Terms of Service

About Respon.ai

The services provided by FELICIS TECHNOLOGY LTD. and/or its subsidiaries and affiliates (“Respon.ai” or “our”) consist of an omnichannel messaging platform that allows our customers to store, manipulate, analyse and transfer messages between their business systems and their customers, as well as other services and tools offered by us from time to time which our customers have selected (and which may be subject to supplemental terms) (the “Services”). A “Customer” is an entity or individual with whom Respon.ai has an agreement to provide the Services.

FELICIS TECHNOLOGY LTD. is the contracting entity providing the Customer with the Services, unless otherwise specified in a service agreement.

About the Terms

This Terms of Service (this “Agreement”) is an agreement between the Customer and Respon.ai (each as a “Party” and collectively as the “Parties”), and is entered by the Parties on the date that Customer signs up for a Respon.ai account (the “Respon.ai Account”) through the Respon.ai Website (as defined hereunder) or the date of the service agreement, entered by the Parties (the “Effective Date”).

If the Customer registers for a Respon.ai Account or enters into a service agreement with Respon.ai, the Customer acknowledges its understanding of the terms of this Agreement and represents and warrants to Respon.ai that the Customer has the necessary capacity to enter this Agreement or the person entering this Agreement has the necessary capacity and authority to enter this Agreement on behalf of the Customer.

By using any element of the Respon.ai Solution (including the Respon.ai Website), the Customer acknowledges that the Customer has read, accepts and agrees to be bound by and comply with the terms and conditions set out in this Agreement. If the Customer does not accept and does not agree to be bound by this Agreement, the Customer must immediately cease any further use of the Respon.ai Solution, including use of any part thereof.

