Terms of Service

Last updated: 2024-07-01

Welcome to Sagepilot. By using our website, located at sagepilot.ai (the "Site"), and accessing the services provided through our Site or other platforms (collectively, the "Services"), you agree to the following Terms of Service (these "Terms"). If you do not accept these Terms, please do not use our Site or Services.

Your use of the Services is also governed by our Privacy Policy, accessible on our Site, as well as any additional policies and procedures we may publish from time to time (collectively, the "Policies"). We reserve the right to modify these Terms at any time. Such modifications become effective upon posting to the Site. We also reserve the right to alter or cease providing the Services at our discretion, and to deny or terminate your access to the Services.

Each time you use the Services, you are bound by the current version of these Terms. Continued use of the Services after any modifications indicates your acceptance of the revised Terms.

These Terms include important information about your legal rights and contain an arbitration provision that may limit your ability to bring claims against us in court. Please review them carefully.

1. Acceptance of Terms

1.1 General: By accessing and using our Services, you acknowledge that you have read, understand, and agree to these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. In such cases, "you" and "your" refer to that organization.

1.2 Modifications: We may update these Terms from time to time by giving notice through the Site or by contacting you via email. Changes will become effective thirty (30) days after such notification. Your continued use of the Services after this period constitutes acceptance of the changes. If the updated Terms are not acceptable, you may terminate your use of the Services by discontinuing use and, if applicable, cancelling your account.

2. Use of Services

2.1 Access: You are granted a limited, non-exclusive right to access and use the Services for lawful purposes, strictly in accordance with these Terms and any Policies we provide.

2.2 Prohibited Uses: You may not misuse the Services. This includes attempting unauthorized access, using the Services for illegal purposes, or interfering with the normal operation of the Services.

2.3 Account Responsibility: You are responsible for maintaining the confidentiality of your account information and for all activities conducted through your account. You shall not share, transfer, or grant access to your account credentials, dashboard, or any Service interface to any third party without prior written consent from Sagepilot.

3. Intellectual Property

3.1 Ownership: All intellectual property rights in the Services — including but not limited to the platform architecture, AI models, algorithms, workflows, user interface designs, dashboard layouts, proprietary methodologies, APIs, documentation, and all related trade secrets — are and shall remain the exclusive property of Sagepilot AI Technologies Private Limited or its licensors. No rights are granted to you other than as expressly set forth in these Terms.

3.2 No Reverse Engineering or Replication: You shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying structure of the Services; (b) copy, reproduce, screenshot, record, or otherwise capture any portion of the Services, including dashboard interfaces, reports, workflow configurations, AI agent behavior, or output formats, for the purpose of replication, benchmarking, or competitive analysis; (c) create or assist in the creation of any product or service that is substantially similar to or competitive with the Services, using knowledge or materials obtained through your use of the Services.

3.3 Confidentiality of Platform Access: All aspects of the Services, including but not limited to features, configurations, performance data, AI agent capabilities, and dashboard content, are considered confidential information of Sagepilot. You agree not to disclose, demonstrate, or make available any such confidential information to any third party, including but not limited to competitors, vendors, consultants, or any entity that offers or develops products or services that compete with Sagepilot's offerings.

4. Competitive Misuse and Unauthorized Disclosure

4.1 Strict Prohibition: You are strictly prohibited from sharing access to the Services — including login credentials, dashboard access, screenshots, screen recordings, feature demonstrations, API responses, workflow configurations, or any other representation of the platform — with any competitor of Sagepilot or any third party engaged in developing, marketing, or operating products or services that are competitive with the Services.

4.2 Definition of Competitor: For the purposes of these Terms, a "Competitor" means any individual, entity, or organization that directly or indirectly offers, develops, or is in the process of developing AI-powered customer lifecycle, customer support, marketing automation, conversational AI, or similar products or services that overlap with Sagepilot's offerings. Sagepilot reserves the sole discretion to determine whether an entity qualifies as a Competitor.

4.3 Consequences of Violation: Any breach of this Section 4 shall be deemed a material breach of these Terms and shall entitle Sagepilot to, without prior notice and without limiting any other remedies available at law or in equity:

(a) Immediately terminate your account and all access to the Services;

(b) Terminate any and all agreements, contracts, or subscriptions between you and Sagepilot, without refund of any fees paid or waiver of any fees owed;

(c) Pursue injunctive relief to prevent further unauthorized use or disclosure;

(d) Seek damages, including but not limited to actual damages, consequential damages, and lost profits arising from the unauthorized disclosure or competitive misuse;

(e) Recover all reasonable legal fees and costs incurred in enforcing these Terms.

4.4 Liquidated Damages: The parties acknowledge that a breach of this Section 4 would cause irreparable harm to Sagepilot that would be difficult to quantify. Accordingly, in addition to any other remedies, you agree to pay liquidated damages in an amount equal to ten (10) times the total fees paid or payable under your subscription or contract with Sagepilot in the twelve (12) months preceding the breach, or INR 50,00,000 (Fifty Lakhs), whichever is greater. This liquidated damages provision shall not limit Sagepilot's right to seek additional actual damages.

5. Immediate Termination for Cause

5.1 Sagepilot may immediately terminate or suspend your access to the Services, without prior notice and without liability, upon the occurrence of any of the following:

(a) Sharing or granting access to the Services or any component thereof to a Competitor or unauthorized third party;

(b) Using the Services for competitive intelligence, reverse engineering, or benchmarking purposes;

(c) Breaching any confidentiality or intellectual property provision of these Terms;

(d) Any conduct that Sagepilot, in its sole discretion, determines to be detrimental to its business interests, reputation, or intellectual property.

5.2 Upon termination under this Section 5: (a) all licenses and rights granted to you under these Terms shall immediately cease; (b) you shall immediately destroy or return all confidential information and materials obtained through the Services; (c) any outstanding fees shall become immediately due and payable; (d) Sagepilot shall have no obligation to maintain or provide access to any of your data, configurations, or content.

6. Disclaimers and Limitations of Liability

The Services are provided on an "as is" and "as available" basis without any warranties, express or implied. We limit our liability to the maximum extent permitted by law. Nothing in these Terms shall limit Sagepilot's right to seek injunctive or equitable relief for breaches of Sections 3, 4, or 5.

7. Governing Law and Dispute Resolution

7.1 These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts in Bengaluru, Karnataka.

7.2 Notwithstanding the foregoing, Sagepilot shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights and confidential information.

8. General Provisions

These Terms constitute the entire agreement between you and Sagepilot regarding the Services and supersede all prior agreements. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.

By using our Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms.