Introduction

These Terms of Service (the "Agreement") form a binding contract between Digibranders Private Limited, trading as OyeChats ("OyeChats," "we," "us," or "our"), and the entity or person agreeing to them ("Customer," "you," or "your"). OyeChats is a brand of Digibranders Private Limited (CIN U72900MH2021PTC372344), a company incorporated in India with its registered office at Office No. 2617, 26th Floor, Solus Building, Hiranandani Estate, Ghodbunder Road, Thane West, Maharashtra 400607, India.

The Agreement governs your access to and use of the OyeChats platform, including our website at oyechats.com, the customer dashboard at app.oyechats.com, our REST and WebSocket APIs, the OyeChats mobile application for operators, and the embeddable chat widget our customers deploy on their own websites (collectively, the "Services"). By signing up for an account, clicking "I agree," or otherwise using the Services, you confirm that you have read, understood, and agree to be bound by this Agreement. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization to this Agreement.

Definitions

"Account" means the account you create to access and administer the Services.
"Bot" means a chatbot instance you configure on the platform, identified by a unique bot key.
"Customer Data" means all data, content, and information that you, your Authorized Users, or your Visitors submit to or generate through the Services.
"Authorized User" means an employee, contractor, or operator you authorize to access the Services on your behalf.
"Visitor" means an end user who interacts with a Bot on a website where you have deployed the widget.
"Documentation" means the product and developer documentation OyeChats publishes for the Services at oyechats.com and in the customer dashboard, as updated from time to time. Marketing material, blog posts, roadmap statements, and support correspondence are not Documentation.
"Output" means text, summaries, qualification signals, and other content generated by the Services using a large language model.
"Order" means the online sign-up, in-product upgrade flow, or written order form by which you subscribe to a plan.
"Subscription Term" means the period for which a plan is in effect under an Order.
"Third Party Apps" means software, integrations, or services provided by a party other than OyeChats that interoperate with the Services.

OyeChats Services and Acceptable Use

Subject to your compliance with this Agreement and timely payment of fees, OyeChats grants you a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the Services for your internal business purposes.

You will not, and will not permit any Authorized User or third party to:

Use the Services to send spam, malware, or content that is unlawful, infringing, harassing, or otherwise objectionable.
Reverse-engineer, decompile, or attempt to extract the source code of the Services, except to the extent applicable law expressly permits.
Resell, sublicense, or make the Services available to any third party other than your Authorized Users and the Visitors interacting with your Bots.
Access the Services to build a competing product or to benchmark performance for publication without our prior written consent.
Exceed documented rate limits, evade plan limits, or use the Services in a way that imposes a disproportionate load on our infrastructure.
Misrepresent the Bot's identity to Visitors. Bots must be reasonably identifiable as automated, in accordance with applicable law, and you will not configure or modify a Bot so as to conceal or suppress that disclosure.
Attempt to extract another customer's system prompt, knowledge base, or conversation data, whether through prompt injection or any other means.
Deploy a Bot to an audience you know or ought reasonably to know consists of children, unless you have obtained the parental consent your applicable law requires.

The full and current list of prohibited uses is set out in our Acceptable Use Policy, which forms part of this Agreement. Because misuse patterns for AI systems change faster than contracts do, we may update that policy without amending this Agreement; we will not use it to reduce the rights this Agreement grants you.

Customer Data and Customer Obligations

As between the parties, you retain all right, title, and interest in and to Customer Data. You grant OyeChats a worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, and support the Services. We will not use Customer Data, including conversation content, to train general-purpose foundation models.

Where you process personal data of Visitors through the Services, you act as the controller and OyeChats acts as a processor on your behalf. The Data Processing Addendum available at oyechats.com/legal/dpa is incorporated by reference and governs that processing.

You are responsible for giving your Visitors the privacy notices their law requires, for obtaining any consent required before the widget collects their data, and for the accuracy and lawfulness of the knowledge base content you upload or ask us to crawl. You confirm you have the right to use any content you supply to us for that purpose.

AI Outputs

The Services generate Output using large language models. Output is probabilistic: it can be incomplete, out of date, or factually wrong, including where the underlying knowledge base is accurate. OyeChats does not warrant the accuracy, completeness, or fitness for any purpose of any Output, and Output is expressly excluded from the limited warranty below.

