Terms and Condition for AI Agent

This document is an electronic record in terms of Information Technology Act, 2000, amendments thereof from time to time and the rules thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. By accessing or using the Software or clicking the "I Agree", you agree to be bound by these T&C.

Please read the terms and conditions carefully before registering, accessing or using the Exei's Services. The terms and conditions are legal contract ("Agreement") between You and the Exei having its registered office at Office Number 15, 6th, Tower-A, STELLAR IT PARK, C-25, C Block, Phase 2, Industrial Area, Sector 62, Noida, Uttar Pradesh 201309. You agree and acknowledge that you have read the terms and conditions set forth below. If you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not use the Services and/or immediately terminate the Services and/or uninstall the mobile application.

We may update / amend the terms and conditions at any time by posting an updated version at Exei. The updated version of the Terms & Conditions shall take effect immediately upon posting. Notwithstanding that it is Your responsibility to review these Terms and Conditions periodically for updates / changes, we shall send a notice of the Changes via email or Software notification. Your continued use of Exei following the posting of changes will mean that You accept and agree to the revisions including additional Terms or removal of portions of these Terms, modifications etc. As long as You comply with these Terms and Conditions, we grant You a personal, non-exclusive, non-transferable, limited privilege to enter and avail the Services.

1. TERMS OF SERVICE FOR WEBSITE OWNERS

1.1 Rights and Responsibilities

Website Owners receive a non-exclusive, non-transferable license to integrate and use the Software on their websites as outlined in their subscription plan. Responsibilities include:

• Ensuring compliance with all applicable laws and these T&C.
• Keeping account credentials secure and notifying Exei of any breaches.
• Providing and updating accurate billing and contact details.

1.2 Content Ownership

Website Owners own all content they supply or create via the Software. Exei claims no ownership but is granted a limited, royalty-free license to use this content to deliver and improve the Software, as detailed in Section 15. Website Owners are liable for ensuring their content complies with laws and does not infringe third-party rights.

1.3 Liability Disclaimer

Exei is not responsible for losses, damages, or claims from Website Owners' use of the Software, including downtime, data loss, or third-party actions, unless required by law. The Software is provided "as-is," and liability is limited to the subscription fees paid in the prior 12 months.

1.4 Audit Rights

Exei may audit Website Owners' use of the Software to confirm compliance with these T&C, with 30 days' notice, during normal business hours. Website Owners must cooperate, and Exei covers audit costs unless non-compliance is found.

1.5 Tax Responsibilities

Website Owners are responsible for applicable taxes on subscription fees (eg., GST, VAT), unless specified otherwise on invoices. Tax documentation must be provided upon request to ensure proper billing.

2. TERMS OF USE FOR END USERS (CHATBOT INTERACTIONS)

2.1 Interaction Guidelines:

End Users interacting with chatbots powered by the Software must use it for lawful purposes only. Prohibited uses include:

• Engaging in illegal, abusive, or harmful activities.
• Attempting to hack, overload, or disrupt the Software.

2.2 Eligibility:

By accessing services of Exei, You represent that:-

• You are 18 years of age or older;
• You are capable of entering into a contract /legally binding agreement;
• You have the right, authority and capability to enter into this Agreement abiding by all the provisions of the "terms & conditions" of Exei Services.
• You are not barred or otherwise legally prohibited from accessing or using services of Exei under the applicable laws.
• You are not impersonating any person, or falsely stating your age or affiliation with any person or entity. Exei shall reserve the right to terminate your contract to use its Platform in case of any incorrect representation of the above-mentioned conditions.
• The mandatory information and details mentioned by you are true & correct and belong to You.

Users under 13 years of age, require parental consent, and Exei complies with applicable laws regarding children's data.

Exei does not knowingly solicit or collect personally identifiable information online from children under the age of 13 without prior verifiable parental consent. If Exei learns that a child under the age of 13 has submitted personally identifiable information online without parental consent, it will take all reasonable measures to delete such information from its databases and to not use such information for any purpose (except where necessary to protect the safety of the child or others as required or allowed by law). If you become aware of any personally identifiable information we have collected from children under 13, please call us at +91 81784 97981 or email us a sales@exei.ai.

Minors under 18 years of age may have the personal information that they provide to us deleted by sending an email to sales@exei.ai requesting deletion. Please note that, while we make reasonable efforts to comply with such requests, deletion of your personal information does not ensure complete and comprehensive removal of that data from all systems.

