This End User License Agreement (“Agreement”) is entered into between Sumanel Technology Ventures Private Limited (“Owner”, “Licensor”, “Chat360”) and the customer identified in an order, quotation, purchase order or other ordering document for access to or use of Chat360’s chatbot platform, APIs, AI services, software and related cloud services (collectively, the “Platform” or “Services”) (“Customer” or “Licensee”). By accessing or using the Platform, the Customer accepts and agrees to be bound by this Agreement.
Definitions
1.1 “Platform” means Chat360’s SaaS chatbot platform, hosted services, APIs, SDKs, dashboards, models, AI tooling, templates, workflows, analytics, documentation, connectors, agent UI, plugins, and any software (whether cloud-hosted or provided for on-premise installation) that Chat360 makes available to Customer.
1.2 “Customer Data” means data, text, files, content, prompts, messages and information provided, uploaded or submitted by Customer or its Authorized End-Users to the Platform.
1.3 “Output” means text, messages, suggestions, recommendations, model outputs, logs, analytics, or other content generated by the Platform in response to inputs.
1.4 “Authorized End-Users” means the Customer’s own employees, contractors and end-customers who are permitted by the Customer to access or interact with the Platform as expressly permitted by this Agreement.
1.5 “Partner” means any reseller, integrator, service provider or other third party through which the Customer obtains access to the Platform.
1.6 “Applicable Law” includes India’s Digital Personal Data Protection Act, 2023 (“DPDP Act”), the EU/UK GDPR (if applicable), and other applicable privacy, data protection, export control, security, and regulatory requirements.
2. Licence Grant
2.1 Subject to the terms and conditions of this Agreement and timely payment of all applicable fees, Chat360 grants the Customer a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable licence to access and use the Platform for the Customer’s internal business purposes and to permit Authorized End-Users to interact with Platform functionality solely as provided in Clause 4. No rights are granted other than those expressly set forth in this Agreement. All rights not expressly granted are reserved by Chat360.
2.2 Commencement. The licence granted under this Agreement shall become effective only upon Chat360’s receipt (directly or via an authorised Partner) of the initial fees payable for the Services and shall continue only for so long as all applicable fees remain paid in full.
3. Restrictions
3.1 Customer shall not, and shall ensure its Authorized End-Users do not, directly or indirectly:
3.1.1 copy, reproduce, modify, adapt, translate, create derivative works of, or publicly display the Platform (in whole or part) except as expressly permitted;
3.1.2 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
3.1.3 circumvent, disable, or otherwise interfere with security or usage controls (including rate limits, API quotas, authentication, telemetry);
3.1.4 use the Platform to build, train, operate or provide any product or service that competes with Chat360;
3.1.5 resell, sublicense, assign, lease, rent, distribute, host, publish, white-label, or otherwise commercially exploit the Platform, except as expressly permitted in Clause 4;
3.1.6 provide access or credentials that create independent tenancy or accounts on the Platform for third parties;
3.1.7 use the Platform for unlawful, abusive, fraudulent, infringing, or high-risk critical uses (including emergency response, medical diagnostics, legal advice where professional reliance is required) without explicit written agreement;
3.1.8 scrape, harvest, mine, extract or aggregate Platform data except via published APIs and pursuant to this Agreement; or
3.1.9 permit third-party hosting, sharing or commercialisation of the Platform except under a separate written reseller agreement with Chat360.
3.2 Chat360 may monitor Customer’s use to verify compliance and may suspend access for violations.
4. Authorised End-User Use (B2B2C / No Sublicensing)
4.1 Permitted End-User Interactions. Customer may permit Authorized End-Users to interact with or receive services powered by the Platform solely as part of Customer’s own products or services, provided that:
4.1.1 Authorized End-Users do not receive independent Platform credentials, admin access, separate tenancy, or direct access to Platform management interfaces;
4.1.2 all Authorized End-User activity is treated as activity of Customer and Customer remains fully responsible and liable for such activity;
4.1.3 Customer ensures Authorized End-Users comply with this Agreement and remains liable for any breach by Authorized End-Users;
4.1.4 Customer does not charge a fee that is specifically for provision of access to the Platform itself separate from Customer’s own service offering.
4.2 Strict Prohibition on Sublicensing/Resale. Except as expressly permitted in Clause 4.1 or under a separate written reseller/sublicence agreement with Chat360, Customer shall not, directly or indirectly: grant, transfer, assign, sublicense, re-license, resell, host, commercialise, distribute or otherwise make the Platform available to any third party.
