Terms of Service

Introduction

These Terms of Service (the "Agreement") form a binding contract between OyeChats ("OyeChats," "we," "us," or "our") and the entity or person agreeing to them ("Customer," "you," or "your"). 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, and the embeddable chat widget (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.
• "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

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.

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.

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, role-based access controls on production systems, audit logging, and a documented incident response process.

Third-Party Platforms and Third Party Apps

The Services rely on, and can be configured to integrate with, Third Party Apps, including large language model providers (OpenAI, Google), payment processors (Stripe, Razorpay), email delivery (Brevo), object storage (Cloudflare R2), and any integrations you elect to connect.

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.

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). Unless either party gives notice of non-renewal at least 7 days before the end of the then-current term, the subscription renews automatically for successive periods of equal length at the then-current list price.

Fees and taxes. Fees are charged in advance and are non-refundable except where expressly stated or required by law. All fees are exclusive of taxes.

Payment. We process card and bank payments through Stripe (international) and Razorpay (India). 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.

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.

Effect of termination. On termination, your right to access the Services ceases. You may export Customer Data through the dashboard for up to 30 days after termination, after which we will delete or anonymize it in line with the retention schedule in the Privacy Policy.

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.

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.

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.

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 your failure to provide required notices to Visitors.

General Terms

Entire agreement. This Agreement, together with the Privacy Policy, DPA, and any Order, is the entire agreement between the parties.

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 Bengaluru, Karnataka, India will have exclusive jurisdiction over any dispute.

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.

Questions

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