1. Definitions

“Chat Participant” means an individual who communicates with a Business (a “User”) or on behalf of a Business (an “Agent”) through the SleekFlow Platform.
“Confidential Information” means all and any kind of information, documents, or materials whether oral or written made by or provided by a Party to the other Party in the course of normal business between the Parties, which are not publicly available. Confidential Information also includes collectively, without limitation the following: -
1. Marketing and Development Information – any information or plans f a Party about marketing agenda or business developments which may involve costing, policies, quotes, forecasts, and strategies;
2. Business Operations Information – any information about the business operations of a Party, including the number of personnel, financial activities, information on vendors, providers, customers, clients and partners that are not openly declared by the Party to the public;
3. Product Information – all specifications for products produced by a Party as well as the products resulting from or related to work or projects performed or to be performed by or for the Party or for its clients, or information about the product during research and development;
4. Service Information – any information relating to services provided by a Party, including without limitation, information on manpower scheduling, training, maintenance;
5. Intellectual Property – all information about the Intellectual Property Rights of a Party;
6. Technology – all technical, scientific information and/or materials produced by a Party and which has not been publicly used, including the use of any machine, appliance, or components, including the documented scientific process;
7. Accounting Information – all financial reports, worksheets, balance sheets, undisclosed assets and liabilities, inventories, payroll, and any other information that may relate to the financial activity of a Party;
8. any and all information disclosed by a Party to another Party or otherwise coming into the possession of a Party during the Term that is marked as “confidential” or that a reasonable person would understand to be confidential.
“Customer Application” means any software application or web site developed by Customer using or integrating with the SleekFlow APIs under the license terms of this Agreement.
“Customer's Client” means any clients of the Customer.
“Customer Data” means any data, information, content, records, and files that Customer (or any of its Users, Customers Clients or Chat Participants) loads, receive through, transmits to or enters into the Respon.ai Platform, and any data, information, content, records and files that the Respon.ai Platform obtains from Customer's servers or systems or third parties on Customer's behalf, including all intellectual property rights in any of the foregoing.
“Custom-Integrated Business Applications” means any business software applications used by Customer to interoperate with the Respon.ai Platform through the Respon.ai API, where such software has been integrated with the Respon.ai API by Customer, but which software, for greater certainty, excludes Pre-Integrated Third-Party Business Applications and Customer Application(s).
“Discloser” means a Party disclosing Confidential Information.
“Headless API” means the system provided by SleekFlow to the Customer that allows contents to be managed and delivered to various platforms (such as websites and mobile apps) without being tied to a specific frontend and enabling the Customer to build and present content in the way it chooses, independently of the backend system.
“Integrated Product” means any of the following: (i) Customer Application, (ii) Custom-Integrated Business Applications, and (iii) Pre-Integrated Third-Party Business Applications.
“Messaging Channels” means either (i) SMS that is integrated with the SleekFlow Solution, or (iii) a Third Party Messaging Platform that is integrated with the SleekFlow Solution.
“Modifications” means modifications, improvements, customisations, updates, enhancements, aggregations, compilations, derivative works, translations, adaptations, and results from processing (including analyses, reports, databases, datasets, recommendations, and visual representations) in any form or medium, and “Modify” has a corresponding meaning.
“Personal Data” means any information relating to an identified or identifiable natural person any information relating to an identified or identifiable natural person (“Data Subject”)
“Pre-Integrated Third-Party Business Applications” means third party business software used by Customer to interoperate with the SleekFlow Platform, where such software is already integrated with the SleekFlow Platform and is made available to Customer on the SleekFlow Website.
“Recipient” means a Party receiving Confidential Information.
“Reseller” means an individual, company, or entity which is authorised by Respon.ai to resell the Services.
“Respon.ai API” means the application programming interface, sample source code, tools, webhooks, instructions, documentation, other materials, and any Modifications to it, made available by Respon.ai to Customer at that time including but not limited to sending messages, to assist Customer in developing its Customer Application that interoperates with the Respon.ai Platform. Respon.ai API shall include Headless API.
“Respon.ai Platform” means the software, hardware, and systems used by Respon.ai to host and make the Services available for Customer's use, including the Website, and any Modifications to it.
“Respon.ai Solution” means: (i) the Respon.ai Platform; (ii) the Respon.ai API; (iii) any Modifications to the preceding.
“Respon.ai Website” means any websites used by Respon.ai to provide the Services, including the website located at https://respon.ai
“Third Party Messaging Platforms” means any third party platform that may be used by Chat Participants to transmit and receive messages with a Business, including but not limited to WhatsApp, Facebook, TikTok, Instagram, LINE and other platforms that Respon.ai may support now and in the future.
“User” means an individual who is an employee or contractor of the Customer which has been authorised by the Customer to have access to and use the Respon.ai Platform.

2. Respon.ai Platform

Provision of the Respon.ai Platform. Subject to Customer's compliance with the terms and conditions of this Agreement, Respon.ai will make the Respon.ai Platform available to the Customer on the terms and conditions set out in this Agreement, provided that the Customer: (i) has read and accepted and is in compliance with its obligations under the applicable terms of use related to all applicable Third Party Messaging Platforms, Pre-Integrated Third-Party Business Applications, and Custom-Integrated Business Applications; and (ii) has taken all necessary steps to enable interoperability between the Respon.ai Platform and all applicable Third Party Messaging Platforms, Pre-Integrated Third-Party Business Applications, and Custom-Integrated Business Applications, including but not limited to acquiring the necessary approvals and API keys (whether directly or via the Customer's Clients) to access these Messaging Channels as a business.

3. Modifications to the Services and Fees

Respon.ai reserves the right to change the fees, features, plans and/or contents of the Services (as set out on Respon.ai's pricing page) and to institute new charges at any time, upon notice to you, which may be sent by email and/or posted on the Respon.ai Website.
Any new features to the current Services, including the release of new tools, resources and functions, shall be subject to this Agreement.
The Customer understands and agrees that 1) the fees, features, plans and contents of the Services as set out on Respon.ai's pricing page are based on the latest version of the Respon.ai Platform, and such fees, features, plans and/or contents of the Services may be updated and/or changed from time to time; 2) the Customer may not be able to use the new and latest functions (or some of which) of the Respon.ai Platform if it uses a legacy version of the Respon.ai Platform; and 3) the Customer may not be able to subscribe to the add-ons (or some of which) which were previously available for subscription after the fees, features, plans and/or contents of the Services have been updated.

4. License to Respon.ai API

License to Respon.ai API. Subject to the Customer's compliance with the terms and conditions of this Agreement, Respon.ai grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to use the Respon.ai API solely (i) to enable the Customer Application to interoperate with the Respon.ai Platform or (ii) for developing or enabling Custom-Integrated Business Applications that will only be used by the Customer to interoperate with the Respon.ai Platform in accordance with the terms of this Agreement and any other policies and guidelines published by Respon.ai from time to time.

5. Trademark License

During the Term, Customer hereby grants to Respon.ai a worldwide, non-exclusive, non-transferable, non-sub-licensable (other than to affiliates) and royalty-free license to use the Customer's trademarks and logos made available to Respon.ai by the Customer as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Respon.ai Solution, including listing the Customer and the Customer Application on the Respon.ai Website; and only in accordance with the Customer's reasonable trademark usage guidelines, as updated by the Customer from time to time. The Customer may require Respon.ai to cease using the Customer's trademarks and logos if, in the reasonable opinion of the Customer, the continued display of the Customer's trademarks and logos would cause a materially adverse effect on the Customer's image and the goodwill associated with it.
During the Term, Respon.ai grants to Customer a limited, non-exclusive, non-transferable, non-sub-licensable (other than affiliates) and royalty-free license to use Respon.ai's trademarks and logos made available to the Customer by Respon.ai as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Respon.ai Solution, and only in accordance with Respon.ai's reasonable trademark usage guidelines, as updated by Respon.ai from time to time. Respon.ai may require the Customer to cease using the Respon.ai's trademarks and logos if, in the reasonable opinion of Respon.ai, the continued display of the Respon.ai's trademarks and logos would cause a materially adverse effect on Respon.ai's image and the goodwill associated with it.

6. Reservation of Rights

Respon.ai expressly reserves all rights, title, and interest in, and the Customer will not acquire any right, title or interest in: (i) the Respon.ai Solution (or any part thereof) and any other materials or content provided by Respon.ai under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing, in each case, subject to the license rights expressly granted. All right, title and interest in the Respon.ai Property will remain with Respon.ai (or Respon.ai's third party suppliers, as applicable). For greater certainty, the Respon.ai Property is licensed and not “sold” to the Customer.

7. Respon.ai's Right to Use Customer Data

Customer acknowledges and agrees that Respon.ai may collect, process, store, use, reproduce, modify, and transfer to its subcontractors, Customer Data (including but not limited to Personal Data) solely in connection with delivering the Services under this Agreement. The Customer further acknowledges and agrees that Respon.ai may collect, process, store, use, reproduce, modify, and transfer data that is not related to an identified or identifiable natural person (including aggregated or de-identified data) for Respon.ai's internal business purposes, including but not limited to purposes such as analytics, quality assurance, product and service improvement, and new product and service development.

8. Privacy

The Customer understands that Personal Data, including Personal Data of Users, Customer's Clients and Chat Participants, will be treated in accordance with Respon.ai's privacy policy which may be updated from time to time (with or without notice) and located at https://respon.ai/privacy (the “Privacy Policy”). The Privacy Policy is hereby incorporated by reference and forms part of this Agreement.

9. Account and Use Restrictions

Accounts. The Customer will ensure that its Users shall only use the Respon.ai Platform through the Customer's Respon.ai Account and the Users' respective accounts created under the Customer's Respon.ai Account (the "User Accounts"). The Customer will not share the Respon.ai Account with any other person and will not allow the Users to share the Respon.ai Account and the User Accoints with any other person. The Customer will promptly notify Respon.ai of any actual or suspected unauthorized use of the Respon.ai Platform. Respon.ai reserves the right to suspend, deactivate, or replace any Customer's Respon.ai Account or Administrator Accounts if it determines that the Customer Account or the User Account, may have been used for an unauthorized purpose.
Acceptable Use. Respon.ai Platform and the Services may only be used within the scope of what they are provided for, under the terms of this Agreement and applicable law. The Customer is solely responsible for making sure that its use of Respon.ai Platform and/or the Services violates no applicable law, regulations or third-party rights. Therefore, Respon.ai reserves the right to take any appropriate measure to protect its legitimate interests including by denying the Customer's access to Respon.ai Platform or the Services, terminating contracts, reporting any misconduct performed through Respon.ai Platform or the Services to the competent authorities, such as judicial or administrative authorities - whenever the Customer engages or is suspected to engage in any of the following activities:
1. violate laws, regulations and/or the terms of this Agreement;
2. infringe any third-party rights;
3. considerably impair the Respon.ai's legitimate interests; and/or
4. offend Respon.ai or any third party.
Use Restrictions. Customer acknowledges and agrees that it is responsible for (i) the activities and communications of all Users and Chat Participants on the Respon.ai Platform; and (ii) the compliance by all Users, the Customer's Clients and Chat Participants with this Agreement, and any guidelines and policies published by Respon.ai from time to time. Without limiting the generality of any of the foregoing, the Customer will not, and will not permit any other person (including any Users, the Customer's Clients or Chat Participants) to:
1. use the Respon.ai Platform to send, upload, collect, transmit, store, use, disclose or process, or ask Respon.ai to obtain from third parties or perform any of the above with respect to, any Customer Data:
  - that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
  - that Customer or the applicable User, Customer's Client or Chat Participant does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display;
  - that is false, intentionally misleading, or impersonates any other person;
  - that is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;
  - that is harmful to minors in any way or targeted at persons under the age of 16;
  - that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
  - that encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;
2. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Respon.ai Platform (e.g., a denial of service attack); attempt to gain unauthorised access to the Respon.ai Platform;
  - use any data mining, robots, or similar data gathering or extraction methods
  - copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Respon.ai Solution or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this Agreement;
  - use the Respon.ai Solution to conduct any fraudulent activities and/or transactions;
  - use the Respon.ai Solution to conduct any fraudulent activities and/or transactions;
  - use the Respon.ai Solution for the purpose of building a similar or competitive product or service; or
  - use the Respon.ai Solution other than as permitted by this Agreement.
Geographical Restrictions.
1. The Customer consents and agrees to Respon.ai's collection, processing and analysis of (i) the Customer's location; (ii) communication patterns; (iii) the locations of the Customer's Clients; and (iv) all other geographical-related information deemed relevant in Respon.ai's sole opinion (collectively referred to as the “Geographical-related Factors”). Respon.ai reserves the rights to determine and immediately change the pricing applicable to the Customer based on Respon.ai's assessment on the Geographical-related Factors.
2. The Services and certain contents thereof may only be available in certain countries or regions. The Customer agrees not to misrepresent itself as a resident or entity of a particular country or region and submit any false, inaccurate or misleading information to Respon.ai. The Customer also agrees not to attempt to circumvent any restrictions on accessing or using the Services or the contents thereof.
Suspension and Deletion of Respon.ai Account. Respon.ai reserves the right, at its sole discretion, to suspend or delete at any time and without notice, the Customer's Respon.ai Account and/or limit the Customer's access to certain feature(s) of the Respon.ai Platform if Respon.ai considers that the Customer's use of the Services is inappropriate, offensive or in violation of the terms of this Agreement (including but not limited to suspected or actual unauthorized use of the Services and/or fraudulent activities on the Respon.ai Platform). The suspension or deletion of the Customer's Respon.ai Account and/or limitation on the Customer's access to certain feature(s) of the Respon.ai Platform shall not entitle the Customer to any claims for compensation, damages or reimbursement. The suspension or deletion of the Respon.ai Account and/or limitation on the Customer's access to certain feature(s) of the Respon.ai Platform due to causes attributable to the Customer does not exempt the Customer from paying any applicable Fees to Respon.ai.

10. The Customer's Use of Artificial Intelligence (AI) Services and Features on Respon.ai Platform

This section 10 applies when the Customer uses Respon.ai Platform's AI services and features (the “AI Features”).