You are responsible for reviewing Output and for any reliance you or your Visitors place on it. Where Output could have legal, financial, medical, safety, or similarly significant consequences, you will not present it to Visitors without human review. The Services do not provide legal, medical, financial, tax, or other professional advice, and you will not configure a Bot to hold itself out as doing so.

Where the EU AI Act applies to a deployment, OyeChats is the provider of the AI system and you are its deployer, and each party is responsible for the obligations the Act places on its role. The Services disclose to Visitors that they are interacting with an automated system; you are responsible for the transparency, record-keeping, and human-oversight duties that fall on a deployer, and for not disabling any disclosure the Services provide.

As between you and OyeChats, you own the Output generated from your Customer Data. Output is not unique to you: the same or similar Output may be generated for other customers, and we make no claim of exclusivity in it.

Security

We will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. These include encryption in transit (TLS 1.3), encryption at rest for primary databases and object storage, logical isolation of each customer's data, role-based access controls on production systems, audit logging, and a documented incident response process. Further detail, and the process for reporting a vulnerability, is set out in our Security and Responsible Disclosure Policy.

Third-Party Platforms and Third Party Apps

The Services rely on, and can be configured to integrate with, Third Party Apps. Those we engage to operate the Services include large language model and embedding providers (OpenAI, Google), web crawling and content extraction (Spider.cloud, Jina AI), IP and email intelligence (ipapi.is, Reoon), infrastructure and storage (DigitalOcean, Cloudflare, Vercel), transactional email (Brevo), push notification delivery (Expo), payment processing (Razorpay), observability (Sentry, Langfuse), and any integrations you elect to connect. The current itemized list is maintained on our Subprocessors List page.

Third Party Apps are governed by their own terms and privacy policies. Enabling an integration authorizes OyeChats to transmit Customer Data to that Third Party App to the extent necessary to operate it.

Ownership

OyeChats and its licensors retain all right, title, and interest in and to the Services, the Documentation, the widget code we publish, and all underlying software, models, designs, trademarks, and know-how. This Agreement grants you only a limited right to use the Services as expressly set out herein.

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction.

Free Plan, Trials and Promotional Credits

Free plan. We offer a free plan with reduced limits. It is provided as is, without any warranty or support commitment, and we may change or discontinue it on notice.

Trials. Where a plan is offered with a free trial, the trial runs for the period stated at sign-up and gives you the paid plan's features. Unless you cancel before the trial ends, the trial converts automatically to a paid subscription and the plan fee is charged to your designated payment method. You can cancel at any point during the trial from your dashboard at no charge.

Pre-debit notice. Where a recurring charge is set up on an Indian card or e-mandate, we send you a notification in advance of each debit, as the applicable Reserve Bank of India requirements provide. Receiving that notice does not extend the cancellation deadline; cancel before the debit date if you do not want the charge.

Trial data. Conversation and knowledge base data created during a trial that does not convert to a paid plan is deleted 15 days after the trial ends.

Promotional credits. Credits granted as part of a promotion are not purchased credits. They carry the expiry and eligibility conditions stated when they are granted, are not refundable or transferable, and may be withdrawn if the promotion's conditions are not met.

Subscription Term, Fees and Payment

Plans and renewal. Your Subscription Term begins on the start date in your Order and continues for the period specified (monthly or annually). The subscription renews automatically for successive periods of equal length at the then-current list price until you cancel. You may cancel at any time from your dashboard, effective at the end of the then-current period, as described in our Cancellation Policy.

Fees and taxes. Fees are charged in advance and are non-refundable except where expressly stated in our Refund Policy or required by law. Prices listed for Indian customers are inclusive of applicable Goods and Services Tax, which is shown as a separate line on your tax invoice; we do not add GST on top of the listed price. Prices listed in other currencies are exclusive of any withholding, sales, use, VAT, or similar taxes your jurisdiction imposes, which are your responsibility.

Payment. We process card, UPI, net-banking, and international payments through Razorpay. You authorize us to charge your designated payment method on a recurring basis until you cancel.

Usage and overages. Your plan includes monthly limits. If you exceed a limit, the Services may degrade gracefully, and we will notify you to upgrade. We do not silently charge overages without your consent.

Non-payment. If a charge fails, we will retry it and notify you. We may suspend access to the Services after a failed payment remains uncured following the notices described in our dunning process, and may terminate for non-payment under the termination provisions below.

