Customer Terms Of Use

Customer Terms Of Use
Effective: 1^st June 2024
Last Updated: 1^st June 2024 

These terms of use form a binding legal agreement between SC Communications Sdn Bhd (“us”, “we” and “our”) and customers. These terms of use (“Terms of Use”) govern customers’ (as defined below) access to and use of our services (as defined below). By using the services (including the site) in any way, or executing an order form, each customer hereby agrees to these terms of use.

ARTICLE 1  DEFINITIONS 

1.1                   Definitions 
When you interact with the Site (as defined below) we strive to make that experience easy and meaningful. When you come to our Site, our web server sends a cookie to your computer. A cookie is a small text file that may be stored on your computer or mobile device that contains data related to a website you visit. It may allow a website to “remember” your actions or preferences over a period of time, or it may be used to tell us whether customers and visitors have visited the Site previously. If you click on a link to a third-party Site, such third party may also transmit cookies to you. Cookies help us to improve our Site and deliver a better and more personalized service. Cookies can also help to ensure that adverts you see online are more relevant to you and your interests. Defined terms in the Transaction Document (as defined below) shall have the same meaning as in these Terms of Use unless the context indicates otherwise.

“APIs” means any proprietary application programming interface (API) that may be made available as part of the services. “API Terms” means our API Terms found at here

“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

“Aggregate and Statistical Information” has the meaning set out in Section 5.3 below.

“Agreement” means these Terms of Use and any Transaction Document or other document referenced herein.

“AUP” or “Acceptable Use Policy” means the Acceptable Use Policy set out at here.

“Authorized Customer Users” means employees or agents of Customer, authorized by Customer to access the Services and/ or Bot on behalf of Customer.

“Bot” means the proprietary conversational, artificial intelligence powered bots, provided as part of the Services, including any bot designed to automate customer experience, customer engagement and customer support assistance and technical support.

“Change” has the meaning set out in Section 3.2(1) below.

“Change Order” means a Transaction Document executed between the Parties to implement a Change to an existing Transaction Document.

“Change Request” has the meaning set out in Section 3.2(3) below.

“Change Request Procedure” has the meaning set out in Section 3.2(1) below.

“Channel” means the web chat and/ or any other communication or messaging channel(s) specified in the Order Form.

“Confidential Information” has the meaning set out in Section 7.1.

“Conversation” means unlimited messages between a Bot and an End User in a single Channel during a 24-hours period. A conversation starts with an End User sending a message the Bot. A conversation ends with an End User exiting the chat, or following 24 hours of inactivity from the last message sent by the Bot. If a Conversation is initiated by a Customer as part of a proactive campaign, then a Conversation would only be charged if the End User responds.

“Customer” means any entity identified in the Order Form and/ or any individual or entity who uses the Services.

“Customer Content” means any Customer Data, materials or other content which is submitted to the Services by the Customer.

“Customer Content License” has the meaning set out in Section 5.3 below.

“Customer Data” has the meaning set out in Section 5.3 below.

“Customer Dependencies” has the meaning set out in Section 3.1 below.

“Documentation” means any manuals, instructions, release notes or other documents or materials that Bot provides or makes available to the Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

“End User” means end users of Customer who interact with the Bot, or otherwise use the Platform Services, through the Channel.

“End User Data” means any information, data or materials relating to Customer’s End Users that we either receive: (a) directly from an End User; (b) from Customer; or (c) from a third party authorized by Customer, which in each case may include Personal Data.

“Force Majeure Event” has the meaning set out in Section 12.1.

“Implementation Services” has the meaning set out in Section 2.2(1).

“Indemnifying Party” has the meaning set out in Section 10.4.

“Indemnified Parties” has the meaning set out in Section 10.4.

“Initial Term” has the meaning as set out in the Order Form.

“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents and inventions; (b) trade-marks; (c) internet domain names, whether or not trade-marks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.

“Managed Services” means Services related to configuring and/ or maintaining the Bot, as more particularly described in Transaction Document.

“Order Form” means either: (a) an online order form submitted through the Site subscribing for the Services (which may be available from time to time); or (b) an order form signed by Customer and us subscribing for the Services, in each case, which incorporate these Terms of Use.

“Party” means either Customer or us and “Parties” means both Customer and us.

“Personal Data” means any information that relates to an identifiable individual.

“Platform Services” means our software platform, made available as service, through which it makes available its conversational Bots and related software offerings, as well as the APIs.

“Professional Services” means any Managed Services, Implementation Services, Support Services or other professional services to be provided to Customer in connection with one or more Transaction Documents.

“Renewal Term” has the meaning as set out in the Order Form.

“Services” means, collectively: (a) the Platform Services; (b) the APIs; (c) the Professional Services; and (e) any other products and services set out in a Transaction Document or otherwise made available by us under these Terms of Use.