2.3 Data Handling:

End Users' personal data is handled as per the Exei Data Privacy Policy available at Exei. By interacting with the Software or clicking the "I Agree", End Users consent to such data processing. For GDPR compliance:

• Exei ensures lawful processing based on consent or legitimate interests.
• Users have rights to access, rectify, erase, restrict, or port their data (see Section 8).

2.4 Liability Disclaimer:

Exei is not liable for errors, omissions, or consequences arising from End Users' interactions with the Software, including reliance on chatbot responses, except where such limitation is void under applicable law.

3. AI ETHICS AND TRANSPARENCY POLICY

3.1 AI Usage

The Software leverages artificial intelligence (AI) to enable features such as natural language processing, automated responses, and chatbot interactions. This includes capabilities like understanding user queries, generating replies, and adapting to usage patterns to enhance functionality.

3.2 Potential Biases

Exei works diligently to reduce biases in AI outputs, which may arise from limitations in training data, algorithmic design, or external factors. Despite these efforts, unintended biases may occur, and Exei is not liable for such outcomes unless caused by gross negligence. We are committed to ongoing monitoring and refinement of AI systems to improve fairness and accuracy.

3.3 Transparency Measures

Exei ensures transparency by clearly indicating that chatbot responses are generated by AI and may not always be precise or complete. Users are advised to independently verify critical information (eg., legal, medical, or financial advice) obtained through the Software to avoid reliance on potentially inaccurate outputs.

3.4 Responsible AI Guidelines

Exei adheres to ethical AI principles, aiming to deliver non-discriminatory, fair, and accountable outputs. This includes conducting periodic audits of AI models to assess and mitigate bias, ensuring compliance with industry best practices, and maintaining documentation of AI development processes for accountability.

4. INTELLECTUAL PROPERTY (IP) & COPYRIGHT

4.1 Exei's IP

The Software, encompassing its source code, user interface, design elements, AI models, and associated documentation, is the exclusive intellectual property of Exei, protected under applicable copyright, trademark, and patent laws. Users are prohibited from copying, modifying, distributing, reverse-engineering, or attempting to extract the Software's underlying components, except where explicitly permitted by law.

4.2 Data Usage for AI Training

Exei may utilize anonymized and aggregated data collected through the Software (e.g., usage statistics, chatbot interactions) to train, refine, and enhance AI models. This process ensures that no identifiable Personal Data is used without explicit User consent, in line with the Data Privacy Policy. Exei retains the right to use such anonymized data indefinitely for product improvement.

4.3 Protection Against Infringement

Users must not employ the Software to violate third-party copyrights, trademarks, patents, or other intellectual property rights (e.g., by uploading infringing content or misusing AI outputs). Exei reserves the right to investigate suspected violations and may suspend or terminate accounts involved in such activities, with notice where feasible, as per Section 14 (Account Termination).

4.4 User Feedback Ownership

Any feedback, suggestions, or recommendations provided by Users about the Software (e.g., via support channels or surveys) may be freely used by Exei to improve or modify the Software. Users grant Exei a perpetual, irrevocable, worldwide, royalty-free license to incorporate and exploit such feedback without compensation or attribution, though Exei is not obligated to act on it.

5. CONSUMER PROTECTION LAWS

5.1 Chatbot Reliability

The Software is provided on an "as-is" and "as-available" basis. While Exei endeavors to maintain consistent and reliable service, we do not guarantee that the Software, including chatbot functionalities, will be uninterrupted, error-free, or available at all times. Factors such as maintenance, technical issues, or external disruptions may affect performance.

5.2 Warranty Disclaimer

Exei disclaims all warranties, whether express, implied, or statutory - including warranties of merchantability, fitness for a particular purpose, or non-infringement - except where such disclaimers are prohibited by applicable law. Users assume the risk of relying on the Software's outputs or availability.

5.3 Consumer Rights

Nothing in these T&C limits or excludes consumer rights guaranteed under applicable Indian laws, such as the right to seek remedies for defective services under the Consumer Protection Act, 2019, or equivalent protections in other jurisdictions. Users may exercise such rights as provided by law, independent of these terms.

