Introduction
These terms of service (Terms) govern your use of any Platform, Software and the Services (as defined below), owned and operated by Goexcelsior Private Limited, a private limited company incorporated under the provision of the Companies act 1956 having its register office at S1, Sterling Brunton, 5/4 Brunton Cross Road, Bangalore Karnataka 560025 India. This website, is one such example.
The terms "user", "you", "your" hereinafter refer to customers registering, accessing and using the Platform or the Software and the terms "we", "us", "our" refer to Goexcelsior Private Limited.
Before registering on the Platform, using the Software or any Services (as defined below), please read these Terms carefully and select the "I Agree To The Terms and Conditions" option provided in the login and/or sign up page. By selecting the "I Agree To The Terms and Conditions" option, you signify your acceptance of the Terms (as amended from time to time) and agree to be bound by them for as long as you are using or accessing the Platform or the Services (as defined below).
We reserve the right to unilaterally amend these terms from time to time. We will notify you of any changes that we make to the Terms.
IF YOU DO NOT AGREE TO THESE TERMS, YOU WILL NOT BE ABLE TO REGISTER ON, ACCESS OR USE THE PLATFORM OR THE SERVICES.
Services:
The Services may be provided through the Platform or through the provision of the Software in the Customer's systems.
When provided through the Platform, the Services comprise the Platform and the APIs to integrate the Platform with your systems. When provided through a software, the Services comprise the Software and any Software Development Kit provided with that Software. You may integrate the Software with your business applications (Integrated Applications) only upon obtaining our consent and in accordance with these terms. The Services allow you to store, analyze and send automated messages between your business systems and your customers on third party messaging channels through a web-based interface(Services). Using the Services, you can send and receive messages between your business or a business client of yours (together referred to as Business) and any individual that communicates with the Business (Chat Participant) on a third-party messaging platform that may be used by the Chat Participant to transmit and receive messages with that Business (Third-Party Messengers). These communications may be manual or automated. The Services can integrate with your Client Records Management (CRM) systems. You may also use the Services to obtain analytics about the interaction of Businesses and Chat Participants using the Services. Where applicable, a "conversation" refers to one outgoing message sent using any of the tools and software on our platform, including custom built APKs and plugins. The fee applicable to the Services (Fees) shall be fixed and paid in the manner agreed between Goexcelsior Private Limited and the user.
Access And Use:
Upon your request, we may create and provide multiple profiles (Administrator's Profile) that may be used to access the Services by individuals employed or contracted by you (each, an Administrative User). You must not share credentials of the Administrator's Profile with any person other than an Administrative User and prohibit an Administrative User to share the credentials for the Administrator's Profile with any other person.
Any Administrative User may use the Services only through the Account and shall have access to the Account only for the purposes provided under these Terms. You will be responsible for the activities and communications of all Customer's Clients, Administrative Users and Chat Participants (as defined below) and shall ensure that they comply with these Terms and any guidelines and policies that we publish from time to time.
Without limiting the generality of our right to regulate the use of our Services, you will not and will not permit any other person to:
a. Use the Services to send, upload, collect, transmit, store, use, disclose or process, any data or messages:
i. That contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
ii. That is false, intentionally misleading, or impersonates any other person;
iii. 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
iv. That is harmful to minors in any way or targeted at persons under the age of 18;
v. That violates the obligations of the Customer or any other person under any applicable laws, or infringes, violates or otherwise misappropriates the rights of any person or entity; or
vi. that encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;
b. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Platform or the Software (e.g., a denial of service attack);
c. Attempt to gain unauthorized access to the Platform;
d. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code, except as expressly provided for under these Terms;
e. use the Services in a manner that cause harm, disruption, interference to the Services or for the purpose of building a similar or competitive product or service; or
f. use the Services other than as permitted by these Terms.
Unauthorized Use or Access
You will promptly notify us of any actual or suspected unauthorized access or use of the Platform or Software. We reserve the right to suspend, deactivate or replace any Account or Administrator's Profiles that may have been used for an unauthorized purpose. Goexcelsior Private Limited reserves the right to investigate complaints or alleged violation of these Terms or any unauthorized use of the Services.
Your Obligations
You must:
a. comply with the terms and conditions applicable to the use of any Third-Party Messengers, Integrated Applications and any other applications used with the Platform or Software;
b. take all steps necessary to enable interoperability between the Platform or Software and any Third-Party Messengers or any Integrated Applications;
c. comply with all applicable privacy and data protection laws to ensure that AIYO can process personal data provided or generated in the course of the use of the Services in accordance with these Terms;
d. ensure that all users have the legal right to process any data processed using the Services;
e. ensure that you have the right to use and license any Intellectual Property that you use along with the Software or Platform and the Services;
f. obtain the necessary permits, registrations, licenses required under any applicable law for the use of the Services by any user;
g. provide us your trademarks and logos or the trademarks and logos of your business clients so that we can market our Services;
h. pay the Fees when it becomes payable in a timely manner; and.
i. preserve the confidentiality of any information provided by AIYO in the course of the Services with respect to which a reasonable expectation of confidentiality may arise
Modifications to the Service and Fees
Goexcelsior Private Limited reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice.