4.3 Material Breach. Any violation of Clauses 4.1–4.2 is a material breach entitling Chat360 to immediate suspension or termination and injunctive relief.
5. Partners and Service Providers
5.1 No Authority to Bind Chat360. No Partner, reseller, integrator, consultant or service provider has authority to modify this Agreement, make representations, warranties or commitments, or otherwise bind Chat360. Customer acknowledges Chat360 is bound only by this Agreement. Claims based on a Partner’s representations or promises are solely between Customer and that Partner; they do not create liability for Chat360.
6. Intellectual Property
6.1 All right, title and interest in and to the Platform (including software, models, code, prompts, configurations, UI/UX, documentation, workflows, trademarks and trade secrets) are and shall remain the exclusive property of Chat360 or its licensors. No title or ownership in the Platform is transferred to Customer under this Agreement.
6.2 Customer grants Chat360 a limited licence to use Customer Data as required to provide the Services and, subject to the Training Option set out in Clause 12, to improve and operate the Platform as set out in Clause 12.
7. Customer Data; Use and Security
7.1 Ownership. Customer retains ownership of Customer Data. Chat360 acquires no rights in Customer Data except the limited licence to process Customer Data to provide the Services.
7.2 Processing and Instructions. Chat360 will process Customer Data only on documented instructions from Customer, unless required to do otherwise by Applicable Law. Customer is solely responsible for obtaining all necessary consents, authorisations and lawful bases required to collect, process or transfer Customer Data.
7.3 Security Measures. Chat360 shall maintain reasonable technical and organisational safeguards appropriate to the nature of the data and the Services, including access controls, encryption in transit, vulnerability management and incident response procedures. Chat360’s security obligations do not extend to vulnerabilities, misconfigurations or breaches caused by Customer, Customer’s Authorized End-Users, Partners, third-party integrations, or Customer-controlled infrastructure.
7.4 Customer Responsibilities. Customer is responsible for: secure storage and confidentiality of credentials and API keys; controlling Authorized End-User access and permissions; securing Customer systems and networks; and ensuring any integration code or third-party connectors comply with this Agreement.
7.5 Breach Notification. Chat360 will notify Customer of any confirmed data security incident affecting Customer Data in accordance with Applicable Law and with reasonable promptness after discovery.
8. Data Localisation; DPDP
8.1 Primary Storage. Chat360 will principally store and process Customer Data in India. Where cross-border transfers are necessary for redundancy, backup, CDN, analytics, or operational reasons, Chat360 will ensure appropriate safeguards consistent with the DPDP Act and other Applicable Law.
8.2 Processor/Sub-processor Controls. Chat360 will ensure sub-processors are contractually bound to provide equivalent protections and shall maintain responsibility for their acts and omissions. Chat360 will provide a list of sub-processors on request.
8.3 DPDP Roles & Assistance. For purposes of the DPDP Act, Customer is the Data Fiduciary and Chat360 is the Data Processor. Chat360 will process Customer Data only per Customer’s instructions, implement reasonable security safeguards, assist Customer in responding to data subject requests, and notify Customer of incidents as required. Customer retains primary responsibility for notices, lawful basis, consents, and compliance with DPDP obligations; Customer shall indemnify Chat360 for Customer’s non-compliance.
GDPR
9.1 Trigger. To the extent Customer’s processing involves personal data of data subjects in the EU/EEA/UK, GDPR may apply. In such case, Customer is the Controller and Chat360 is the Processor.
9.2 Processor Obligations. Chat360 will: process Personal Data only on documented instructions; implement appropriate technical and organisational measures in accordance with Art. 32; assist Customer with data subject requests and breach notifications; and require sub-processors to enter into written agreements imposing equivalent obligations.
9.3 Controller Obligations and Limitations. Customer is solely responsible for compliance with Controller obligations (consent, lawful basis, transparency, international transfers). Chat360 shall not be liable for Customer’s Controller obligations and Customer shall indemnify Chat360 for liabilities arising from Customer’s failure to comply with GDPR.
10. API Access and Use
10.1 API Keys and Credentials. Access to APIs is via credentials/API keys issued by Chat360. Customer is solely responsible for secure storage and use of API keys and for all actions performed using such keys.
10.2 Rate Limits and Quotas. APIs are subject to rate limits, quotas and acceptable use policies. Chat360 may enforce limits and throttle or suspend access for excessive or abusive use.