“Site” means any of our website, including www.sccomms.com.my and any sub-site of the foregoing websites.

“Statement of Work” or “SOW” means any written or electronic statement of work for the order of Professional Services provided by us to Customer in relation to the Services, as applicable.

“Subcontractor” has the meaning set out in Section 2.4.

“Support Services” has the meaning set out in Section 2.2(2).

“Term” has the meaning given to it in Section 9.1.

“Terms of Use” has the meaning set out in the preamble.

“Third Party Claim/ Proceeding” has the meaning set out in Section 10.4.

“Third-Party Materials” has the meaning set out in Section 2.6.

“Transaction Document” means a valid Order Form, Statement of Work, or similar addendum that includes a scope of work to be performed and pricing, executed and entered into between us (or an Affiliate) and Customer, as applicable to the Services.

ARTICLE 2     SERVICES, AVAILABILITY, PERFORMANCE & RESTRICTIONS 

2.1                   Use of the Platform Services 
Subject to Customer’s compliance with this Agreement, we will make available the Platform Services specified in a Transaction Document to Customer on the terms and conditions set out in these Terms of Use and the applicable Transaction Document. Any use of the APIs will be subject to the API Terms.

2.2                   Additional Services 
During the Term and solely to the extent set out in a mutually executed Transaction Document in place between Customer and us,  we will provide the following additional services to Customer, as applicable, in accordance with, and subject to, the terms and conditions set forth in these Terms of Use and the applicable Transaction Document:

1. Implementation services set out in a Transaction Document (“Implementation Services”);
2. Support services as set out in a Transaction Document (“Support Services”);
3. Managed services as set out in a Transaction Document (“Managed Services”); and
4. Any other professional or related services as may be expressly agreed to between Customer and us from time to time as set out in the initial Transaction Document or subsequent Transaction Document (collectively, the “Professional Services”).

2.3                   Customer Affiliates 
Customer’s Affiliates may:

1. use the Services under and in accordance with the terms of this Agreement and the Transaction Document, provided that Customer represents and warrants that Customer has sufficient rights and the authority to make this Agreement binding upon each of the Affiliates; or
2. enter into a separate Transaction Document to purchase Services from us under this Agreement, provided such Affiliate agrees to be bound by the terms of this Agreement;

in each case, Customer and each of Customer’s Affiliates will be jointly and severally liable for the acts and omissions of such Affiliate in connection with this Agreement and such Affiliate’s use of the Services.

2.4                   Performance 
Customer agrees that we may, from time to time, in its discretion engage third parties to perform Services (each, a “Subcontractor”).

2.5                   Customer Responsibilities 
Customer will: (a) be solely responsible for all use of the Platform Services and Documentation under Customer User accounts; (b) not transfer, resell, lease, license, or otherwise make available the Platform Services to third parties, excluding Authorized Customer Users, (except to make the Bot available to End Users as contemplated in the Transaction Document) or offer them on a standalone basis; (c) use the Platform Services only in accordance with this Agreement, the Acceptable Use Policy, the applicable Documentation, any applicable Transaction Document, and applicable law or regulation; (d) be solely responsible for all acts, omissions, and activities of Authorized Customer Users and End Users, including (i) their question and answer flows within the Bot and any Customer Data that Customer chooses to process in the Bot; (ii) their compliance with this Agreement, the Acceptable Use Policy, the applicable Documentation, any applicable Transaction Document, and (iii) and applicable law or regulation; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify us promptly of any such unauthorized access or use; and (f) comply with Customer’s representations and warranties set forth in this Agreement.

2.6                   Third Party Products and Services 
Certain features of the Services are integrated with and rely on third party products and services that Customer chooses to use with the Services, including Customer or third-party APIs (“Third-Party Materials”). Accordingly, Customer acknowledges and agrees that the availability and performance of certain features will be subject to the availability and performance of such Third-Party Materials for which they are dependent. Any Third-Party Materials utilized by Customer in connection with the Services, whether purchased or accessed by Customer directly, or made available as an integration by us, and not provided for under these Terms of Use, is subject to the applicable third-party license and Customer is solely responsible for abiding by such third-party licenses. For greater certainty, Third-Party Materials shall not include any third-party materials or information which are incorporated into, integrated with, or linked with or to the Services, and which we distribute or license to its customers generally without the customer’s knowledge or consent.

ARTICLE 3     GOVERNANCE OF CHANGE REQUESTS 

3.1                   Dependencies 
In connection with our provision of the Services, Customer will: (a) reasonably cooperate with us (including providing timely decisions and approvals, as applicable); and (b) perform those tasks and assume those responsibilities specified in the applicable Transaction Document, or otherwise agreed in writing (together, the “Customer Dependencies”). Customer understands that our performance is dependent on Customer’s timely and effective satisfaction of the Customer Dependencies, and we will not be held responsible for a failure to perform or delay in performance of its obligations under this Agreement to the extent caused by Customer’s failure to do so. We will be entitled to rely on all decisions and approvals of Customer in connection with the Services.