Generated Content. The Customer may use the AI Features to submit inputs and receive generated outputs. When the Customer uses the AI Features, the inputs and outputs are the Customer's Data. The Customer is responsible for the Customer's Data and will not use the AI Features in a way that infringes, violates, or misappropriates any of our rights or the rights of any third party. The Customer acknowledges that due to the nature of machine learning and the technology powering AI, outputs may not be unique and Respon.ai Platform may generate the same or similar output for third parties.
Usage Limits. Depending on the Customer's subscription plan, the Customer may not have access to the AI Features or may have a limit on its use of the AI Features. The Customer acknowledges and agrees that if the Customer exceeds the usage limit allotted by its subscription plan: (i) the Customer may be required to purchase additional usage to continue accessing and using the AI Features and (ii) Respon.ai may suspend or degrade performance of the AI Features.
Usage Restrictions. The Customer may not use the AI Features:
1. to develop, create or support any software as a service product (including the foundation or models of which) that compete with Respon.ai;
2. to mislead any third party that any output from the AI Features was solely human generated;
3. in a manner that violates these terms, Respon.ai's documentation, usage guidelines, or Respon.ai's Acceptable Use Policy.
Consent to Data Sharing. The Customer acknowledges and agrees that in order to use the AI Features, Respon.ai will need to disclose specific data, including but not limited to the Customer's Data and usage data, toh a third-party AI service provider whose services are integrated with the Respon.ai Platform.
The Customer's Acknowledgment. When the Customer uses the AI Features, the Customer understands and agrees that:
1. the output of the AI Features may not always be accurate and Respon.ai shall not be liable for such output of the AI Features in any event. The Customer should not rely on the output of the AI Features as a sole source of truth or factual information, or as a substitute for professional advice;
2. the Customer must evaluate the output of the AI Features for accuracy and appropriateness for the Customer's use case, including using human review as appropriate, before using or sharing such output of the AI Features;
3. the Customer must not use any output of the AI Features relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them;
4. The AI Features may provide incomplete, incorrect, or offensive output that does not represent Respon.ai's views or positions. If output references any third party products or services, it does not mean such third party endorses or is affiliated with Respon.ai.