10.3 API Changes and Deprecation. Chat360 may modify, deprecate, version or discontinue APIs at any time; Chat360 shall not be liable for any integration failures, costs or losses resulting from such changes. Chat360 will use commercially reasonable efforts to provide advance notice of major deprecations.
10.4 Integration Risk. Chat360 is not responsible for Customer or Partner integration code, middleware, connectors, or custom development. Customer assumes the risks of integration, bespoke development and third-party dependencies.
10.5 No Automated Provisioning Without Agreement. Customer shall not embed, expose or distribute API keys or credentials to third parties, nor permit third parties to create direct Platform accounts, without Chat360’s prior written consent.
11. Availability, Maintenance and Support
11.1 Availability. Chat360 will use commercially reasonable efforts to maintain Platform availability but does not warrant uninterrupted or error-free operation. Scheduled maintenance may occur and will be communicated where practicable.
11.2 Backups; Redundancy. Chat360 will maintain backup procedures and redundancy consistent with industry practices. Customer is responsible for maintaining separate backups of critical Customer Data if required.
11.3 Support. Support levels, SLAs and response times (if any) shall be as set out in an order form or separate support addendum. Chat360 disclaims any SLA not expressly set forth in writing by Chat360.
12. AI Training; Use of Customer Data to Improve Models
12.1 Anonymised Model Improvement. Unless Customer elects the No-Training Option (Clause 12.2) in writing and pays any applicable fee, Customer agrees that Chat360 may use Customer Data and Output in anonymised and aggregated form to improve models, detect abuse, enhance safety and develop features. Chat360 will not use Customer Data to identify Customer or Authorized End-Users and will apply reasonable de-identification or aggregation measures.
12.2 No-Training Option. At Customer’s election and subject to a written addendum (and any applicable fees), Customer Data will be excluded from Chat360’s model training pipelines. Even under No-Training, Chat360 may process Customer Data to provide the Services, for spam/abuse detection and to meet security obligations. No-Training may reduce personalization or accuracy and may be available only at additional cost.
12.3 Customer Obligations. Customer will not provide personal data to Chat360 for training where Customer lacks lawful basis. Customer shall indemnify Chat360 for any unlawful training data provided by Customer.
13. User Content; License to Use
13.1 User Content Ownership. Customer retains ownership of Customer Data and any User Content. Customer grants Chat360 a limited, worldwide, royalty-free licence to use, copy, store, transmit, modify, display and otherwise process Customer Data solely to provide the Services and, if applicable under Clause 12, to improve the Platform consistent with the training option chosen.
13.2 Removal Rights. Chat360 may remove, disable or refuse to host User Content that, in Chat360’s reasonable judgement, violates this Agreement, is unlawful, or may harm the Platform or third parties.
13.3 Content Restrictions. Customer will not submit or permit submission of User Content that infringes third-party rights or violates Applicable Law or that is unlawful, obscene, defamatory, hateful, abusive, pornographic, or that contains malware. Customer shall be solely responsible for User Content and shall indemnify Chat360 for any claims arising from User Content.
14. Fees; Payment
14.1 Customer shall pay all fees set forth in an order form or invoice. Fees paid to Partners or resellers do not alter Chat360’s entitlement to its fees. If Customer pays a Partner, Chat360’s remedies with respect to unpaid amounts remain available against Customer if amounts owed to Chat360 are not remitted.
14.2 Taxes. Fees exclude taxes; Customer is responsible for applicable taxes except Chat360’s income taxes.
14.3 Suspension for Non-Payment. Chat360 may suspend Services for overdue payments after notice as permitted by Applicable Law.
15. Warranty Disclaimer
15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, SERVICES, CONTENT, OUTPUT, AND ANY RELATED MATERIALS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CHAT360 DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
16. Limitation of Liability
16.1 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHAT360’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO CHAT360 FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
16.2 EXCLUSION OF DAMAGES. IN NO EVENT SHALL CHAT360 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF CHAT360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.3 ESSENTIAL BARGAIN. Customer acknowledges these limitations are fundamental to the allocation of risk between the parties.
17. Indemnification
17.1 Customer Indemnity. Customer shall indemnify, defend and hold harmless Chat360, its officers, directors, employees, agents and affiliates from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s breach of this Agreement; (b) Customer Data or User Content; (c) Customer’s violation of Applicable Law; (d) claims based on Partner representations or promises; (e) Customer’s use or misuse of Output; and (f) integrations, customisations, or third-party connectors implemented by or at the direction of Customer or its Partners.