3.2                   Change Request Procedure 
In connection with our provision of the Services,

1. Each Party will follow the procedure (the “Change Request Procedure”) set out in this Section should it wish to make any material change, addition, reduction, deletion, modification, relocation, improvement, amendment, delay, rescheduling or adjustment (a “Change”) to the Implementation Services.
2. Either Party may send a notice to the other Party requesting a Change.
3. Either Party may request a change by sending the other a notice (each, a “Change Request”), which notice will specify the Change in reasonable detail to enable the recipient to evaluate it.
4. Upon receipt of a Change Request, we will prepare an estimate describing the Change and any applicable fees. No Change will be binding unless the Parties execute a Change Order or other Transaction Document.

ARTICLE 4     UPDATES 

4.1                   Services Updates 
We reserve the rights to make changes and updates to the Services. We will inform Customer of any planned material changes or upgrades to its Platform Services by sending an email notification or posting on the Platform Services. In case of any emergency, unplanned modifications or updates, or a minor change to APIs or Platform Services, we will notify Customer. We reserve the rights to provide Support Services only in respect of the most recent version of the Platform Services.

ARTICLE 5     PROPRIETARY RIGHTS 

5.1                   Reservation of Rights 
We own all right, title, and interest, including Intellectual Property Rights, in and to: (a) the Services; (b) Aggregated and Statistical Information; (c) any materials or work product developed or provided by us to Customer under a Transaction Document or as part of the Implementation Services; and (d) any changes, updates, enhancements, adaptations, translations, or derivative works to the foregoing. Except for rights expressly granted to Customer, all other rights in and to the Services are expressly reserved by us and its licensors.

5.2                   Feedback 
We may freely use any suggestions, feedback or ideas Customer may provide. By providing any feedback to us, Customer grants us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, royalty free license to use the feedback that Customer provides. We may put any provided feedback in various uses that may include but are not limited to modifying and improving the Services, our other current and future services/products, advertising or marketing materials without any payment or other further obligation to Customer.

5.3                   Customer Data 
As between Customer and us, Customer owns and retains ownership of Customer Content that the Customer provides, stores or processes through the Services including End User Data and any other Personal Data that Customer provides about Customer’s End Users (“Customer Data”). Customer hereby grants us and our Affiliates a worldwide, royalty-free, and non-exclusive license to access Customer Data and End User Data in order to: (a) provide the Services; (b) perform the obligations set out in this Agreement or required under applicable laws; and (c) improve the Services and to create aggregated and de-identified information, according to industry standard, that does not contain any Personal Data (“**Aggregated and Statistical Information **”). Together with Section 5.2, the licenses granted to us by Customer constitutes the “Customer Content License”.

To the extent that any Customer Data includes any Personal Data, such Personal Data shall be held and processed by us in accordance with the terms of privacy policy as set out on the Site: here and, to the extent required by applicable Law.

5.4                   Warranties 
Customer represents and warrants to us that Customer has all the rights, power and authority necessary to grant the above Customer Content License and that use of the Customer Content in the manner contemplated will not breach the rights of any third party. Customer is solely responsible for obtaining, and will obtain, all rights, consents, and permissions from, and making all requisite disclosures to, Authorized Customer Users and End Users, in each case as required under applicable laws, for: (a) its use of their End User Data in connection with the Services; and (b) for us to perform the Services and the obligations under this Agreement, including to collect, procure, gather, store, process and access End User Data and/or Personal Data. Customer agrees that it will (i) not request any sensitive personal information, including credit card or banking information, or personal health information, from its End Users through the Services; and (ii) inform us of any data protection laws applicable to Authorized Customer Users or End Users.

5.4                   Content Responsibilities 
Customer is responsible for any and all Customer Content provided hereunder and for compliance with these Terms of Use, including obtaining all necessary licenses, permissions, and consents to enable all material comprising Customer Content to be made available to us for us to transmit, host and store. For greater certainty, Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. For greater certainty, Customer shall make any disclosures in its privacy notices, or as otherwise required under law, regarding Customer’s use of the Services to collect and process End User Data (such as disclosing use of a virtual third-party chatbot and storage of chat conversations).

ARTICLE 6     PRICE & PAYMENT 

6.1                   Services Fees 
The fees for Services ordered by Customer are those fees as described in the applicable Transaction Document. Additional products and services, including premium features, which are not listed in the Transaction Document, may be subject to additional fees. If Customer purchases a set number of Conversations and exceeds the Conversation limit in the Order Form, we will invoice Customer for the additional Conversations at the rates agreed to in the Order Form or our then-current rates. Fees for any Renewal Term (as defined below) shall be subject to a 10% increase for the same Services.

6.2                   Invoices and Payment 
According to the terms outlined in the Transaction Document, we will implement a pre-payment method for invoices and billing, with receipts provided upon successful payment transactions. Unless otherwise stated in the Transaction Document, invoice billing and payment shall be either annual or monthly upfront payments. Service provision will begin only after successful payment by the Customer and upon receipt of the confirmation email sent by us. Customer shall pay invoices by wire transfer or ACH (Automated Clearing House) direct payments. Amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Services.

6.3                   Taxes 
Unless otherwise stated, our fees do not include any direct or indirect local, state, provincial, federal, or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases pursuant to these Terms of Use. If we have the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides us with a valid tax exemption certificate authorized by the appropriate taxing authority.

ARTICLE 7     CONFIDENTIALITY 

7.1                   Confidential Information 
As used herein, “Confidential Information” means all confidential and proprietary information of a Party (the “Disclosing Party”) disclosed to the other Party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the information on the Order Form, the Customer Data, the non-public aspects of the Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.2                   Confidentiality 
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, we may disclose this Agreement to its Affiliates, actual and prospective investors, shareholders, consultants, contractors, advisors, and partners.

7.3                   Protection 
Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

7.4                   Compelled Disclosure 
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.5                   Remedies 
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

ARTICLE 8     SUSPENSION OF SERVICES 

8.1                   Suspension of Services 
We reserve the rights to suspend Customer’s access to the Services upon the occurrence of any of the following:

1. degradation or instability of any part of the Platform Services, in which case we will endeavour to provide prior written notice to Customer;
2. if Customer’s account is thirty (30) days or more overdue. Such is in addition to any of our other rights or remedies and will persist until Customer has paid all outstanding amounts in full;
3. an emergency, suspected fraud, enforcement by external authorities or regulatory requirement without notice or on provision of at least ten (10) days’ prior written notice to Customer where practicable; or
4. Customer’s failure to abide by the Agreement.

We shall have no responsibility or liability for any losses, lost profits, potential lost business opportunities or other damages that might arise in relation to our suspension of Customer’s access to the Services.

ARTICLE 9     TERMS AND TERMINATION 

9.1                   Term 
This Agreement will be in effect for the period set out in the Transaction Document, including for clarity the Initial Term and any Renewal Term specified therein (the “Term”). If the Renewal Term is not defined or specified in the Transaction Document, this Agreement will automatically renew for successive one (1) year periods beginning on the expiry of the Initial Term unless either Party provides thirty (30) days’ prior written notice to the other Party of its intent not to renew. Notwithstanding anything in this Agreement, in the event that the Parties are in good faith negotiating the terms of any Renewal Term, the terms of this Agreement and the most recent Transaction Document shall govern until the execution of any subsequent Transaction Document.

9.2                   Termination 
9.2.1 Either Party may terminate this Agreement immediately on written notice if the other Party:

1. commits a material breach of this Agreement, which is capable of remedy, and the Party in breach fails to remedy the breach within thirty (30) days of written notice from the other Party;
2. commits a material breach of this Agreement which cannot be remedied;
3. is repeatedly in breach of this Agreement and has been given prior notice in writing that a further breach of this Agreement will result in its termination;
4. is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if it goes into either voluntary (other than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs; or
5. is unable, as a result of a Force Majeure Event or for any other reason, to comply with a material portion of this Agreement for a continuous period of not less than sixty (60) days.

9.2.2 In the event of non-payment by the Customer on or before the Renewal Term or the last day of service provision preceding the Renewal Term, this Agreement shall be terminated automatically, which shall take effect in accordance with the terms herein.

9.2.3 Customers shall remove all materials, tags and code placed on the Customer’s website and/or in the Customer’s mobile application as part of the services within 24 hours of termination or expiration of this Agreement. Upon termination of this Agreement, Customers remain responsible for the fees for the remainder of the Term (if applicable), which we shall bill one charge immediately upon termination.

9.3                   Effect of Termination 
The following are effects of termination:

1. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
2. Upon termination of this Agreement, Customer shall, at our choice, return all Confidential Information and any copies thereof or destroy or permanently delete all such Confidential Information and provide written certification that it has done so.
3. Upon termination of this Agreement, at Customer’s request, we will destroy or permanently delete all Personal Data of Customer.
4. Notwithstanding anything to the contrary herein, the obligation to return, destroy or permanently delete all copies of the Confidential Information of the other Party does not extend to automatically generated computer backups or archival copies on parties’ automatic backup systems, provided that such copies are held in accordance with the provisions of this Agreement for so long as they are retained.

ARTICLE 10 WARRANTIES, DISCLAIMERS & INDEMNIFICATION 

10.1                 Mutual Warranties 
Each Party represents and warrants to the other Party that: (a) it is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) it has all requisite power and authority and approvals to execute, deliver and perform its obligations under these Terms of Use; (c) the execution and delivery of these Terms of Use and the performance of its obligations hereunder have been duly authorized by it and any necessary third parties; and (d) it will perform its duties and obligations hereunder in a careful, diligent, professional, proper, efficient and businesslike manner, consistent with industry standards.