6. ACCESSIBILITY & ANTI-DISCRIMINATION COMPLIANCE

6.1 Accessibility

Exei is committed to making the Software accessible to all Users, striving to comply with standards such as the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. This includes features like screen reader compatibility and adjustable interfaces where feasible. Users encountering accessibility barriers can report issues to sales@exei.ai and Exei will address them within a reasonable timeframe.

6.2 Anti-Discrimination

The Software is designed to comply with anti-discrimination laws, ensuring chatbot interactions and AI outputs do not unlawfully discriminate based on protected characteristics such as race, gender, religion, disability, or ethnicity. Exei monitors AI behavior to prevent bias and takes corrective action if violations are identified, in accordance with applicable legal standards.

7. SERVICE LEVEL AGREEMENTS (SLAs)

7.1 Uptime

Exei targets a minimum uptime of 99.5% for the Software, measured monthly, excluding periods of scheduled maintenance, emergency updates, or downtime due to force majeure events (Eg., natural disasters, internet outages beyond Exei's control). Scheduled maintenance will be announced at least 48 hours in advance via email or Software notifications, typically occurring outside peak usage hours. If uptime falls below 99.5% in a given month, Exei will address the issue per the support terms in Section 7.2, which may include service credits as outlined in the subscription plan.

7.2 Support Terms

Support is available to Users via email at __________ or phone at ____________ during 9:00 AM to 6:00 PM IST, Monday to Friday, excluding public holidays. Response times depend on the subscription plan:

• Standard Plans: Initial response within 48 business hours.
• Premium Plans: Initial response within 24 business hours.

Support requests must include sufficient detail (Eg., error messages, account ID) to enable resolution. Exei will prioritize critical issues (Eg., complete service outages) over non-urgent inquiries (Eg., feature questions), with resolution times varying based on complexity.

7.3 Liability Limitations

Exei's liability for service disruptions, including failure to meet uptime commitments or delays in support, is limited to the subscription fees paid by the Website Owner for the affected billing period. This cap does not apply where such limitation is prohibited by applicable law. In no event shall Exei's total aggregate liability under these T&C exceed the total fees paid by the Website Owner in the 12 months immediately preceding the claim, regardless of the cause or form of action.

8. DATA PROCESSING AND CONTROLLER RESPONSIBILITIES

8.1 Roles and Compliance:

Exei acts as the Data Controller when determining the purposes and means of processing personal data, such as for providing the Software, improving AI models, or conducting analytics, in compliance with GDPR, CCPA, and similar laws.

Exei acts as a Data Processor when processing personal data on behalf of Website Owners (eg. End User data collected via a Website Owner's chatbot), following the Website Owner's instructions as the Data Controller.

Where applicable, Exei will enter into Data Processing Agreements (DPAs) with Website Owners to formalize Processor obligations, available upon request at sales@exei.ai

8.2 Obligations as Data Controller:

When acting as a Data Controller, Exei ensures:

• Lawful processing based on consent, contract, or legitimate interests.
• Implementation of appropriate technical and organizational measures to ensure security.
• Transparency via the Data Privacy Policy at Exei.
• Compliance with User rights (eg., access, erasure, portability) as outlined in Section 8.4 below.

8.3 Obligations as Data Processor:

When acting as a Data Processor, Exei will:

• Process personal data only as per the Website Owner's documented instructions, ensuring security, confidentiality, and lawful handling as outlined in the Data Privacy Policy, unless required by law to act otherwise.
• Ensure that personnel handling personal data are bound by confidentiality obligations.
• Assist the Website Owner in fulfilling GDPR obligations, such as responding to data subject requests or conducting Data Protection Impact Assessments (DPIAs), where reasonable and agreed in the DPA.

8.4 GDPR Rights:

Under GDPR, Users have the right to:

• Access, rectify, or erase their personal data.
• Restrict or object to processing.
• Data portability.
• Withdraw consent at any time where processing is based on consent, without affecting the lawfulness of processing prior to withdrawal.

Requests can be made via email with responses provided within 7 days, extendable by 2 further months for complex requests.

8.5 Data Breach Notification:

In case of a personal data breach, Exei will:

• Notify affected Users and relevant authorities within ___ hours of becoming aware of the breach, where feasible.
• Provide details of the breach, its likely impact, and mitigation measures, where the breach is likely to result in a high risk to Users' rights and freedoms.