11. Fees and Payment

Fees. The Customer will pay to Respon.ai the applicable fees described on the Respon.ai Website or the relevant service agreement (the “Fees”) during the Term in accordance with the payment terms set out herein.
Third-Party Messaging Platform Fees. For greater clarity, Respon.ai's Fees do not include any charges that may be assessed by Third Party Messaging Platforms for access to or use of a channel. Such charges shall be the responsibility of the Customer, whether paid directly to the Third Party Messaging Platforms or whether such access is resold through Respon.ai, in which the Customer shall have the right to accept such charges or decline them and not use the associated channel. The fees set by the Third-Party Messaging Platforms are determined solely by the Third-Party Messaging Platforms and are subject to change at their discretion. Respon.ai has no control over the fee change(s) determined by the Third-Party Messaging Platforms and cannot be held responsible for any fee adjustments made by the Third-Party Messaging Platforms In the event a Third Party Messaging Platform imposes special requirements on Respon.ai beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Respon.ai shall have the right to charge the Customer for this additional service and the Customer shall have the right to accept such charges or decline them and not use the associated channel.
Payment Terms:
1. The Customer sall pay the applicable Fees, in advance, by credit card or bank transfer, on the Effective Date and on every monthly or yearly anniversary thereafter or as specified on the relevant service agreement. The Customer acknowledges and agrees that access to the Services shall only be granted upon receipt of full payment for the subscribed Services. Failure to make timely payments may result in suspension or termination of access to the Services until all outstanding payments are settled.
2. The Customer agrees that it shall be solely responsible for all currency exchange charges and payment gateway transaction fees in relation to the payments and/or topping up for WhatsApp credits. If the fee payable by the Customer under an invoice issued by Respon.ai is less than US$5,000 and if the Customer chooses to settle such fee by bank transfer, Respon.ai shall charge the Customer an additional fee which is equivalent to 3% of the fee as stated on the invoice.
3. By making any payment to Respon.ai (regardless of whether through any third parties or not), the Customer represents and warrants to, and covenants, with Respon.ai that (1) all information and details provided in relation to such payment(s) are accurate and truthful; (2) the Customer is the legal owner of the relevant payment card and has the legal right to use such payment card.
4. Payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Customer.
  - Disputed Invoices or Charges. If the Customer in good faith disputes any portion of a Respon.ai invoice or charge, the Customer may provide a dispute notice to Respon.ai with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion. Respon.ai has the sole discretion to decide whether the dispute notice submitted by the Customer is valid. Disruption of the Services, rejection of account opening and/or account verification application(s) by the Third-Party Messaging Platforms shall not be a valid ground for disputing Respon.ai's invoice and/or charge If the Customer does not report or does not provide such substantiating documentation within the said period, the Customer shall be deemed to have waived its right to dispute any and all portions of that invoice. For greater certainty, the Customer shall pay all undisputed amounts of that invoice in accordance with section 11 above. If Respon.ai decides that the dispute notice submitted by the Customer is invalid, the Customer shall pay all unpaid amounts of the relevant invoice immediately after it has been notified of Respon.ai's determination.
  - Late Payment. Except for bona fide disputed amounts pending Respon.ai's determination, any failure to make a payment of any Fees or taxes in strict conformity with the requirements of this section 11 entitle Respon.ai to suspend, in whole or in part, the Customer's access to the Services, until such payment is received in full. Additionally, Respon.ai shall assess and the Customer shall pay a charge, compounded monthly, of the lesser of (a) 3% per month (42.58% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed pursuant to section above and determined by Respon.ai as valid). Furthermore, upon any such failure, all outstanding amounts shall become immediately due and payable.
  - Certain Taxes. The Fees set out in this Agreement do not include applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, including but not limited to value-added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes, and the Customer will pay, indemnify and hold harmless Respon.ai from same, other than taxes based on the net income or profits of Respon.ai.

12. Confidential Information

Exceptions to Confidentiality Obligations
1. Confidential Information does not include (i) information already known to the Recipient prior to receipt thereof or independently developed by Recipient outside the scope of this relationship by personnel not having access to any of the Discloser's Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations.; or (iv) information which is explicitly agreed by the Discloser in writing as non-confidential Notwithstanding the foregoing, the terms and conditions of this Agreement and all Respon.ai Property (including any part thereof), whether marked as “confidential” or not, will be Respon.ai's Confidential Information and not the Customer's Confidential Information.
2. The Recipient may disclose the Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services; or (iii) in the case of Respon.ai, to potential assignees, acquirers or successors of Respon.ai if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Respon.ai.
Confidentiality Covenant. The Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates on a “need to know” basis and who have entered into written confidentiality agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove any proprietary legend from any Confidential Information of the Discloser. The ecipient will be deemed to have discharged its confidentiality obligations under this Section 12 (Confidential Information) if the Recipient uses the same degree of care in safeguarding the Confidential Information of the Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.