17.2 Claims Procedure. Chat360 shall promptly notify Customer of any claim for which it seeks indemnity and shall reasonably cooperate in the defence. Chat360 may participate in such defence with counsel of its choice at its expense.
18. Insurance and Audits
18.1 Insurance. Customer shall maintain appropriate insurance (including cyber/security coverage where applicable) to cover its liabilities under this Agreement.
18.2 Audit Rights. Chat360 may, upon reasonable notice and during Customer’s regular business hours, audit Customer’s usage, records and compliance to verify compliance with this Agreement. Customer shall provide reasonable assistance and access. Any such audit shall be conducted in a manner designed to avoid disruption to Customer’s business and to protect Customer’s Confidential Information.
19. Suspension; Remedies
19.1 Suspension Rights. Chat360 may suspend all or a portion of Customer’s access immediately and without liability for breach where Chat360 reasonably determines that: (a) Customer has materially breached this Agreement; (b) use threatens Platform security, stability or reputation; (c) required by Applicable Law or emergency; or (d) Customer has failed to pay undisputed fees.
19.2 Remedies Cumulative. All rights and remedies are cumulative and in addition to any other rights available at law or in equity, including injunctive relief.
20. Term; Termination; Data Return/Deletion
20.1 Term. This Agreement commences on Customer’s first access to the Platform and continues until terminated.
20.2 Termination for Cause. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice (except where the breach is not curable, or is subject to immediate termination such as unauthorised access, in which case termination may be immediate).
20.3 Termination for Convenience. Chat360 may terminate for convenience upon thirty (30) days’ prior written notice.
20.4 Effect of Termination. Upon termination Customer’s access ceases. Chat360 may delete Customer Data after thirty (30) days (or earlier if required by law). Customer should export its data prior to termination. Chat360 is not required to retain Customer Data beyond the retention period.
21. Confidentiality
21.1 Each party shall keep confidential the other party’s Confidential Information and shall not disclose it except to employees, agents or subcontractors who have a need to know and who are bound to confidentiality obligations. Confidential Information does not include information that is publicly known through no breach, previously known without restriction, or independently developed.
21.2 A party may disclose Confidential Information when compelled by law, provided it gives the other party reasonable prior notice to seek protective relief.
22. Injunctive Relief
22.1 Customer acknowledges that breach of certain provisions (including IP, unauthorised use, or disclosure of Confidential Information) would cause irreparable harm to Chat360 for which monetary damages are inadequate, and Chat360 shall be entitled to injunctive relief in addition to other remedies.
. Export and Compliance
23.1 Customer shall comply with all export control, economic sanctions, anti-corruption and other applicable laws. Customer shall not export, re-export, or transfer the Platform or any underlying technology in violation of such laws.
24. Notices
24.1 Notices shall be in writing to the addresses set out in the order or as otherwise specified. Electronic notices (email) are effective when sent, unless rejected as undeliverable.
25. Assignment
25.1 Customer may not assign or transfer this Agreement without Chat360’s prior written consent. Chat360 may assign without Customer consent to an affiliate or in connection with a merger or sale.
26 . Severability; Waiver; Entire Agreement
26.1 If any provision is held invalid it shall be severed without affecting remaining provisions. No failure or delay in enforcing any right will operate as waiver. This Agreement (and any order forms or addenda) constitutes the entire agreement between the parties superseding all prior agreements and statements.
27. Governing Law and Jurisdiction
27.1 This Agreement is governed by the laws of India. The parties submit to the exclusive jurisdiction of the courts of Pune, India for disputes, except that Chat360 may seek injunctive or other equitable relief in any competent jurisdiction.
28. Changes to Terms
28.1 Chat360 may modify this Agreement. Material changes will be notified to Customer; continuing use after notice constitutes acceptance.
29. Miscellaneous Provisions
29.1 Third-Party Services. Use of third-party integrations is at Customer’s risk. Chat360 disclaims responsibility for third-party services.
29.2 Survival. Clauses 5, 6, 7, 12, 13, 15–18, 20, 21 and 26 survive termination
30. Execution and Acceptance
30.1 Acceptance by Customer. This Agreement shall become legally binding and effective upon the earlier of:
30.1.1 the Customer’s physical, electronic, or digital signature of this Agreement; or
30.1.2 the Customer’s first access to or use of the Platform, which shall constitute full acceptance of and agreement to be bound by this
Agreement.