8.6 Cross-Border Data Transfers:

Exei ensures compliance with applicable data protection laws for cross-border data transfers, including implementing appropriate safeguards to protect personal data during transfers, such as encryption and contractual agreements, based on the jurisdictions involved.

8.7 Joint Controller Scenarios:

Where Exei and Website Owners jointly determine the purposes and means of processing (Eg., shared analytics), both parties will agree on respective responsibilities via a joint controller agreement, ensuring transparency to End Users regarding their rights and the essence of the arrangement.

8.8 Data Collection Practices:

Exei collects and processes the following categories of personal data from Users to provide, maintain, and improve the Software:

Website Owners:

• Account information (Eg. name, email address, billing details).
• Website data (Eg. domain name, chatbot configurations).
• Usage data (Eg. login frequency, feature usage, analytics).

End Users:

• Interaction data (Eg. chat logs, queries submitted via chatbots).
• Technical data (Eg. IP address, browser type, device information, usage data, location data).
• Personal data provided during interactions (Eg. name, email, payment information, contact number if submitted).

Purpose of Collection:

Data is collected for the following purposes:

• To provide access to the Software and its functionalities.
• To process payments and manage subscriptions.
• To communicate with Users regarding account updates, support, or service-related matters.
• To improve our services and enhance AI functionalities.
• To ensure security and prevent fraud or unauthorized access.
• To comply with legal obligations under applicable laws
• To share with contracted data processors as necessary to facilitate these purposes, under strict contractual agreements ensuring compliance with this T&C and applicable laws.
• For analytics or marketing purposes, only with explicit user consent where required by law.

Further Details:

For a comprehensive list of data collected, purposes of processing, retention periods, and sharing practices, please refer to our Data Privacy Policy at Exei.ai.

8.9 Use of Contracted Data Processors:

Exei may engage third-party service providers as contracted data processors to process personal data on its behalf. These processors are bound by contractual obligations to ensure security, confidentiality, and compliance with applicable data protection laws.

9. INDEMNIFICATION CLAUSES

This section outlines mutual obligations to protect against legal claims arising from Software use.

9.1 User Indemnity

Users agree to indemnify, defend, and hold harmless Exei, its affiliates, officers, and employees from any claims, losses, damages, liabilities, or expenses (including reasonable legal fees) arising from:

• Misuse of the Software (Eg., exceeding license scope, violating Section 12).
• Breach of these T&C, including failure to comply with applicable laws.
• Infringement of third-party rights (Eg., intellectual property, privacy) due to User actions or content.

9.2 Exei's Limitation

Exei shall not be liable for errors in chatbot outputs, User misuse of the Software, or third-party claims, except where such limitation is void under applicable law (e.g., mandatory liability under the Consumer Protection Act, 2019 in India). Liability, if any, is capped at the subscription fees paid by the User in the prior 12 months, unless otherwise required by law.

10. WEB CRAWLING LEGAL SAFEGUARDS

10.1 Compliance

Exei ensures compliance with applicable laws for web crawling, including intellectual property and privacy regulations. Exei respects robots.txt protocols, avoids excessive server load, and refrains from unfair or unauthorized data usage. Crawling is limited to purposes outlined in the subscription plan.

10.2 User Responsibility

Website Owners integrating the Software must ensure their websites allow crawling (Eg., via appropriate permissions in robots.txt or terms of use). They agree to indemnify Exei against claims of unlawful crawling, including legal costs, arising from their failure to secure such permissions or from crawled content violating third-party rights.

11. DISPUTE RESOLUTION & GOVERNING LAW

11.1 Governing Law

These T&C are governed by the laws of India, without regard to conflict of law principles. Any disputes will be subject to the exclusive jurisdiction of courts in [Insert City, e.g., Mumbai], India, unless otherwise required by applicable law.

11.2 Arbitration (Arbitration may not be preferred)

Disputes arising from these T&C may, at Exei's discretion, be resolved through binding arbitration under the Arbitration and Conciliation Act, 1996, conducted in India. A single arbitrator will be mutually appointed, and proceedings will be in English, with costs shared equally unless otherwise ordered.

11.3 Class Action Waiver

Users waive their right to participate in class action lawsuits or collective proceedings against Exei, to the extent permitted by law. Disputes must be resolved on an individual basis, ensuring efficient resolution.