10.2                 Disclaimer 
Except as specifically set out herein, the Services are provided “as is” and “where-is”, without any representation, condition and/or warranty of any kind. We and our licensors and/or suppliers make no other representations and give no other warranties or conditions, express, implied, statutory, or otherwise regarding the Services or content made available through the Services provided under this Agreement and we specifically disclaim any and all statutory representations, warranties, and/or conditions against non-infringement and any and all implied representations, conditions and/or warranties of merchantability, merchantable quality, durability, title, and fitness for a particular purpose to the maximum extent permitted by applicable law.

Customer understands that it shall be responsible for its own design and use of the Services, including Customer’s question and answer flows within the Bot and any Customer Data that Customer may integrate into the Bot. We shall have no liability for Customer Data (including Personal Data) that Customer chooses to submit, integrate with, access, or otherwise process through the Bot.

10.3                 Intellectual Property Indemnification 
If liable, we shall defend Customer against third-party claims resulting from infringement by the Services of any patent or any copyright or misappropriation of any trade secret (“IP Claim”), and pay amounts finally awarded by a court or included in a settlement approved by us, provided (a) we are promptly notified of any and all threats, claims and proceedings related thereto; (b) Customer provides reasonable assistance requested by us; and (c) Customer gives us sole control over defence and settlement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at its option and expense (A) replace or modify the Services to be noninfringing provided that such modification or replacement contains substantially similar features and functionality, (B) obtain for Customer a license to continue using the Services, or (C) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused Fees for the Services, calculated on a monthly prorated basis.

10.4                 Mutual Indemnification 
Each Party (the “Indemnifying Party”) agrees to defend the other Party and its Affiliates, officers, directors, employees and representatives (the “Indemnified Parties”) from and against any and all claims, complaints, demands, investigations, actions, suits and proceedings by any third party, for which the Indemnifying Party is liable for (each a “Third Party Claim/ Proceeding”), and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses and costs, including lawyer’s fees) awarded by a court or included in a final settlement arising from, connected with or relating to:

1. in the case of Customer as the Indemnifying Party, any breach of Sections 2.5, 5.4 or 5.5, any breach by Customer of applicable laws, or any third-party claim related to Customer Content, including if Customer Content infringes the rights, including Intellectual Property Rights or privacy rights, of any third party; or
2. in the case of us as the Indemnifying Party, the unauthorized disclosure by us of Personal Data, contrary to these Terms of Use, except arising from or otherwise attributable to any act or omission by the Customer.

10.5                 Conditions 
In consideration of the Indemnifying Party’s obligations under Section 10.4, the Indemnified Party shall: (a) promptly give the Indemnifying Party written notice of the Third-Party Claim/Proceeding; (b) give the Indemnifying Party sole control of the defence and settlement of the Third-Party Claim/Proceeding; and ( c) provide to the Indemnifying Party all reasonable assistance in defending and/or settling the Third-Party Claim/Proceeding.

10.6                 Exclusions 
The foregoing obligations do not apply to any IP Claim with respect to portions or components of the Services (i) not supplied by us, (ii) that are combined with other products, processes or materials where the alleged infringement relates to such combination, (iii) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (iv) where Customer’s use of the Services is not strictly in accordance with this Agreement, including the Acceptable Use Policy; or (v) Customer is not using the most recent version of the Platform Services.

ARTICLE 11 LIMITATION OF LIABILITY 

11.1                 Limitation on Indirect Liability 
Neither Party shall be responsible for any other person’s or entity’s errors, acts, omissions, failures to act, negligence or intentional conduct, including without limitation entities such as either Party’s Affiliates, subsidiaries, agents, or subcontractors. In no event shall either Party be liable for any consequential, incidental, punitive, or special damages which either Party or End Users, Affiliates, parent companies, associates, agents, officers, directors, or employees may incur or suffer in connection with this Agreement, including, resulting from either Party’s acts or omissions pursuant to this Agreement.

11.2                 Limitation on Amount of Liability 
To the maximum extent permitted by applicable law, each Party’s aggregate liability for all claims relating to this Agreement shall not exceed the equivalent of the Fees paid by Customer to us in the previous three (3) months preceding the claim.

11.3                 Exceptions to Limitations 
These limitations of liability do not apply to either Party’s indemnification obligations under Article 10. In respect of our indemnification obligations under Article 10, our aggregate liability for all claims shall not exceed the equivalent of the Fees paid by Customer to us in the previous twelve (12) months preceding the claim.

