1.Introduction

Welcome to Engati, an easy-to-use, multi-messaging chatbot platform (“platform”) that allows non-developers, companies, individuals, and agencies to easily build, train, manage and analyse their chatbots. Please read on to learn the terms that govern your use of Engati website(s), services and platform. If you have any questions, comments, or concerns regarding these terms or the Services, please feel free to contact@engati.com

2. Platform Access

2.1 Eligibility

2.1.1. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13

2.1.2. We do not knowingly collect or solicit personally identifiable information from children under 13. If you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us.

2.1.3. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible.

2.1.4. If you believe that a child under 13 may have provided us personal information, please contact us at contact@engati.com

2.2 Registration and Account integrity

2.2.1. As part of the registration process you will need to sign up and create an account, including a username & password, on the platform (app.engati.com).

2.2.2. Your registration on the platform provides you access to a number of features and services which are permissible to be accessed only by you. This registered account and its credentials is not to be shared between users. A breach of this clause will result in termination of the abused accounts and/or all accounts provided to you.

2.2.3. If, for any reason, you suspect that your username & password has been disclosed to, or obtained, by another party you should contact us immediately. Please note that we never contact users requesting them to confirm their username & password or other details.

3. Usage of Platform

3.1 Services

3.1.1. We provide you with a platform interface and a related set of services (“Services”) which can enable you to subscribe and use the same for creation, modification and maintenance of chatbot programs that may help you improve your business process(es) in an as-is condition.

3.1.2. On registration, and subject to Section 5 (when applicable), we will grant to you the right to access and use the Platform, and any related functionality, in accordance with the Terms mentioned in this document

3.1.3. Your use of the Services is also governed by (and subject to) different platform policies that Engati can be integrated with and which are hereby incorporated by reference and are a part of these Terms.
Facebook:- https://developers.facebook.com/policy
Telegram:- https://core.telegram.org/
Kik:- https://www.kik.com/developers/
Viber:- https://www.viber.com/terms/viber-developer-distribution-agreement/
Line:- https://developers.line.me/
Skype:-https://www.botframework.com/Content/Developer-Code-of-Conduct-for-Microsoft-Bot-Framework.htm
Slack:- https://api.slack.com/developer-policy

3.1.4. You are solely responsible and liable for complying with the Platform Policies that you opt for building your chatbot and Engati bears no commercial or any other liability or responsibility for the users that access the bot and the data that gets created. By using the platform you implicitly agree to and accept all of the Terms and Conditions, or you will lose the right to use the right to use the platform and services. Your using the Services in any way means that you agree to some and not all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy and Data Processing Agreement (addendum).

3.2 Limitations of Service

3.2.1.It is acknowledged and agreed upon that you are completely responsible for evaluating the integrity, quality, accuracy or reliability of any data provided to us before making/ implementing any decisions based on this information and any consequences that arise out of this.

3.2.2. You acknowledge that we do not assume any liability for any data handled/generated by you on the platform

3.2.3. The licenses granted herein are only for the purpose of allowing you to connect to and use the Services for your personal or internal business use. You will not use the services to perform natural language processing for any third parties.

3.4 Temporary Suspension of Services

3.4.1. We may temporarily limit or suspend the Services from time to time at its discretion including to perform upgrades to, and maintenance of, the platform.

3.4.2. We also hold the rights to terminate access to the platform based on any missed payments as per contractual agreements forwarded to you. Your access to the platform and/or subscription or other payments for use of Engati represents an agreement to abide by the commercial terms and conditions of the contract forwarded to you, the usage Terms and Conditions listed in this document as well as the Privacy Policy and Data Processing Agreement that accompany and are available on www.engati.com.

3.5 Unacceptable Use of Services and User Conduct

3.5.1. You represent, warrant, and agree that you will not create and / or contribute any Content or User Submission (each of those terms is defined below) or otherwise create any chatbots or use the Services in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Engati);
(b) Violates any law or regulation, including any applicable export control laws;
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) Jeopardizes the security of your Engati account or anyone else’s (such as allowing someone else to log in to the Services as you);
(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
(i) Copies or stores any significant portion of the Content;
(j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
(k) Is non compliant with any international agreements on Global Data Privacy Regulations (GDPR) and The Children’s Online Privacy Protection Act (“COPPA”) and any of its revisions, changes or impacts that are listed and will be communicated to you in case of any changes from the current regulation

3.5.2. A violation of any of the foregoing is grounds for termination of your right to use or access the Services, with or without notice and surrender of your contact information, data and intelligence that you have built on the platform, subject to legal notices received by a regulatory body received in such a situation.

3.6 Account Access

3.6.1. As discussed in Section 2.2, you are solely responsible for the credentials to your account and for any activity that happens in the account, intentionally or unintentionally.

3.6.2. In case any unwarranted activity is noticed, you should notify us immediately by sending an email to contact@engati.com.

3.7 System Maintenance

3.7.1. You are responsible to maintain and upgrade any OS or systems that are used to access the platform. Any problem caused in the use of the platform because of older/legacy/unsupported systems is solely your responsibility.

3.8 Compliance with Laws

3.8.1. You shall comply with all applicable laws including the ones around protection of personal information and data privacy.

3.8.2. You are responsible for obtaining any consent required by law from your users to allow the use of their personal information (if required) for use the our services, in accordance with the general terms, privacy policy and Data Processing Agreement.

3.9 Compliance by Users

3.9.1. You will need to ensure that your Users are informed that they are governed by, and hence comply with, all applicable laws, including laws governing the protection of personal information.

4. Data & Privacy Policy

4.1 Data Ownership

4.1.1. As defined in the Data Processing Agreement, all information shared with us is owned by you. We are not responsible for evaluating its integrity, quality, accuracy or reliability.

4.1.2. You acknowledge that the responsibility of any data provided/used on the platform is your responsibility. Any loss of data caused by the downgrading and removal of any service within the account connected to the downgrade, is also your responsibility.

4.2 Copyrighted Material

4.2.1. Digital Millennium Copyright Act (the “DMCA”) relates to online service providers, like us, who are responsible to remove any material that allegedly violates someone’s copyright.

4.2.2. We respect others’ intellectual property rights, and we reserve the right to delete or disable any such content, and to terminate the any account(s) that is/are alleged repeat-infringers.

4.3 Content Monitoring

4.3.1. Any information or content publicly posted or privately transmitted through the Services, and any chatbots created using the platform, are the sole responsibility of the person from whom such content is originated. You should access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it.

4.3.2. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content. You hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the platform.

4.3.3. You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

4.3.4.The Services may contain links or connections to third party websites or services that are not owned or controlled by us. When you access third party websites or use third party services, you accept that there are risks in doing so, and that we are not responsible for such risks. We encourage you to be aware of this and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize. You are solely responsible for complying with the terms and conditions, any liability or commercial conditions set forth and arising from any third party provider access that you connect to via the Platform

4.3.5. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, we will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

4.3.6. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

4.3.7. If there is a dispute between participants on this site, or between users and any third party, or a dispute arising out of violation of terms and conditions set forth here for the use of the Platform, you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you release us, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

4.4 Data Processing, Access and Backups

4.4.1.We may utilize the services of multiple sub processors for the purpose of providing the services.

4.4.2. Any data collected by us through our services shall be as defined by us in the Data Processing Agreement

4.4.3. It is advisable that you take all required backups of your data prior to requesting a downgrade (or termination) in service

4.5 Privacy Policy

4.5.1.We do not explicitly collect any personal information such as age, gender, address etc. unless shared

5. Subscriptions, Payments and Billing

5.1 Free Trial

5.1.1. We offer some basic functionalities of our Services under a Free Trial. In case you register for this service, we will make it available to you free of charge, for a trial basis, until the earlier of (a) the end of the free trial applicable to you; (b) the start date of any subscription purchased by you; or (c) termination of the trial by us at our sole discretion.

5.2 Subscription Plans & Fees

5.2.1. In order to avail access to different features/services from the platform, you may be required to choose (and pay for) specific subscription plans, as designed and defined by us. The plans and pricing are subject to change subject to term and commercial agreement for any subscription plans signed by us with you which will uphold over any pricing changes.

5.2.2. We have a pre-set, tier based, subscription plans which have been structured based on many factors like number of bots, number of interactions, and many other modules. For more details on the plans and their pricing please follow this link.

5.2.3. You may choose a relevant subscription plan of your choice (or that is prescribed by us), by making an upfront payment of the prescribed fees. We have flexible billing plans, should you wish to term based payments. For subscription modifications refer section 5.3.

5.2.4. We reserve the right to change all/any of the subscription plan tiers, its pricing and the features offered at any time and without prior notice.

5.3 Subscription Changes (Upgrade/Downgrade)

5.3.5. Engati provides easy upgrade/downgrade options from your chosen subscription.

5.3.6 Plan Upgrade

Whenever you would want to upgrade your subscription plan, you can do so from the platform. On upgrade, a pro-rata bill (for the upgraded plan) will be generated based on number of remaining days in the existing billing cycle. All subsequent bills will be generated based on the upgraded plan amount.

5.3.7 Plan Downgrade

If you ever wish to downgrade your existing subscription plan, you may choose to do so from the platform. Downgrades will be applied only at the end of current billing term. All subsequent bills will be generated based on the downgraded plan amount.

5.3.8. For immediate downgrades, you may reach out to us at contact@engati.com

5.4 Subscription Cancellation

5.4.1. All subscription cancellations will be done manually.

5.4.2 You may cancel your account(s) at any point of time. If you wish so, please reach out to us at contact@engati.com for processing cancellations.

5.4.3 No refunds will be processed for subscription cancellations (as described in 5.5)

5.5 Refund Policy

5.5.1. NO REFUNDS will be offered for remaining unused days, on cancellation from an existing Subscription Plan

5.5.2 NO REFUNDS will be offered if a downgrade is requested before the end of current billing term.

5.5.3 In case of any queries, you can write to us at contact@engati.com.

5.6 Processing of Payments and Billing

5.6.1. We reserve the right to use a third party payment processor, which is PCI-DSS complaint, for all billing and payment receipts.

5.6.2 The credit card information provided to us shall be automatically charged for any modification to existing services, or upon renewal.

5.6.3 In the event where you do not wish to process your payment via credit card, you can do so through bank/wire transfer/cheque. This would be done only on your explicit request by writing to us at contact@engati.com.

5.6.4 In the event that we are unable to bill the credit card on file or you request us (in writing over email) to not bill the credit card, you shall be solely responsible for completing the expected payment by whatever means. In the event that payment is not made, the services may become unavailable to you and we may terminate this Agreement without notice.

5.7 Revision of Fees

5.7.1. We reserve the right to revise the service fees applicable for a paid plan or functionality at its sole discretion.

5.7.2 The revised fees will only take effect from the next renewal date of your existing subscription plan

5.7.3 You would be notified over email in case of such revision of fees.

6 Disclaimer of Warranty

6.1 Risk

6.1.1. Neither Engati, nor its licensors or suppliers, make any representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. We are not responsible for any links to third party websites from the Service and the inclusion of any link does not imply an endorsement of a third party website or service by us

6.1.2 THE SERVICES AND CONTENT ARE PROVIDED BY ENGATI (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

6.1.3 ANY USE OF THE SERVICES IS AT YOUR OWN RISK. THE SOFTWARE MAY CONTAIN BUGS, ERRORS. WE DO NOT WARRANT THE PERFORMANCE OF THE SERVICES, THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL OPERATE IN ACCORDANCE WITH ANY ACCOMPANYING DOCUMENTATION

6.2 Use of Internet

6.2.1. Our Services are provided over the Internet. As such, the Services are subject to the operation of the Internet and telecommunications infrastructures as well as the operation of your Internet connection services, all of which are beyond our control.

6.2.2 We do not warrant that the services will be uninterrupted or that you will be able to access or use the Services at the location and times of your choosing.

6.3 Technical Support

6.3.1. We provide all kinds of technical support for any issues/roadblocks to the usage of the available services, based on our Support Policy.

6.3.2 The support would be provided over email. All communications regarding the same are expected to be directed to support@engati.com.

6.3.3. We reserve the right not to provide a full technical support service to free or trial account users

6.3.4 You are solely responsible for the procurement of any hardware or services required to use the Services, including any computers, servers, or Internet access.

7 Liability Limits

7.1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ENGATI (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO ENGATI IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

7.2 We shall not be liable for any indirect, consequential, exemplary, incidental, special or punitive damages, including loss of profits.

7.3 EXCEPT AS STATED IN SECTION 7.1, ENGATI AND ITS AFFILIATES, OFFICERS, LICENSORS, AND/OR CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, OUR LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW IN SUCH STATE.

8 Indemnity

8.1. To the fullest extent allowed by applicable law, you agree to indemnify and hold us, and our affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account, including those mentioned in Section 3.5), (b) your violation of these Terms, or (c) your infringement upon any intellectual property or other proprietary right of any person or entity.

8.2 In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

8.3. We may, at our own expense, assume the defense and control of any matter otherwise subject to indemnification by you. Doing so shall not excuse your indemnity obligations in this Agreement. The terms of this paragraph will survive any termination or cancellation of the Agreement.

9 Ownership

9.1 Intellectual Property

9.1.1. The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Engati’s) rights.

9.1.2 You understand that we own the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

9.2 User Submissions

9.2.1. Anything you (or your users) post, upload, share, store, or otherwise provide through the Services, including any chatbots you create and/or communicate with through the Services, is your “User Submission.”

9.2.2 Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information

9.2.3. For all User Submissions, you hereby grant us a license to translate, modify (for technical purposes, for example making sure your content is viewable on an Android device as well as a desktop) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

9.2.4 If you store a User Submission in your own personal Engati account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant us the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

9.2.5. If you share a User Submission only in a manner that only certain specified users can view; for example, a private message to a chatbot (a “Limited Audience User Submission”), then you grant us the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

9.2.6 If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant us the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Engati users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services for any purpose. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

9.2.7 You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide. All chatbots created through the Services will automatically include an attribution to Engati. You agree not to remove, modify, or obscure the Engati attribution. In addition, you hereby grant us a nonexclusive license to use any chatbots you create using the Services in Engati’s marketing materials (such as on Engati.com). Finally, you understand and agree that Engati, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

10 Terms

10.1 Effective Date of Terms

10.1.1. The Terms mentioned here are a binding contract between you and us

10.1.2 The general terms are effective as of the first date that a customer or a user of the website accesses or uses the Engati platform or website, until they are terminated by both or any of the the parties in accordance with Section 10.2.

10.1.3 This Agreement is effective until terminated by you or by us.

10.1.4 Any Additional Services subscribed to post termination will be subject to ac is licensed only for the Subscription Period selected during the registration or upgrade. The Subscription Period may be renewed by paying an additional license fee as set forth on the Engati website. This renewal fee may be charged automatically to the credit card used to initially pay for the Services.

10.2 Termination by You

10.2.1. You’re free to stop using the Services at any time; just email us at contact@engati.com to notify.

10.2.2 Services may be terminated by notifying Engati of your intent to terminate this Agreement. Notification of termination must be sent by email to contact@Engati.com. Your termination will be effective upon Engati’s receipt and processing of the email. Processing may take up to 24 hours.

10.2.3 Any Additional Services subscribed to post termination will be licensed only for the Subscription Period selected during the registration or upgrade, and after payment of the relevant fees.

10.3 Termination by Engati

10.3.1. We are free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms (as described in Section 3.5). We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

10.3.2 We may terminate this Agreement at any time and for any reason. We may monitor its systems for excessive consumption of network resources and may take technical or other remedies deemed necessary to prevent or eliminate any excessive consumption. If we deem your use to be excessive, we may terminate your account or adjust the price of the Services.

10.3.3 Any Additional Services subscribed to post termination will be subject to review by us and can be availed only if found acceptable. The additional services will then be treated as a new registration and will be licensed only for the Subscription Period selected during the registration, and after payment of the relevant fees

10.4 Events upon Termination

10.4.1. Account termination may result in destruction of any chatbots and Content associated with your account, so keep that in mind before you decide to terminate your account.

10.4.2 We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Engati.

10.4.3 Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us.

10.4.4 Upon termination, you must immediately cease using the Services. Upon termination, we may disable further use of the Services or related Services without further notice and may delete, remove, and erase any account information and any data stored by us. Such deletions are in our sole discretion and may occur without notice to you. No refunds shall be given for any reason.

10.5 Refunds on Termination

10.5.1. Section 5.5 (No Refunds) applies, regardless of the cause of termination, cancellation, or downgrade of subscription.

11 General

11.1 Jurisdiction

11.1.1. These Terms are governed by and will be construed under the laws of USA, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in USA, in English. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in Texas (state), USA (Country). Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND ENGATI ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

11.1.2 These general terms shall be governed solely by the laws of the United States of America without regard to conflicts of law provisions thereof. You agree that the exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in the Republic of India.

11.2 Force Majeure

11.2.1. TWe shall not be liable by reason of any failure or delay in performance of its obligation on account of an unforeseeable and irresistable event, including external causes with the same characteristics (a “Force Majeure”), which may include DOS attack, stikes, shortages, riots, fires, act of god,failure by a third party hosting or utility provider, war, terrorism and government action.

11.3 Notice

11.3.1. Engati may send notices to the customer’s email contact points provided by the customer, pursuant to these terms. You may send notices pursuant to these terms at contact@engati.com. All notices will be considered received 24 hours after they are sent.

11.3.2. All questions, notices, demands, or requests to Engati with respect to this Agreement shall be made in writing to: contact@engati.com.

11.4 Assignment & Successors

11.4.1. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Engati’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

11.4.2. These Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.

11.4.3. You may not assign or transfer, or purport to assign or transfer, any of your rights, duties, or obligations under the Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise. Engati may assign or transfer this Agreement in its sole discretion.

11.5 Amendments

11.5.1. As we are constantly trying to improve our the platform, the Terms may be subject to change

11.5.2. We reserve the right, and may amend, the Terms of this agreement and related services offered under this agreement (including license fees, availability, equipment and Services requirements, and limits or restrictions on the use of Services or services) at any time, at our sole discretion without notice.

11.5.3. In case of any such amendments, we will bring it to your attention by notifying you through an email, post on Engati website, and/or by some other means, as far as possible.

11.5.4. The amendments made will be effective immediately after posting it. Continued use of the Services after the amendment constitutes your acceptance of the same.

11.5.5. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.

11.5.6. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

11.6 Waiver

11.6.1. No waiver, delay or discharge by a party will be valid unless in writing and signed by an authorized representative of the party against which its enforcement is sought. Neither the failure of either party to exercise any right of termination nor the waiver of any default will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default.

11.6.2. Failure by us to enforce any accrued rights under these Terms & Conditions is not to be taken as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing.

11.7 Severability

11.7.1. The foregoing paragraphs, sub-paragraphs and clauses of these Terms & Conditions shall be read and construed independently of each other. Should any part of this agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

11.7.2. If a provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement will not be affected, impaired or invalidated. If the absence of the provision adversely affects the substantive rights of a party, the parties agree to replace the provision with a new provision that closely approximates the economic and proprietary results intended by the parties.

12 Entire Agreement

12.1. The Agreement, the Privacy Policy, Data Processing Agreement, and all other attached Schedules contain the entire and exclusive Agreement and understanding between the parties on the subject matter of the Agreement.

12.2. The Agreement supersedes all prior agreements, understandings and arrangements related to the subject matter. No representation, undertaking or promise made prior to the Agreement shall be effective or valid except as may be expressly stated in the Agreement.

13 Acceptance Signature

13.1. BY USING, APPLYING FOR, OR ACCEPTING THE SERVICES YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BE BOUND BY AND COMPLY WITH IT. DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO THIS AGREEMENT.