Price changes. We may adjust list prices for future Subscription Terms by giving you at least 30 days' notice before your renewal.

Term and Termination

This Agreement begins when you create an Account and continues until all Subscription Terms expire or the Agreement is terminated as described below.

Termination for convenience. You may cancel your subscription at any time from your dashboard. Cancellation stops automatic renewal; the Services remain available until the end of the paid period, and we do not refund partial periods.

Termination for cause. Either party may terminate this Agreement for material breach by the other party if the breach is not cured within 14 days after written notice describing it.

Suspension. We may suspend your access, or a specific Bot, without prior notice where necessary to prevent material harm to the Services, to other customers, or to a third party, or where required by law. We will restore access promptly once the cause is resolved, and will tell you why we suspended it.

Effect of termination. On termination, your right to access the Services ceases. On request within 30 days of termination we will provide you with an export of your Customer Data; export is currently handled by our team on request rather than through a self-service control in the dashboard. After that window, we will delete or anonymize Customer Data in line with the retention schedule in the Privacy Policy and the Data Processing Addendum.

Survival. The Definitions, Ownership, AI Outputs, Limitation of Liability, Indemnification, and General Terms sections, and any accrued payment obligation, survive termination.

Limited Warranty

OyeChats warrants that the Services will perform materially in accordance with the Documentation during the Subscription Term. As your sole and exclusive remedy for breach of this warranty, we will use commercially reasonable efforts to correct the non-conformity.

This warranty does not apply to the free plan, to trials, to features identified as beta, preview, or early access, or to Output. Beta features are provided as is, may be changed or withdrawn at any time, and are excluded from every warranty and service commitment in this Agreement.

EXCEPT FOR THE EXPRESS WARRANTY IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, OYECHATS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA.

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES YOU PAID OR WERE OBLIGATED TO PAY FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in this Agreement excludes or limits either party's liability where applicable law does not permit it to be excluded or limited.

Indemnification

By OyeChats. We will defend you against any third-party claim alleging that the Services, when used as authorized under this Agreement, infringe a third party's intellectual property right, and will pay damages and reasonable costs finally awarded against you or agreed in settlement. This obligation does not apply to a claim arising from Output, from Customer Data, or from your combination of the Services with anything we did not supply.

By Customer. You will defend OyeChats against any third-party claim arising out of Customer Data, your use of the Services in breach of this Agreement or the Acceptable Use Policy, your reliance on or presentation of Output, or your failure to provide required notices to or obtain required consent from Visitors.

General Terms

Entire agreement. This Agreement, together with the Privacy Policy, the Acceptable Use Policy, the Data Processing Addendum, the Refund Policy, the Cancellation Policy, and any Order, is the entire agreement between the parties and supersedes any prior proposal or representation.

Amendments. We may update this Agreement from time to time. For material changes, we will provide at least 30 days' notice.

Governing law and venue. This Agreement is governed by the laws of India. The courts located in Thane, Maharashtra, India will have exclusive jurisdiction over any dispute.

Assignment. You may not assign this Agreement without our prior written consent, except to a successor in a merger or sale of substantially all of your assets who is not our competitor. We may assign it to an affiliate or to a successor in a corporate transaction.

Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent needed to make it enforceable and the rest of the Agreement will remain in effect. A failure to enforce a provision is not a waiver of it.

Independent parties. The parties are independent contractors. This Agreement creates no partnership, agency, joint venture, or employment relationship.

Publicity. Neither party will use the other's name or logo in a public statement or customer list without prior written consent, except that you may state that you use the Services and we may identify you as a customer where you have given us written permission.

Export control and sanctions. Each party will comply with applicable export control and economic sanctions laws. You confirm you are not located in, organized under the laws of, or ordinarily resident in a territory subject to comprehensive sanctions, and that you are not a restricted or denied party.

Force majeure. Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control.

Notices. Notices to OyeChats must be sent to support@oyechats.com, with a copy to Digibranders Private Limited, Office No. 2617, 26th Floor, Solus Building, Hiranandani Estate, Ghodbunder Road, Thane West, Maharashtra 400607, India. Notices to you are sent to the email address of your account administrator.

Questions

Questions about these Terms? Contact support@oyechats.com.