ARTICLE 12 FORCE MAJEURE 

12.1                 Circumstances 
Neither Party will be liable for incomplete fulfilment or non-fulfilment of their obligations under these Terms of Use, excluding any payment obligations, or for losses incurred due to any circumstance that the parties could not reasonably foresee or are beyond the parties’ reasonable control and directly affect the activities contemplated by these Terms of Use, including but not limited to normative acts issued by the state and government institutions and binding for the parties, strikes, natural disasters, war or any kind of military operations, blockade, and epidemics (a “Force Majeure Event”).

12.2                 Conditions 
The Party that cannot fulfil its obligations as a result of a Force Majeure Event shall immediately inform the other Party and confirm such notice in writing not later than seven (7) calendar days from the date of occurrence of such Force Majeure Event. Such notice must contain the obligations that are unable to be fulfilled and provide an expected timeline of when such obligations will be able to be provided. If a Party fails to provide such notice in accordance with this Section 12.2, such Party is prohibited from relying on such Force Majeure Event as grounds for release from liability for incomplete fulfilment or non-fulfilment of its obligations.

12.3                 Termination
Where a Force Majeure Event affects a Party’s ability to fulfil their obligations under this Agreement, such fulfilment of the affected parties’ obligations is suspended until the end of such Force Majeure Event, except that if the Force Majeure Event remains unresolved for sixty (60) days or more, either Party may elect to terminate this Agreement without liability to the other.

ARTICLE 13 MISCELLANEOUS 

13.1                 Relationship 
The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

13.2                 Responsibility for End-User Support 
Except as set out in a Transaction Document, Customer acknowledges and agrees that we have no obligation to provide support or technical assistance to the Authorized Customer Users or End Users of Services.

13.3                 Interpretation 
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, all references in this Agreement to designated “sections”, “paragraphs”, “articles” and other subdivisions are references to the designated sections, paragraphs, articles, and other subdivisions of this Agreement:

1. The words “herein”, “hereof” and “hereunder”, and other words of similar import, refer to this Agreement as a whole and not to any particular section, paragraph or other subdivision;
2. The headings are for convenience only and do not form a part of this Agreement, nor are they intended to interpret, define, or limit the scope, extent, or intent of this Agreement, or any of its provisions;
3. Where the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, and the words following “include”, “includes” or “including”, as the case may be, shall not be considered to set forth an exhaustive list;
4. Unless otherwise stated in a Transaction Document, all references to currency shall mean Canadian currency;
5. Any reference to any person shall include and shall be deemed to be a reference to any entity that is a successor to such entity; and
6. Words importing gender include all genders, and words importing the singular include the plural, and vice versa.

13.4                 Governing Law and Jurisdiction 
This Agreement shall be governed by and construed in accordance with the laws of Malaysia and the Parties irrevocably agree to submit to the exclusive jurisdiction of the Courts of Malaysia.

13.5                 Assignment 
Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign this Agreement in its entirety, without consent of the other Party, to an Affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this Section 13.5 shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

13.6                 Publicity 
We may publicly identify the Customer as a customer of us, including using Customer’s name and logo in marketing materials, provided consent shall not be required for us to identify Customer during communications with our partners, customers, prospects, or investors, which for clarity may include investor and/or earnings calls.

13.7                 Notices 
All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and in English and delivered personally or sent by prepaid registered post (by air-mail if to or from an address outside Malaysia) with recorded delivery, or by courier or e mail addressed to the intended recipient thereof at his address or at his e mail address set out hereunder (or to such other address or e mail address as a party to this Agreement may from time to time duly notify the other). Any such notice, demand or communication shall be deemed to have been duly served (if delivered personally or given or made by e mail) immediately or (if given or made by registered post or courier) forty-eight (48) hours after posting or (if made or given to or from an address outside Malaysia) five (5) Business Days after posting, and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed as a prepaid registered letter or that the e mail was properly addressed and sent.

Our address and e-mail address for the above purposes of this Clause 13.7 as follows:

Address          : C-16-07, Sunway Nexis Biz Suite, No.1, Jalan PJU 5/1, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia.
E-mail Add.     : legal@sccomms.com.my

13.8                 Binding Nature of Agreement 
This Agreement shall ensure to the benefit of and shall be binding upon the Parties hereto together with their successors and permitted assigns.

13.9                 Amendments and Waiver 
We may amend these Terms of Use by providing notice to Customer, including by updating these Terms and Conditions on the Site. Any updates shall come into effect upon notice to Customer.

13.10               Further Assurances 
The Parties covenant and agree to do such things and execute such further documents, agreements and assurances as may be necessary or advisable from time to time in order to carry out the terms and conditions of this Agreement in accordance with their true intent.

13.11               Severability 
If any provision of this Agreement is held to be invalid, unenforceable, or illegal, such provision shall be deemed to be independent and severable from the remaining provisions of this Agreement, and the remaining provisions of this Agreement shall not be affected and shall be valid and enforceable to the full extent permitted by law.