11.4 Language of Agreement

The official language of these T&C is English. Any translations provided are for convenience only and do not alter the English version's legal effect. In case of discrepancies, the English version prevails.

12. ACCEPTABLE USE POLICY

This section defines permissible and prohibited uses of the Software.

12.1 Permitted Use

Users must use the Software solely for lawful purposes consistent with these T&C and their subscription plan, such as managing website interactions or customer support via chatbots.

12.2 Prohibited Activities

Users are prohibited from:

• Engaging in illegal activities, fraud, defamation, or harassment through the Software.
• Attempting to overload, hack, disrupt, or bypass the Software's security or operational limits.
• Distributing malware, spam, or harmful content (Eg., viruses, phishing links) via the Software.
• Using the Software to process or store content that violates applicable laws or third-party rights.

12.3 Consequences

Violations may result in immediate account suspension or termination at Exei's discretion, with notice where feasible (see Section 14). Exei reserves the right to pursue legal action, including seeking damages or injunctive relief, for significant breaches.

13. PAYMENT TERMS

This section details financial obligations for Website Owners.

13.1 Billing Cycles

Website Owners are billed according to their subscription plan (Eg., monthly, quarterly, annually), with invoices issued on the renewal date based on the initial subscription start date. Billing adjustments may apply for plan upgrades or downgrades.

13.2 Payment Methods

Payments are accepted via credit/debit cards, bank transfers, or UPI, processed through secure third-party gateways. Users must provide valid payment details and authorize recurring charges as per their plan.

13.3 Refunds

Refunds are not provided unless explicitly stated in the subscription plan or required by applicable law. Refund requests must be submitted within 7 days of billing via registered email.

13.4 Late Payments

Late payments incur a 2% penalty per month on overdue amounts. Accounts unpaid after 15 days may be suspended until payment is received, with prior notice sent to the registered email.

14. ACCOUNT TERMINATION

14.1 By User

Users may terminate their account by providing 7 days' written notice via email. Outstanding fees remain due, and access will cease at the end of the billing cycle.

14.2 By Exei

Exei may suspend or terminate accounts for:

• Violations of these T&C (Eg., prohibited activities, non-payment).
• At Exei's sole discretion (Eg., service discontinuation), with 7 days' notice unless immediate action is required for legal or security reasons.

14.3 Data Retention/Deletion

Upon termination, User data will be retained as per the Data Privacy Policy and deleted after 90 days, unless longer retention is mandated by law. Users may request a data export prior to deletion by contacting us at sales@exei.ai within 15 days of termination notice.

15. OWNERSHIP OF USER-GENERATED CONTENT

15.1 Ownership

Users retain full ownership of content they upload, input, or generate through the Software (Eg., chatbot scripts, user interactions), subject to applicable laws.

15.2 License to Exei

Users grant Exei a worldwide, non-exclusive, royalty-free, revocable license to use, store, process, and reproduce such content as needed to provide, maintain, and enhance the Software, including technical support and updates, consistent with the Data Privacy Policy.

15.3 Anonymized Data

Exei may retain and use anonymized, aggregated User-generated content (Eg., usage trends, response patterns) for analytics, AI training, or product development without attribution or compensation, ensuring no identifiable data is used without consent.

16. THIRD-PARTY INTEGRATIONS

16.1 Usage

If the Software integrates with third-party tools (Eg., payment gateways, analytics platforms), Users must comply with those providers' terms of service. Exei is not liable for the performance, availability, or data practices of these third parties, including service failures or interruptions caused by them.

16.2 Data Processing

When Data Processors process Personal Data on Exei's behalf, Exei ensures compliance with applicable data protection laws via contractual agreements (see Section 8). Users integrating their own third-party tools are responsible for ensuring those tools comply with laws and indemnify Exei against related claims.

17. MISCELLANEOUS

17.1 Entire Agreement

These T&C, together with the Data Privacy Policy, constitute the complete agreement between Users and Exei, superseding all prior agreements or understandings, written or oral, regarding the Software.

17.2 Amendments

Exei may revise these T&C at its discretion. Updates will be posted on our terms & conditions page on the website and communicated via email or Software notifications at least 7 days before taking effect. Continued use after the effective date signifies acceptance.

17.3 Severability

If any provision of these T&C is found unenforceable by a court or authority, the remaining provisions will continue in full force, and Exei may replace the invalid provision with a legally compliant alternative.