Our Terms & Conditions

Token Ai Labs Pvt. Ltd. owns and provides a cloud-based artificial intelligence service offering chatbots for customer support, sales, and user engagement (the 'Service'). Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a 'User Submission.' Customer is solely responsible for all User Submissions it contributes to the Service. Additional terms regarding User Submissions, including ownership, are in Section 8.2 below. The Service may include templates, scripts, documentation, and other materials that assist Customer in using the Service ('Token Ai Labs Pvt. Ltd. Content'). Customers will not receive or have access to the underlying code or software of the Service (collectively, the 'Software') nor receive a copy of the Software itself.

Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through Token Ai Labs Pvt. Ltd.’s website or service portal that reference this Agreement and describe the business terms related to Customer’s subscription ('Order(s)'). All subscriptions are for the period described in the applicable Order ('Subscription Period'). Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer’s own internal business purposes, not for the benefit of any third party ('Users').

Token Ai Labs Pvt. Ltd. owns the Service, Software, Token Ai Labs Pvt. Ltd. Content, Documentation, and anything else provided by Token Ai Labs Pvt. Ltd. to the Customer (collectively, the 'Token Ai Labs Pvt. Ltd. Materials'). Token Ai Labs Pvt. Ltd. retains all rights, title, and interest (including all intellectual property rights) in and to the Token Ai Labs Pvt. Ltd. Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by Token Ai Labs Pvt. Ltd..

The Service includes customizable settings allowing Users to grant permissions to other Users to perform various tasks within the Service ('Permissions'). It is solely the Customer's responsibility to set and manage all Permissions, including determining which Users can set such Permissions. Accordingly, Token Ai Labs Pvt. Ltd. has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users. The Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer represents and warrants it is fully responsible for any breaches of this Agreement by its Affiliates and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is also responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by the Customer or its Affiliates. Any claim by an Affiliate against Token Ai Labs Pvt. Ltd. must be brought by the Customer, not the Affiliate. An 'Affiliate' of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where 'control' means the ownership of more than fifty percent (50%) of the voting shares or other equity interests.

The Customer is responsible for all activity on its account and those of its Users, except where such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure its Users are aware of and comply with the obligations and restrictions in this Agreement, bearing responsibility for any breaches by a User.

The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of laws or regulations; (f) attempt unauthorized access to or disrupt the Service; (g) use the Service to support products competitive to Token Ai Labs Pvt. Ltd.; (h) test the Service's vulnerability without authorization. If the Customer’s use of the Service significantly harms Token Ai Labs Pvt. Ltd. or the Service’s security or integrity, Token Ai Labs Pvt. Ltd. may suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.

Token Ai Labs Pvt. Ltd. may provide access to APIs as part of the Service. Token Ai Labs Pvt. Ltd. reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. Token Ai Labs Pvt. Ltd. may also suspend or terminate API access at any time.

The Service may interface with third-party products, services, or applications that are not owned or controlled by Token Ai Labs Pvt. Ltd. ('Third-Party Services'). Customers have the discretion to utilize these Third-Party Services in conjunction with our Service. Should the integration of the Service with any Third-Party Service require, customers will be responsible for providing their login information to Token Ai Labs Pvt. Ltd. solely for the purpose of enabling Token Ai Labs Pvt. Ltd. to deliver its Service. Customers affirm that they have the authority to provide such information without violating any terms and conditions governing their use of the Third-Party Services. Token Ai Labs Pvt. Ltd. does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services. Token Ai Labs Pvt. Ltd. expressly disclaims all representations and warranties concerning Third-Party Services. Customers must direct any warranty claims or other disputes directly to the providers of the Third-Party Services. The use of Third-Party Services is at the customer's own risk. Token Ai Labs Pvt. Ltd. shall not be liable for any issues arising from the use or inability to use Third-Party Services.

Customers are required to pay for access to and use of the Service as detailed 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. Token Ai Labs Pvt. Ltd. reserves the right to modify its Fees or introduce new fees at its discretion. Customers have the option not to renew their subscription if they disagree with any revised fees.