Goexcelsior Private Limited reserves the right to change our monthly/annually fees upon 30 days notice. Fee change will be notified per email to all our subscribers and will be reflected on the pricing page at tellephant.com /pricing.
Goexcelsior Private Limited reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications.
Subscription & Conversation Fees
You shall pay Goexcelsior Private Limited a required subscription fee (the “Subscription Fee”) for the Service provided and a conversation fee (the “Conversation Fee”) for your usage. Any and all payments made by you to Goexcelsior Private Limited for the Services are final and non-refundable.
Subscription and Conversation Fee shall be paid within 10 business days from the date of invoice. Goexcelsior Private Limited may terminate this agreement with immediate effect by delivering notice of termination to you if you fail to pay the fee within 7 business days after written notice.
Limited Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL AIYO BE LIABLE TO CUSTOMER OR ANY USER 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; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS, 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.
AIYO SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY CHANGES IN INTEGRATED APPLICATIONS THIRD-PARTY MESSENGERS OR ANY OTHER DOMAIN, SOFTWARE OR HARDWARE THAT IS USED FOR PROVIDING THE SERVICES BUT IS NOT A PART OF THE PLATFORM OR SOFTWARE THAT PREVENT THE SERVICES FROM WORKING WITH THOSE INTEGRATED APPLICATIONS, THIRD-PARTY MESSENGER OR THIRD-PARTY SERVICES
IN ANY CASE, WE WILL NEVER BECOME LIABLE TO PAY YOU ANY AMOUNT GREATER THAN THE FEE THAT YOU PAY FOR ONE MONTH OF SUBSCRIPTION.
Disclaimer
Goexcelsior Private Limited PROVIDES THE SERVICES ON AN "AS IS" BASIS AND GRANTS NO WARRANTIES OF ANY KIND WITH RESPECT TO THEM. AIYO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM COMPUTER VIRUS OR HARMFUL CODE, TITLE OR NON-INFRINGEMENT. ACCESS AND USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK AND AIYO DOES NOT ACCEPT ANY LEGAL LIABILITY FOR THE USE OF THE SERVICES BY THEMSELVES OR IN CONJUNCTION WITH ANY OTHER SERVICES OR THE DEVELOPMENT AND USE OF ANY INTEGRATED APPLICATIONS OR ANY OTHER INTELLECTUAL PROPERTY IN COURSE OF THE USE OF SERVICES. AIYO WILL NOT BE LEGALLY RESPONSIBLE FOR ANY VIOLATIONS OF THE OBLIGATIONS OF THE CUSTOMER UNDER THESE TERMS.
THE CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICES ARE CONTINGENT ON THE FUNCTIONING OF THIRD PARTY MESSENGERS, INTEGRATED APPLICATIONS AND ANY OTHER DOMAIN, SOFTWARE OR HARDWARE THAT DOES NOT FORM A PART OF THE PLATFORM OR SOFTWARE. AIYO SHALL NOT BE LEGALLY RESPONSIBLE FOR ANY CHANGES TO THESE THIRD-PARTY MESSENGERS, INTEGRATED APPLICATIONAND OTHER SOFTWARE OR HARDWARE THAT DOES NOT FORM A PART OF THE PLATFORM OR SOFTWARE THAT LEAD TO A DISRUPTION, INTERFERENCE, SUSPENSION OR CANCELLATION OF THE SERVICES. YOUR ACCESS AND USE OF THE SERVICES MAY BE DISRUPTED DUE TO TECHNICAL OR OPERATIONAL DIFFICULTIES AND WITH NO PRIOR NOTICE OF DOWNTIME. WE MAKE NO GUARANTEE AS TO THE CONTINUOUS UPTIME AND AVAILABILITY OF THE SERVICES.
Indemnity
You hereby agree to keep and hold Goexcelsior Private Limited fully indemnified and harmless from and against all claims, proceedings, penalties, damages, losses, actions, costs and expenses arising out of or in relation to your access and use of the Services, Integrated Applications and Third-Party Messengers, the breach of these Terms and violation of any applicable law, rules or regulations. You will keep us fully indemnified and harmless against any claim relating to the infringement of Intellectual Property with respect to any Intellectual Property that you have licensed to us or used with our Services under these Terms.
Term and Termination
The Services will be offered on a subscription basis on such terms as may be agreed between you and Goexcelsior Private Limited. The Fees shall be charged on the subscription basis the rates prevalent at the time the subscription is obtained. No refund of Fees shall be granted in the case of cancellation of the subscription. We may cancel your subscription upon discovering any breach of these Terms.
Force Majeure
Neither Party will be liable for delays caused by any event or circumstances beyond Goexcelsior Private Limited’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Goexcelsior Private Limited employees), Internet service provider failures or delays, or the unavailability or modification by third parties of third party services necessary for the provision of the Services
Jurisdiction
These Terms shall be governed by the laws of India and any disputes or proceedings arising hereunder shall be subject to the jurisdiction of the courts in Bangalore.