13. Warranty; Disclaimer; Indemnity

Customer Warranty. The Customer represents and warrants to, and covenants with, Respon.ai that (1) the Customer Data will only contain Personal Data in respect of which the Customer has provided all notices and disclosures (including to each Data Subject), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Respon.ai to provide the Services, including with those respect to the collection, storage, access, use, disclosure and transmission of Personal Data, by or to Respon.ai and to or from all applicable third parties (including third-party providers of any Third Party Messaging Platforms); (2) by connecting the WhatsApp or other Third Party Messaging Platforms via the Respon.ai Platform, the Customer will be in compliance with the WhatsApp Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms/) the terms and conditions and privacy policies of such Third Party Messaging Platforms (as the case may be)at all times when accessing and using the WhatsApp and/or such Third Party Messaging Platforms via the Respon.ai Platform; and (3) all information provided by the Customer to Respon.ai is truthful and accurate.
General Disclaimer. Except as specifically provided in this Agreement, the Respon.ai Solution (or any part thereof), and any other products and Services provided by Respon.ai to the Customers are provided on an “as is” and “as available” basis. To the extent permitted by applicable law, Respon.ai hereby disclaims all express, implied, collateral or statutory warranties, representations and conditions, whether written or oral, including any implied warranties of merchantability, merchantable quality, compatibility, title, non infringement, security, reliability, completeness, quiet enjoyment, accuracy, quality, integration or fitness for a particular purpose or use, or any warranties or conditions arising out of course of dealing or usage of trade. Respon.ai does not warrant that the Respon.ai Solution (or any part thereof) will operate without interruption or be error free, or that all errors can or will be corrected. Without limiting the generality of any of the foregoing, Respon.ai expressly disclaims any representation, condition or warranty that any data or information provided to the Customer in connection with the Customer's use of the Respon.ai Solution (or any part thereof) is accurate, or can or should be relied upon by the Customer for any purpose whatsoever.
Third Party Messaging Platforms, Customer Application, Pre-Integrated Third-Party Business Applications and Custom-Integrated Business Applications disclaimer. The Customer acknowledges that Respon.ai's performance of its obligations under this Agreement is dependent on: (i) The Customer having taken all steps necessary to enable the available interoperability between the Respon.ai Platform and all applicable Third Party Messaging Platforms, Customer Application, pre-Integrated Third Party Business Applications, and Custom Integrated Business Applications (through the use of the Respon.ai API); and (ii) access to services, software or systems of third parties (including third party service providers of all applicable Third Party Messaging Platforms, Pre-Integrated Third Party Business Applications, and Custom-Integrated Business Applications) and data stored or maintained thereon (collectively, the “External Dependencies”). Respon.ai is not responsible for any External Dependencies, disruption of the Services, rejection of account opening and/or account verification application(s) by the Third-Party Messaging Platforms, and Respon.ai will have no liability in respect of any interference with the Customer's use or any User's use of or access to the Respon.ai Solution or security or privacy breaches arising from or attributable to any External Dependencies, disruption of the Services, rejection of account opening and/or account verification application(s) by the Third-Party Messaging Platforms, and the Customer hereby waives any and all claims against Respon.ai in connection therewith.
Reseller liability limitation. The Customer understands and agrees that Respon.ai shall not be held liable for any actions, omissions, representations, warranties, or guarantees made by the Reseller and/ or representatives appointed by the Reseller.
Indemnity. Customer will defend, indemnify and hold harmless Respon.ai, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Users, Customer's Client, and Chat Participants) liability (including damages, recoveries, deficiencies, interest, penalties and reasonable legal fees), directly or indirectly arising from or in connection with, or relating to: (i) Customer Data; (ii) Customer's breach of any of Customer's obligations, representations or warranties under this Agreement; (iii) use of the Respon.ai Solution (or any part thereof) by the Customer, any User, any Customer's Client or any Chat Participant in combination with any Customer Applications or any third party software, application or service; (iv) misrepresentation, criminal behaviour or gross negligence on the part of Customer, any User, any Customer's Client, or any Chat Participant; or (v) any actual or alleged infringement, violation or misappropriation of the rights of any person (including intellectual property or privacy rights) as a result of Customer's, any User's, any Customer's Client or any Chat Participant's use of the Respon.ai Solution (or any part thereof) contrary to the terms of this Agreement. The Customer will fully cooperate with Respon.ai in defence of any claim defended by the Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Respon.ai.

14. Limitation of Liabilities

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

Amount. In no event will the total aggregate liability of Respon.ai in connection with or under this Agreement exceed the fees paid by the Customer in the prior 12 -month period immediately preceding the event giving rise to the claim or US$500, whichever is the lesser. For greater certainty, the existence of one or more claims under this Agreement will not increase this maximum liability amount of Respon.ai.
Type. To the maximum extent permitted under applicable law, in no event will Respon.ai be liable to the Customer, any User or any person for any: (i) special, exemplary, punitive, indirect, incidental or consequential damages, (ii) lost savings, profit, data, use, or goodwill; (iii) business interruption; (iv) any costs for the procurement of substitute products or services; (v) personal injury or death; (vi) personal or property damage arising out of or in any way connected to this agreement, regardless of cause of action or the theory of liability, whether in contract, tort (including negligence, gross negligence, fundamental breach, breach of a fundamental term) or otherwise and even if notified in advance of the possibilities of such damages; or (vii) fraudulent transaction(s) made through Respon.ai Solution (including the website).