Token Ai Labs Pvt. Ltd., either directly or through its third-party payment processor ('Payment Processor'), will bill the customer for the Fees using the credit card or ACH payment information provided by the customer. Token Ai Labs Pvt. Ltd. reserves the right to charge the customer's credit card or ACH payment method for any services provided under the order, including recurring Fees. It is the customer's responsibility to ensure that Token Ai Labs Pvt. Ltd. has current and accurate credit card or ACH payment information. Failure to provide accurate information may lead to a suspension of access to the Services. Token Ai Labs Pvt. Ltd. also reserves the right to offset any Fees owed by the customer. If the customer pays through a Payment Processor, such transactions will be subject to the Payment Processor's terms, conditions, and privacy policies, in addition to this Agreement. Token Ai Labs Pvt. Ltd. is not responsible for errors or omissions by the Payment Processor. Token Ai Labs Pvt. Ltd. reserves the right to correct any errors made by the Payment Processor, even if payment has already been requested or received. If the customer authorizes, through accepting an order, recurring charges will be automatically applied to the customer's payment method without further authorization until the customer terminates this Agreement or updates their payment method.

Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, 'Taxes'). Customers are responsible for paying all Taxes associated with their purchases. If Token Ai Labs Pvt. Ltd. is obligated to pay or collect Taxes for which the customer is responsible, Token Ai Labs Pvt. Ltd. will invoice the customer for such Taxes unless the customer provides Token Ai Labs Pvt. Ltd. with a valid tax exemption certificate authorized by the appropriate taxing authority beforehand. For clarity, Token Ai Labs Pvt. Ltd. is solely responsible for taxes based on its income, property, and employees.

If a customer fails to pay any Fees when due, Token Ai Labs Pvt. Ltd. may suspend access to the Service until overdue amounts are paid. Token Ai Labs Pvt. Ltd. is authorized to attempt charging the customer's payment method multiple times if an initial charge is unsuccessful. If a customer believes they have been incorrectly billed, they must contact Token Ai Labs Pvt. Ltd. within sixty (60) days from the first billing statement showing the error to request an adjustment or credit. Upon receiving a dispute notice, Token Ai Labs Pvt. Ltd. will review and provide the customer with a written decision, including evidence supporting this decision. If it is determined that the billed amounts are due, the customer must pay these amounts within ten (10) days of receiving Token Ai Labs Pvt. Ltd.'s written decision.

Subscriptions to access and use Token Ai Labs Pvt. Ltd.'s service ('Service') commence on the start date specified on the applicable Order ('Start Date') and continue for the duration specified in the Order ('Subscription Period'). Unless either party provides written notice of termination at least thirty (30) days prior to the end of the Subscription Period, the subscription will automatically renew for an additional term equal to the initial Subscription Period or one year, whichever is shorter. Such renewal will be subject to the terms and conditions in effect at the time of renewal. The customer must notify Token Ai Labs Pvt. Ltd. of its intent not to renew the subscription before the end of the Subscription Period to avoid automatic renewal. If Token Ai Labs Pvt. Ltd. materially changes the terms of the renewal, it will notify the customer at least thirty (30) days before the renewal date, giving the customer the option to accept the new terms or terminate the Agreement before the renewal date.

Both Token Ai Labs Pvt. Ltd. and the customer have the right to terminate this Agreement, or any Order, for any reason, at any time during the Subscription Period, provided they deliver written notice at least thirty (30) days prior to the intended termination date. If a customer terminates the Agreement or an Order for convenience, it will not be entitled to a refund for any Fees paid or credits for unused portions of the Service. Any amounts due for the remaining portion of the Subscription Period will become immediately payable upon termination for convenience.

Token Ai Labs Pvt. Ltd. may terminate this Agreement or any Order immediately if the customer fails to comply with any material term or condition of this Agreement or any Order and does not cure the failure within fifteen (15) days of receiving written notice of the failure. In addition, Token Ai Labs Pvt. Ltd. may terminate the Agreement or any Order immediately if the customer (a) fails to pay any Fees when due, (b) becomes insolvent, or (c) is subject to bankruptcy or insolvency proceedings. In case of termination for cause, Token Ai Labs Pvt. Ltd. will not be liable for any damages or losses incurred by the customer, and any amounts due to Token Ai Labs Pvt. Ltd. will become immediately payable.

Upon termination or expiration of this Agreement or any Order, the customer’s access to the Service will end, and the customer will cease all use of the Service and destroy all copies of the Token Ai Labs Pvt. Ltd. Content and other materials provided by Token Ai Labs Pvt. Ltd.. Any accrued rights to payment and all other obligations of the customer will survive termination or expiration. If termination occurs due to Token Ai Labs Pvt. Ltd.’s breach, Token Ai Labs Pvt. Ltd. will refund any prepaid but unused Fees for the remaining portion of the Subscription Period. The customer must provide written notice of such breach within thirty (30) days of its occurrence.

The subscription term starts on the date specified in the Order ('Start Date') and continues for the duration specified in the Order ('Subscription Period'). Unless either party provides written notice of termination at least thirty (30) days prior to the end of the Subscription Period, the subscription will automatically renew for an additional term equal to the initial Subscription Period or one year, whichever is shorter. Such renewal will be subject to the terms and conditions in effect at the time of renewal. The customer must notify Token Ai Labs Pvt. Ltd. of its intent not to renew the subscription before the end of the Subscription Period to avoid automatic renewal. If Token Ai Labs Pvt. Ltd. materially changes the terms of the renewal, it will notify the customer at least thirty (30) days before the renewal date, giving the customer the option to accept the new terms or terminate the Agreement before the renewal date.

Both Token Ai Labs Pvt. Ltd. and the customer have the right to terminate this Agreement, or any Order, for any reason, at any time during the Subscription Period, provided they deliver written notice at least thirty (30) days prior to the intended termination date. If a customer terminates the Agreement or an Order for convenience, it will not be entitled to a refund for any Fees paid or credits for unused portions of the Service. Any amounts due for the remaining portion of the Subscription Period will become immediately payable upon termination for convenience.

Token Ai Labs Pvt. Ltd. may terminate this Agreement or any Order immediately if the customer fails to comply with any material term or condition of this Agreement or any Order and does not cure the failure within fifteen (15) days of receiving written notice of the failure. In addition, Token Ai Labs Pvt. Ltd. may terminate the Agreement or any Order immediately if the customer (a) fails to pay any Fees when due, (b) becomes insolvent, or (c) is subject to bankruptcy or insolvency proceedings. In case of termination for cause, Token Ai Labs Pvt. Ltd. will not be liable for any damages or losses incurred by the customer, and any amounts due to Token Ai Labs Pvt. Ltd. will become immediately payable.

Upon termination or expiration of this Agreement or any Order, the customer’s access to the Service will end, and the customer will cease all use of the Service and destroy all copies of the Token Ai Labs Pvt. Ltd. Content and other materials provided by Token Ai Labs Pvt. Ltd.. Any accrued rights to payment and all other obligations of the customer will survive termination or expiration. If termination occurs due to Token Ai Labs Pvt. Ltd.’s breach, Token Ai Labs Pvt. Ltd. will refund any prepaid but unused Fees for the remaining portion of the Subscription Period. The customer must provide written notice of such breach within thirty (30) days of its occurrence.

Token Ai Labs Pvt. Ltd. will provide support to the customer for the Service as described in the applicable Order. Support may include technical assistance, troubleshooting, and addressing questions related to the Service. Token Ai Labs Pvt. Ltd. will use reasonable efforts to respond to support requests in a timely manner. Support services do not include assistance for issues resulting from (a) misuse of the Service, (b) modifications not authorized by Token Ai Labs Pvt. Ltd., or (c) third-party products or services. The customer is responsible for providing all necessary information and cooperation to Token Ai Labs Pvt. Ltd. to facilitate the resolution of support issues.

Token Ai Labs Pvt. Ltd. may, at its discretion, release updates, upgrades, or new versions of the Service ('Service Updates') to improve or enhance its functionality. Service Updates may be provided automatically or may require the customer to take certain actions. Token Ai Labs Pvt. Ltd. will use reasonable efforts to ensure that Service Updates do not materially degrade the performance or functionality of the Service. However, Token Ai Labs Pvt. Ltd. does not guarantee that Service Updates will be compatible with all existing configurations or third-party products.

Token Ai Labs Pvt. Ltd. will perform routine maintenance and updates to ensure the Service operates efficiently. Scheduled maintenance may require temporary suspension of access to the Service. Token Ai Labs Pvt. Ltd. will provide advance notice of such maintenance when feasible, but unplanned maintenance or emergency repairs may occur without prior notice. Token Ai Labs Pvt. Ltd. will use reasonable efforts to minimize any disruptions to the Service and restore access as quickly as possible.

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, Token Ai Labs Pvt. Ltd. WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FURTHER, Token Ai Labs Pvt. Ltd.'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER Token Ai Labs Pvt. Ltd. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHST

Each party (the 'Receiving Party') recognizes that the other party (the 'Disclosing Party') may share business, technical, or financial information pertaining to the Disclosing Party’s operations that, due to the nature of the information and the context of disclosure, is reasonably considered confidential ('Confidential Information'). For Token Ai Labs Pvt. Ltd., Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions. This Agreement, along with all related Orders, is considered Confidential Information of both parties. However, Confidential Information does not include information that: (a) becomes publicly available without breaching any duty to the Disclosing Party; (b) was known to the Receiving Party before disclosure by the Disclosing Party without breaching any duty; (c) is received from a third party without breaching any duty; or (d) was independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.

The Receiving Party must: (a) protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses for its own similar information, but no less than a reasonable level of care; (b) restrict access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors ('Representatives') who need this information in relation to this Agreement and who are bound by confidentiality obligations similar to those in this Agreement; (c) not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly stated herein; and (d) use the Confidential Information solely to fulfill obligations under this Agreement. This does not prevent sharing of Agreement terms or the other party’s name with potential investors or buyers under standard confidentiality terms.

If required by law, the Receiving Party may access or disclose the Disclosing Party’s Confidential Information, provided that it notifies the Disclosing Party in advance (when legally permissible) and offers reasonable help, at the Disclosing Party's expense, if the Disclosing Party wants to contest the disclosure.

Customers may occasionally offer feedback on the Service ('Feedback'). Token Ai Labs Pvt. Ltd. may choose to incorporate this Feedback into its services. Customers grant Token Ai Labs Pvt. Ltd. a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as Token Ai Labs Pvt. Ltd. sees fit, without any obligation or restriction, except for not identifying the Customer as the source of Feedback.

Customers and their Users must provide information like names, email addresses, usernames, IP addresses, browsers, and operating systems ('User Information') to access the Service. Customers authorize Token Ai Labs Pvt. Ltd. and its subcontractors to store, process, and retrieve User Information as part of the Service usage. Customers guarantee they have the necessary rights to provide User Information to Token Ai Labs Pvt. Ltd. for processing as described in this Agreement. Customers are liable for their User Information and any unauthorized use of their credentials.

Customers grant Token Ai Labs Pvt. Ltd. a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely to provide the Service. Beyond the rights granted here, Customers retain all rights to User Submissions, with no implied licenses under this Agreement.

Token Ai Labs Pvt. Ltd. collects data on Service performance and operation ('Service Data') as Customers use the Service. Provided Service Data is aggregated and anonymized, without disclosing any personal information, Token Ai Labs Pvt. Ltd. can use this data freely. Token Ai Labs Pvt. Ltd. owns all rights to Service Data, but will not identify Customers or Users as its source.

Token Ai Labs Pvt. Ltd. maintains reasonable security practices to protect Customer Data, including User Submissions and User Information. Nonetheless, Customers are responsible for securing their systems and data. Token Ai Labs Pvt. Ltd. processes all Customer Data in accordance with its Data Processing Agreement, available at https://www.tokenailabs.com/