13.12               Rights and Remedies Cumulative
Except as provided in this Agreement, the rights, powers, remedies, and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies, and privileges provided by law.

13.13               Survival 
The obligations and rights of the parties that may have arisen or accrued under the Agreement will survive the termination or expiration of the Agreement without prejudice. All provisions of these Terms of Use which by their nature should survive in order to give effect to these Terms of Use, shall survive termination or expiration.

13.14               Entire Agreement 
These Terms of Use and the Transaction Document, as well as any addenda, exhibits and attachments thereto, constitute the entire agreement between Customer and us pertaining to the subject matter of these Terms of Use and supersedes all prior agreements and understandings between Customer and us, including but not limited to anything set out in a Customer purchase order or similar documentation. In the event of any conflict between the terms and provisions of these Terms of Use, the Transaction Document, and/or those of any exhibit, schedule, attachment, or appendix, the following order of precedence shall govern: (a) first, the Transaction Document (if there are more than one active than whichever is most recently signed followed be earlier Transaction Documents); (b) second, these Terms of Use, excluding its exhibits, schedules, attachments, and appendices; (c) third, the exhibits, schedules, attachments, and appendices to this Agreement as of the Effective Date; and (c) fourth, any other documents incorporated herein by reference.

13.15               Language 
The Parties have expressly requested and required that this Agreement and all related documents be written in the English language.

WEBSITE TERMS OF USE
Effective: 1st June 2024
Last Updated: 1st June 2024

These Terms of Use (“Terms of Use”) govern your (as defined below) access to and use of our services and site (as defined below). These Terms of Use form a binding legal agreement between SC Communications Sdn Bhd (“us”, “we”, “our”) and the user who accesses or uses the services or site in any way (“You”).

By using the site or services (including any engaging with the Bot) in any way, you hereby agree to these Terms of Use, as well as our privacy policy and cookies policy. If you are using the services on behalf of our Customer, then use of the services shall also be subject to the services agreement entered into between Customer and us.

ARTICLE 1: WEBSITE AND SERVICES

1.1 Use of the Site
Subject to Your compliance with these Terms of Use, we may, on the terms and conditions set out in these Terms of Use, provide You with access to and use of our website located at www.sccomms.com.my and any subpages (collectively, the “Site”).

1.2 Use of the Platform Services
Subject to Your compliance with these Terms of Use, we may, on the terms and conditions set out in these Terms of Use, provide You with access to our proprietary conversational, artificial intelligence powered software services (“Platform Services”) and any other products and services otherwise made available by us under these Terms of Use (collectively, the “Services”). In order to provide the Services, it will be necessary for us to communicate with You through various pre-integrated third-party business applications, custom-integrated business application and messaging channels, including WhatsApp, WeChat, Messenger, instant messaging, email and SMS. Accordingly, You consent and grant us permission to communicate with You through such channels, and further agree to provide us with any further evidence required to document or affirm such consent and permission, in each case as required by applicable laws, in connection with these Terms of Use or our performance of the Services.

1.3 Product Evaluation or Sandbox Usage
We may make available a free or discounted version of the Site, Platform Services or other Services on a trial basis. If access is provisioned to You, we grant You a limited, personal, non-transferable, non-sub-licensable, revocable internal license to use the Services for non-production, evaluation purposes during the applicable trial period.

NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE TERMS, ACCESS TO THE TRIAL VERSION OF THE SERVICES IS ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND. ANY DATA OR CONTENT UPLOADED TO THE SERVICES BY COMPANY MAY BE PERMANENTLY LOST UPON EXPIRY OF THE TRIAL PERIOD.

ARTICLE 2: SERVICE RESTRCTIONS

2.1 Services Restrictions
You shall use the Services solely as contemplated in these Terms of Use and shall not directly or indirectly license, sublicense, sell, resell, lease, transfer, assign, distribute, time-share or, save as expressly permitted by these Terms of Use, otherwise make the Services available to any third party including through any file-sharing method or any application hosting service. You represent and warrant all use of the Site and Services shall be in compliance with our Acceptable Use Policy.

ARTICLE 3: PROPRIETARY RIGHTS

3.1 Reservation of Rights
We own all right, title and interest, including Intellectual Property Rights, in and to: (i) the Services and Site; (ii) Aggregated and Statistical Information (as defined below); and (iii) any changes, updates, enhancements, adaptations, translations, or derivative works to the foregoing. Except for the limited rights expressly granted to You, all other rights in and to the Services are expressly reserved by us and our licensors.

3.2 Feedback
We may freely use any suggestions, feedback, or ideas You may provide. By providing any feedback to us, You grant us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, royalty free license to use the feedback that You provide. We may put any provided feedback in various uses that may include but are not limited to modifying and improving the Site and Services, our other current and future services/products, advertising or marketing materials without any payment or other further obligation to You.

