1. Acceptance of Terms
By accessing or using the services (“Services”) provided by DeepConverse Inc (“DeepConverse”), you (“Customer”) agree to be bound by these Terms of Service (“Agreement”). This Agreement governs the Customer’s access to and use of the Services unless a separate Master Service Agreement (“MSA”) has been executed between DeepConverse and the Customer. In the absence of such an MSA, this Agreement shall be the predominant document governing the customer relationship and may be used in conjunction with an Order Form or Statement of Work (“SOW”).
2. Definitions
• “Services”: The customer support automation platform and any related services provided by DeepConverse.
• “Order Form”: A document specifying the Services to be provided, associated fees, and other transaction details.
• “SOW”: A Statement of Work outlining specific tasks, deliverables, and timelines.
• “End-Customers”: Individuals or entities that are customers of the Customer and interact with the Services.
• “Sub-processors”: Third-party service providers engaged by DeepConverse to assist in providing the Services.
3. Provision of Services
3.1. Services Delivery
DeepConverse shall provide the Services as specified in the Order Form or SOW in accordance with this Agreement.
3.2. Modifications
DeepConverse reserves the right to modify or discontinue the Services (or any part thereof) at any time with reasonable notice to the Customer.
4. Use of Services
4.1. Customer Responsibilities
• Permissions from End-Customers: Customer shall obtain all necessary consents and permissions from its End-Customers required for the use of DeepConverse’s platform and Services, including but not limited to any necessary consents under applicable data protection and privacy laws.
• Compliance with Laws: Customer agrees to use the Services in compliance with all applicable laws and regulations.
4.2. Restrictions
Customer shall not:
• Reverse engineer or attempt to extract the source code of the Services.
• Use the Services to transmit unlawful, defamatory, or otherwise objectionable material.
• Resell, sublicense, or otherwise make the Services available to third parties without DeepConverse’s prior written consent.
5. Sub-processors and Data Processing
5.1. Use of Sub-processors
Customer acknowledges and agrees that DeepConverse may engage third-party Sub-processors to assist in the provision of the Services. DeepConverse shall be responsible for the acts and omissions of its Sub-processors to the same extent it would be responsible if DeepConverse were performing the Services directly. A current list of Sub-processors shall be made available to the Customer upon request.
5.2. Data Processing and Privacy
If DeepConverse processes any personal data on behalf of the Customer as part of the Services, the parties agree to comply with all applicable data protection and privacy laws. DeepConverse shall implement appropriate technical and organizational measures to protect such personal data and shall only process it in accordance with the Customer’s instructions and this Agreement.
6. Fees and Payment
6.1. Billing
Customer shall pay all fees as specified in the Order Form or SOW. Unless otherwise stated, all payments are due within thirty (30) days from the date of invoice.
6.2. Taxes
All fees are exclusive of taxes, and Customer is responsible for all applicable taxes.
7. Confidentiality
Each party agrees to protect the confidential information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
8. Intellectual Property Rights
8.1. Ownership
DeepConverse retains all rights, title, and interest in and to the Services, including all related intellectual property rights.
8.2. License
DeepConverse grants the Customer a non-exclusive, non-transferable, limited license to use the Services during the term of this Agreement.
9. Warranties and Disclaimers
9.1. Mutual Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
9.2. Disclaimer
Except as expressly provided herein, the Services are provided “as is,” and DeepConverse disclaims all warranties, express or implied.
10. Limitation of Liability
10.1. Limitation
EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE SUMS PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL CUSTOMER’S LIABILITY TO DEEPCONVERSE BE LESS THAN THE SUM OF ALL OUTSTANDING FEES AND EXPENSES OWED BY CUSTOMER OR ANY CUSTOMER AFFILIATE PLUS ALL INTEREST AND COLLECTION COSTS ASSOCIATED THEREWITH. NOTWITHSTANDING THE FOREGOING, CUSTOMER’S EXCLUSIVE REMEDY, AND DEEPCONVERSE’S ENTIRE LIABILITY, FOR ANY BREACH OF THE WARRANTIES IN SECTION 9.2 IS LIMITED TO RE-PERFORMANCE OF THE SERVICES. IF DEEPCONVERSE IS UNABLE TO RE-PERFORM THE SERVICES AS WARRANTED WITHIN 30 DAYS OF RECEIPT OF WRITTEN NOTICE OF BREACH, CUSTOMER SHALL BE ENTITLED TO RECOVER THE FEES PAID TO DEEPCONVERSE FOR THE DEFICIENT SERVICES.
10.2. Exclusion of Consequential Damages
In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages.
11. Indemnification
11.1. By Customer
Customer shall indemnify, defend, and hold harmless DeepConverse from any claims arising out of:
• Customer’s use of the Services in violation of this Agreement.
• Customer’s failure to obtain necessary permissions from its End-Customers as required under Section 4.1.
11.2. By DeepConverse
DeepConverse shall indemnify, defend, and hold harmless Customer from any claims that the Services infringe any third-party intellectual property rights.
12. Term and Termination
12.1. Term
This Agreement commences on the date of acceptance and continues until terminated as provided herein.
12.2. Termination for Cause
Either party may terminate this Agreement for material breach by the other party, provided written notice is given, and the breach is not cured within thirty (30) days.
12.3. Effects of Termination
Upon termination, Customer shall immediately cease using the Services, and any outstanding fees shall become due.
13. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any disputes arising out of or relating to this Agreement shall be resolved in the state or federal courts located in California.
14. Miscellaneous
14.1. Entire Agreement
This Agreement, together with any Order Forms or SOWs, constitutes the entire agreement between the parties.
14.2. Severability
If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect.
14.3. Assignment
Customer may not assign this Agreement without DeepConverse’s prior written consent.
14.4. Notices
All notices shall be in writing and deemed delivered upon receipt.
DeepConverse Inc
440 N Wolfe Rd
Sunnyvale, CA 94085
By using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.