15. Term and Termination

Term. This Agreement will commence on the Effective Date and continue to be in effect until the Customer's subscription has been terminated in accordance with the terms of this Agreement (the “Term”).
Refunds and Termination Charges. No WhatsApp credits can be encashed, returned and/or refunded in any event. No refunds or credits for Fees will be provided if there is alternation to Respon.ai's service provision due to change of policies or permissions by Messaging Channels. No refunds or credits for Fees will be provided if the Customer elects to terminate this Agreement prior to the end of the Term. If the Customer terminates this Agreement prior to the end of the Term, or Respon.ai effects such termination pursuant to Section 15, in addition to other amounts the Customer may owe Respon.ai, the Customer must immediately pay any then unpaid Fees associated with the remainder of the Term.

16. Survival

The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 6 (Reservation of Rights), Section 7 (Respon.ai's Right to Use Customer Data), Section 11 (Fees and Payment), Section 12 (Confidential Information), Section 13 (Warranty; Disclaimer; Indemnity), Section 14 (Limitation of Liabilities), Section 16 (Survival) and Section 17 (General Provisions).

17. General Provisions

Notices. Notices sent to either Party will be effective, 1) one day after being sent by courier; 2) two days after being sent by mail with postage prepaid and 3) immediately after being received when delivered in person or by email .Notices must be in writing and sent: (i) if to Respon.ai, to the address set out in the service agreement or the corresponding address of the relevant Respon.ai entity as set out on the Respon.ai Website; and (ii) if to the Customer, to the current postal or email address that Respon.ai has on file with respect to the Customer. Respon.ai may change its contact information by posting thte new contact information on the Respon.ai Website or by giving notice thereof to the Customer. The Customer is solely responsible for keeping its contact information on file with Respon.ai through the Respon.ai Platform current at all times during the Term.
Assignment. The Customer will not assign this Agreement and/or its subscription to the Services to any third party without Respon.ai's prior written consent, which consent will not be unreasonably withheld. Respon.ai may assign this Agreement or any rights under this Agreement to any third party without the Customer's consent in connection with any merger or change of control of Respon.ai or the sale of all or substantially all of Respon.ai's assets provided that any such successor agrees to fulfil its obligations pursuant to this Agreement. Any assignment in violation of this Section will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
Governing and Jurisdiction. Unless otherwise provided in the relevant service agreement, This Agreement and any action related thereto will be governed by and construed in accordance with the laws of China. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of China and waive any objection to proceedings in such courts on the grounds of venue or inconvenient forum.
Construction. Except as otherwise provided in this Agreement, the Parties rights and remedies under this Agreement are cumulative. The term “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Respon.ai in this Agreement means the right of Respon.ai to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the Customer.
Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond Respon.ai's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Respon.ai employees), Internet service provider failures or delays, or the unavailability or Modification by third parties of third party websites.
Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect.
Waiver. Any waiver of any provision of this Agreement must be in writing and signed by the Party waiving its rights. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver in one instance will not preclude enforcement of such provision on other occasions.
Independent Contractors. The Customer's relationship to Respon.ai is that of an independent contractor, and neither Party is an agent or partner of the other. The Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Respon.ai.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other communications, whether written or oral.
Amendments. Respon.ai reserves the right to unilaterally update and change the terms of this Agreement (each, an “amendment”) from time to time, with or without notice. Should the Customer continue to use the Services after any such amendments have been made, this shall constitute the Customer's agreement to such amendments. If the Customer does not accept and does not agree to the amendments to this Agreement, the Customer must immediately cease any further use of the Respon.ai Solution, including use of any part thereof.
English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.