that could damage, disable, or impair our services

6.2 Content Restrictions

You must not upload, train, or generate content that:

• Infringes intellectual property rights
• Contains personally identifiable information without proper authorization
• Promotes violence, discrimination, or hatred
• Contains sexually explicit material
• Promotes illegal activities
• Constitutes medical, legal, or financial advice without proper licensing

7. Intellectual Property Rights

7.1 Platform Ownership

The Platform, including all software, algorithms, user interfaces, designs, documentation, and underlying technology, is owned by IntelBuddy or its licensors. All rights not expressly granted are reserved. Nothing in this Agreement transfers any ownership rights to you.

7.2 Customer Content Ownership

You retain all ownership rights in your Customer Data, including Training Data and any content you upload. By using the Platform, you grant us a limited, non-exclusive license to use your Customer Data solely to provide and improve the Platform services.

7.3 AI-Generated Content

Regarding content generated by your Chatbots:

• You own the output generated specifically for your use
• We retain rights to use anonymized, aggregated data to improve our AI models
• You are responsible for ensuring generated content does not infringe third-party rights

7.4 Feedback

If you provide feedback, suggestions, or ideas regarding the Platform, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without restriction or compensation.

7.5 Trademarks

Our trademarks, logos, and service marks are our exclusive property. You may not use our marks without prior written consent. We may use your company name and logo in our customer lists and marketing materials unless you opt out in writing.

8. Social Media and Third-Party Integrations

8.1 Integration Requirements

When connecting your Chatbots to social media platforms (Facebook, Instagram, WhatsApp, Telegram, etc.), you agree to:

• Comply with each platform's terms of service and developer policies
• Obtain any required approvals or verifications from the platforms
• Maintain valid API credentials and keep them secure
• Take responsibility for any violations of third-party platform policies

8.2 Third-Party Services

We are not responsible for the availability, reliability, or functionality of third-party services. Changes to third-party APIs or policies may affect Platform features. We will make reasonable efforts to maintain integrations but cannot guarantee uninterrupted service.

9. Data Protection and Security

9.1 Data Processing

Our processing of personal data is governed by our Privacy Policy and, where applicable, our Data Processing Agreement (DPA). For GDPR purposes:

• You act as the data controller for End User data collected through your Chatbots
• We act as data processor, processing data on your behalf according to your instructions
• A separate DPA is available upon request for customers requiring one

9.2 Multi-Tenant Security

Our Platform operates on a multi-tenant architecture with strict data isolation. We implement logical separation, encryption, access controls, and audit logging to ensure your data remains secure and separate from other customers.

9.3 Security Measures

We maintain industry-standard security measures including:

• Encryption of data in transit (TLS 1.2+)
• Regular security assessments
• Access controls and authentication mechanisms
• Incident response and breach notification procedures
• Regular backups and disaster recovery capabilities

10. Confidentiality

Both parties agree to maintain the confidentiality of Confidential Information disclosed by the other party. "Confidential Information" includes:

• Business plans, strategies, and financial information
• Technical data, trade secrets, and know-how
• Customer lists and business relationships
• Any information marked as confidential or that should reasonably be understood to be confidential

Confidentiality obligations do not apply to information that: (a) is publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

11. Disclaimers and Limitation of Liability

11.1 Service Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11.2 AI Disclaimer

YOU ACKNOWLEDGE THAT AI-GENERATED RESPONSES MAY CONTAIN ERRORS, INACCURACIES, OR INAPPROPRIATE CONTENT. WE DISCLAIM ALL LIABILITY FOR DAMAGES ARISING FROM RELIANCE ON AI-GENERATED CONTENT. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING CHATBOT OUTPUTS.

11.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.
• OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4 Exceptions

The limitations in this section do not apply to: (a) breaches of confidentiality obligations; (b) indemnification obligations; (c) violations of intellectual property rights; or (d) gross negligence or willful misconduct.

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless IntelBuddy, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your Customer Data or Training Data
• Your Chatbots and their interactions with End Users
• Your violation of this Agreement or applicable laws
• Any infringement of third-party rights

12.2 Our Indemnification

We will indemnify you against claims that the Platform infringes a third party's intellectual property rights, provided that you: (a) promptly notify us of the claim; (b) give us sole control of the defense; and (c) provide reasonable cooperation.

13. Term and Termination

13.1 Term

This Agreement begins when you create an account and continues until terminated. Subscription terms are as specified in your Subscription Plan.

13.2 Termination by You

You may terminate your account at any time through your account settings or by contacting support. Termination takes effect at the end of your current billing period. No refunds will be provided for unused portions of prepaid subscriptions except as specified in Section 3.4.

13.3 Termination by Us

We may terminate or suspend your account immediately if you:

• Breach any material term of this Agreement
• Fail to pay fees when due
• Engage in prohibited uses or content violations
• Pose a security risk to the Platform or other users
• Are required by law or legal process

We may also discontinue the Platform or any features with 90 days' notice.

13.4 Effects of Termination

Upon termination:

• Your access to the Platform will be terminated
• Your Chatbots will be deactivated
• Sections regarding confidentiality, liability, and indemnification survive termination

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal dispute resolution, you agree to contact us and attempt to resolve any dispute informally for at least 30 days.

14.2 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14.3 Exceptions

Nothing in this section prevents either party from seeking injunctive relief in court for intellectual property infringement or confidentiality breaches.

15. General Provisions

15.1 Governing Law

This Agreement is governed by the laws of the state of Delaware USA, without regard to conflict of law principles.

15.2 Entire Agreement

This Agreement, together with our Privacy Policy and any applicable Order Forms or DPAs, constitutes the entire agreement between you and us regarding the Platform and supersedes all prior agreements.

15.3 Amendments

We may modify these Terms at any time by posting the updated version on our website. Material changes will be notified via email or in-platform notice at least 30 days before they take effect. Your continued use after the effective date constitutes acceptance.

15.4 Assignment

You may not assign this Agreement without our prior written consent. We may assign our rights and obligations without restriction. Any attempted assignment in violation of this section is void.

15.5 Severability

If any provision of this Agreement is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

15.6 Waiver

Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

15.7 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet failures.

15.8 Notices

Notices to you will be sent to the email address associated with your account. Notices to us should be sent to the contact information below.

15.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15.10 Export Compliance

You agree to comply with all applicable export control laws and regulations. You may not use the Platform in any country subject to embargo or sanctions.

16. Contact Information

For questions about these Terms and Conditions, please contact us: