Last updated: June 26, 2024
THIS TERMS OF SERVICE AGREEMENT ("Agreement") governs the receipt, access, and use of the services ("Services") provided by Enbot AI Technology Limited ("We", "Company" or "enbotAI") by: (A) signing up for a free or paid access plan for the Service via a platform that references this Agreement, or (B) clicking a box indicating acceptance. BY ACCEPTING THIS AGREEMENT, the individual doing so ("You") represents that You have the authority to bind Yourself and the Company or other legal entity ("Customer") on whose behalf You are accepting ("You" and "Customer" together, "Users"). IF YOU LACK SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT AND MAY NOT USE THE SERVICES. Capitalized terms are defined herein.
1. SERVICES
1.1 Description
enbotAI owns and provides a cloud-based artificial intelligence service offering chatbots for customer support, sales, and user engagement ("Service"). Anything configured, customized, uploaded, or utilized through the Service by You, or the Users is a "User Submission." Users are solely responsible for all User Submissions. The Service may include templates, scripts, documentation, and other "enbotAI Content" to assist usage. Users do not receive the underlying code/software ("Software") or a Software copy.
1.2 Subscription
Subject to this Agreement, you may access and use the Service per the ordering details agreed by the parties through enbotAI's website/portal ("Order(s)"). Service access is solely for your internal business purposes by authorized individuals, not third parties.
1.3 Ownership
enbotAI owns the Service, Software, enbotAI Content, Documentation, and anything else provided ("enbotAI Materials"), including all intellectual property rights therein and derivatives/modifications thereof. No implied licenses are granted.
1.4 Permissions
The Service allows setting permissions for you to perform tasks ("Permissions"). You are solely responsible for managing Permissions and any breaches by its Users/Affiliates, over whom it has authority and payment responsibility regarding this Agreement.
2. RESTRICTIONS & AVAILABILITY
2.1 Your Responsibility
You are responsible for activity on its accounts and those of Users, except for unauthorized access due to Service vulnerabilities. You will ensures User compliance with this Agreement.
2.2 Use Restrictions
Users shall not and shall not permit: (a) modifying/creating Service derivatives; (b) reverse engineering the Service; (c) sublicensing/exploiting the Service; (d) removing proprietary notices; (e) unlawful use; (f) unauthorized Service access/disruption; (g) using the Service for enbotAI-competitive products; (h) unauthorized vulnerability testing. enbotAI may suspend access if misuse significantly harms enbotAI/Service security.
2.3 API Restrictions
enbotAI may set/enforce usage limits on Service APIs, which Users shall comply with. enbotAI may suspend/terminate API access.
2.4 Service Availability:
- The company strives to provide uninterrupted access to the service but does not guarantee 100% uptime.
- Scheduled maintenance, updates, or unforeseen technical issues may result in temporary service unavailability.
- The company will make reasonable efforts to notify users in advance of any planned service disruptions.
3. THIRD-PARTY SERVICES
The Service may interface with third-party products/services/applications ("Third-Party Services") not owned/controlled by enbotAI. Integration may require providing enbotAI login information, which Users affirm having authority to do per Third-Party Service terms. enbotAI makes no representations/warranties regarding Third-Party Services, which are used at Users' risk. Disputes must be directed to Third-Party Service providers.
4. PAYMENT TERMS
4.1 Payment Method
Company, either directly or through a third-party payment processor (the "Payment Processor"), will charge the customer's credit card or ACH payment method for the Fees. By providing credit card or ACH payment information, the customer authorizes Company to charge such payment method for any services rendered under the order, including recurring Fees. The customer is responsible for providing Company with accurate and current payment information. Failure to do so may result in suspension of access to the Services.
Our payment system ensures the secure exchange of sensitive and private data. We regularly perform malware scans to enhance security. In the event that we identify your purchase as a high-risk transaction, we may request additional information such as a copy of your valid government-issued photo identification and a recent bank statement for the card used in the purchase.
We also have the right to offset any Fees owed by users. If payment is made through a Payment Processor, the transaction will also be governed by the Payment Processor's terms, conditions, and privacy policies. We are not liable for any errors or omissions made by the Payment Processor but reserves the right to correct any such errors, even if payment has already been requested or received.
4.2 Secure Payment
- The Payment Processor handles the secure processing of subscription payments on behalf of the Company.
- Your billing information is securely stored and managed by the Payment Processor in compliance with industry standards.
- The company does not have direct access to or store your payment information, ensuring an additional layer of security and privacy.
4.3 Service Fees and Billing
enbotAI charges customers fees for accessing and utilizing the Service as specified in the relevant order (the "Fees"). All Fees will be billed in the currency indicated in the order, or in U.S. dollars if no currency is specified. You are responsible for paying all fees or charges associated with your account according to the applicable fees, charges, and billing terms in effect at the time of payment.
If you have enabled auto-renewal for your subscribed Services, you will be automatically charged based on the selected term. Payment obligations cannot be cancelled, and Fees are non-refundable except as expressly provided in this Agreement.
If you do not wish to renew, you can cancel your subscription renewal through the online subscription management page or by contacting our customer support team at support@enbot.ai.
enbotAI reserves the right to modify the Fees or introduce new Fees at its sole discretion. Users have the option not to renew their subscription if they disagree with any revised fees.
4.4 Free Trial
enbotAI may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). You may be required to enter your billing information in order to sign up for the Free Trial. If you provide your billing information when signing up for the Free Trial, you will not be charged by enbotAI until the Free Trial has expired. On the last day of the Free Trial period, unless you have cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. At any time and without notice, enbotAI reserves the right to (i) modify the Terms of Service of the Free Trial offer, or (ii) cancel such Free Trial offer.
4.5 Fee Changes
We, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with reasonable prior notice of any change in Subscription fees, if such change occurs. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
4.6 Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments imposed by any jurisdiction (collectively, "Taxes"). Users are liable for paying all Taxes related to their purchases. If enbotAI is required to pay or collect Taxes for which the users are responsible, we will invoice users for such Taxes unless the users provide enbotAI with a valid tax exemption certificate authorized by the appropriate taxing authority in advance. For clarity, we are solely responsible for taxes based on our own income, property, and employees.
4.7 Refunds
No refunds are provided for monthly subscriptions. Annual subscription customers may request a refund within the initial 7 days of purchase if the Services have not been used.
If enbotAI fails to fulfill its obligations under this agreement and does not remedy the issue within 30 days of receiving written notice from the User, enbotAI will refund the pre-paid fees for the unfulfilled portion of the services.
If a customer terminates their account due to a service suspension exceeding 5 business days or service interruption, they are entitled to a prorated refund of the pre-paid fees for the remaining period post-termination.
To request a refund, customers must contact enbotAI customer support and provide relevant evidence and explanations. enbotAI reserves the right to review and decide on refund requests.
Please note that all refunds will be subject to a service fee, and the Users will receive the refund amount after deducting the service fee.
4.8 Late Payments and Order Modifications
If a users fails to pay any Fees when due, we may suspend access to the Service until overdue amounts are paid in full. enbotAI is authorized to attempt charging the users' payment method multiple times if an initial charge is unsuccessful. If a user believes they have been incorrectly billed, they must notify enbotAI within sixty (60) days from the date of the first billing statement containing the error to request an adjustment or credit. Upon receiving a dispute notice, we will investigate and provide the user with a written decision, including supporting evidence. If it is determined that the billed amounts are owed, the user must pay these amounts within ten (10) days of receiving enbotAI's written decision.
We reserve the right to modify product offerings and pricing at any time. We also retain the right to refuse any order and may limit or cancel quantities purchased per person, household, or order. These restrictions may apply to orders placed under the same account, credit card, and/or billing and shipping address. If we make changes or cancel an order, we will make reasonable efforts to notify you via the provided email, billing address, or phone number.
4.9 Single User Account:
- Each subscription is intended for a single user account.
- Sharing of account credentials or access with multiple individuals is strictly prohibited.
- The Company reserves the right to terminate accounts found to be engaged in unauthorized sharing.
5.TERMINATION
5.1 Termination for Breach
Either party may terminate for the other's material uncured breach upon 30 days' notice. enbotAI may terminate Free Version access at any time.
5.2 Effect of Termination
Subscriptions commence on the "Subscription Start Date" in the Order for the stated "Subscription Period." This Agreement is effective during that period and any renewals/extensions. If terminated, Orders terminate automatically. Expired paid subscriptions may downgrade to enbotAI's free version ("Free Version"). Terminated/deleted accounts lose Free Version access.
If you rightfully terminates, enbotAI will terminate the current Subscription Period. If enbotAI rightfully terminates, you shall remain liable for pre-termination fees if any. Upon any termination, enbotAI rights/licenses cease, you lose access, and enbotAI deletes Users' data within 30 days unless earlier deletion is requested. Inactive accounts may be deleted after 1 year.
5.3 Survival
Certain sections survive termination.
6. WARRANTIES AND DISCLAIMERS
6.1 User Warranties
You represent and warrant User Submissions comply with all applicable laws.
6.2 Disclaimer
EXCEPT AS STATED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ENBOTAI DOES NOT WARRANT UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE SERVICE OPERATION.
7. LIMITATION OF LIABILITY
ENBOTAI IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST REVENUES/PROFITS, BUSINESS/GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF LEGAL THEORY. ENBOTAI'S TOTAL LIABILITY IS LIMITED TO FEES PAID BY YOU IN THE 12 MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF POSSIBILITY OF SUCH DAMAGES.
8. CONFIDENTIALITY
8.1 Definition
"Confidential Information" is non-public business, technical, or financial information of a party ("Disclosing Party") that is reasonably considered confidential due to its nature and disclosure context, including for enbotAI: non-public Service details; and for You: User Information and Submissions. This Agreement and Orders are Confidential Information of both parties. Exclusions apply to information that was previously known, publicly available through no breach, received from other sources without breach, or independently developed.
8.2 Protection and Use
The receiving party ("Receiving Party") shall: (a) use at least reasonable care to protect Confidential Information; (b) limit access to those bound by similar confidentiality terms on a need-to-know basis; (c) not disclose to third parties without prior permission; and (d) use Confidential Information solely to fulfill Agreement obligations. Agreement terms may be shared under standard confidentiality terms.
8.3 Compelled Disclosure
The Receiving Party may access/disclose Confidential Information as legally required after advance notice to the Disclosing Party to allow contesting the disclosure.
8.4 Feedback License
Users grants enbotAI a perpetual, royalty-free license to use and exploit any Feedback regarding the Service, except identifying Users as the source.
9. DATA
9.1 User Information
Users must provide information like names/Emails to access the Service ("User Information"). Users authorize enbotAI to process User Information as part of providing the Service and have rights for such processing. Users are liable for User Information misuse.
9.2 User Submissions
Users grant enbotAI a license to use User Submissions solely to provide the Service. Users retain ownership of User Submissions.
9.3 Service Data
enbotAI collects anonymized, aggregated performance data ("Service Data"), which enbotAI owns and may use freely.
9.4 Data Protection
enbotAI maintains reasonable security practices to protect Users Data, but Users are responsible for securing their systems/data.
10. GENERAL TERMS
10.1 Publicity
With prior consent, enbotAI may identify Users in marketing materials.
10.2 Force Majeure
enbotAI is not liable for failures due to circumstances beyond its reasonable control.
10.3 Changes
enbotAI may modify the Service and this Agreement with 30 days' notice, not materially reducing core functionality.
10.4 Relationship of the Parties
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between enbotAI and the Users. Both parties are independent contractors, maintaining their respective operations and autonomy while cooperating under the terms laid out in this Agreement.
10.5 No Third-Party Beneficiaries
This Agreement is strictly between enbotAI and the You. It is not intended to benefit any third party, nor shall any third party have the right to enforce any of its terms, directly or indirectly. This clause clarifies the intended scope of the Agreement, limiting obligations and benefits to the parties involved.
10.6 Email Communications
Notices under this Agreement will be communicated via Email, although enbotAI may choose to provide notices through the Service instead. Notices to enbotAI must be directed to a designated enbotAI Email, while notices to you or Users will be sent to the Email addresses provided by you or them through the Service. Notices are considered delivered the next business day after Emailing or the same day if provided through the Service.
10.7 Amendment and Waivers
No modifications to this Agreement will be effective unless in writing and signed or acknowledged by authorized representatives of both parties. Neither party's delay or failure to exercise any right under this Agreement will be deemed a waiver of that right. Waivers must also be in writing and signed by the party granting the waiver.
10.8 Severability
Should any provision of this Agreement be found unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to make it lawful or enforceable, while the remaining provisions continue in full effect. This clause ensures the Agreement remains operational even if parts of it are modified or removed.
10.8 Assignment
Neither party may assign or delegate their rights or obligations under this Agreement without the other party's prior written consent, except that EnbotAI may do so without consent in cases of mergers, acquisitions, corporate reorganizations, or sales of substantially all assets. Any unauthorized assignment will be void. This Agreement binds and benefits the parties, their successors, and permitted assigns.
10.9 Governing Law and Venue
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good faith communications. If the parties are unable to resolve the dispute through communications within thirty (30) days, either party may submit the dispute to the Hong Kong International Arbitration Centre (HKIAC) for final and binding arbitration in accordance with the HKIAC Administered Arbitration Rules in force at the time of submission. Each party shall bear its own costs and expenses, including attorneys' fees, incurred in connection with the arbitration, unless otherwise determined by the arbitrator in accordance with the applicable Rules. The parties hereby waive any right to a jury trial for disputes arising under this Agreement.
10.10 Entire Agreement
This Agreement, including any referenced documents and Orders, constitutes the full agreement between enbotAI and You, superseding all prior discussions, agreements, and understandings of any nature. This ensures clarity and completeness in the mutual expectations and obligations of the parties involved.