3.3 End User Data
You hereby grant us a worldwide, royalty-free, and non-exclusive license to access any data relating to You that we receive either directly or indirectly from You, which may include Your personal information (“End User Data”). End User Data in order to: (a) provide the Services; (b) perform the obligations set out in these Terms of Use; (c) improve the Services and to create aggregated and de-identified information (“Aggregated Statistical Information”).

ARTICLE 4: TERM AND TERMINATION

4.1 Term and Termination
These Terms of Use will commence when You first use our Site or Services and will continue until terminated by either party in accordance with the terms and conditions set out in these Terms of Use (the “Term”). We may terminate these Terms of Use for convenience, at any time, by providing written notice to You.

4.2 Surviving Provisions
The following provisions shall survive any termination or expiration of these Terms of Use: Section 2.1, Article 3, Article 5, Section 4.2, and Article 5.

ARTICLE 5: WARRANTIES, DISCLAIMERS & INDEMNIFICATION

5.1 Warranties
You represent and warrants that: (a) You have the right and authority to enter into these Terms of Use and to grant all rights granted by You in these Terms of Use; (b) if You are accessing or using the Services on behalf of another person or entity, that You have the authority to bind such person or entity to these Terms of Use; and (c) Your use of the Site and Services will comply at all times with the Acceptable Use Policy and all applicable laws and regulations.

5.2 Disclaimer
TO THE EXTENT FULLY APPLICABLE BY LAW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “WHERE-IS”, WITHOUT ANY REPRESENTATION, CONDITION, AND/OR WARRANTY OF ANY KIND. WE AND OUR LICENSORS AND/OR SUPPLIERS MAKE NO REPRESENTATIONS AND GIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SITE OR SERVICES PROVIDED UNDER THESE TERMS OF USE AND WE SPECIFICALLY DISCLAIM ANY AND ALL STATUTORY REPRESENTATIONS, WARRANTIES, AND/OR CONDITIONS AGAINST NON-INFRINGEMENT AND ANY AND ALL IMPLIED REPRESENTATIONS, CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE SERVICES WILL BE PROVIDED WITHOUT INTERRUPTION OR BE ERROR FREE.

5.3 Indemnification
You agree to indemnify, defend and hold us and our officers, directors, employees and representatives harmless from and against any and all claims, complaints, demands, investigations, actions, suits and proceedings by any third party and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses and costs, including lawyer’s fees) arising from, connected with or relating to: (a) Your use of the Site or Services contrary to these Terms of Use; and (b) any data, information or other materials that You makes available to us (including in respect of personal information).

ARTICLE 6: LIMITATION OF LIABILITY

6.1 No Customer Relationship; Resolution of Disputes
YOU ACKNOWLEDGE AND AGREE THAT, UNLESS YOU HAVE ENTERED INTO A SEPARATE SERVICES AGREEMENT WITH US, YOU ARE NOT A CUSTOMER OF OURS AND THAT WE ARE MAKING AVAILABLE THE SITE AND/OR SERVICES TO YOU ON BEHALF OF THIRD PERSONS OR THIRD-PARTY ORGANIZATIONS. ACCORDINGLY, YOU WILL RESOLVE ANY DISPUTES DIRECTLY WITH SUCH THIRD PERSONS OR THIRD-PARTY ORGANIZATIONS AND NOT US. SUCH THIRD PERSONS OR THIRD-PARTY ORGANIZATIONS MAY HAVE AN AGREEMENT WITH YOU GOVERNING THE CHATBOT PLATFORM SERVICES. IN THE EVENT OF ANY CONFLICTS OR INCONSISTENCY BETWEEN THE PROVISIONS OF SUCH AGREEMENT AND THE PROVISIONS OF THESE TERMS OF USE, THE PROVISIONS OF THESE TERMS OF USE WILL PREVAIL TO THE EXTENT OF SUCH CONFLICT OR INCONSISTENCY.

6.2 Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THESE TERMS OF USE. TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES, EXCEED $100 USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

ARTICLE 7: MISCELLANEOUS

7.1 Interpretation
For all purposes of these Terms of Use, except as otherwise expressly provided or unless the context otherwise requires:

1. All references in these Terms of Use to designated “sections”, “paragraphs”, “articles” and other subdivisions are references to the designated sections, paragraphs, articles and other subdivisions of these Terms of Use;
2. The words “herein”, “hereof” and “hereunder”, and other words of similar import, refer to these Terms of Use as a whole and not to any particular section, paragraph or other subdivision;
3. The headings are for convenience only and do not form a part of these Terms of Use, nor are they intended to interpret, define or limit the scope, extent or intent of these Terms of Use, or any of its provisions;
4. Where the words “include”, “includes” or “including” are used in these Terms of Use, they shall be deemed to be followed by the words “without limitation”, and the words following “include”, “includes” or “including”, as the case may be, shall not be considered to set forth an exhaustive list;
5. Any reference to any person shall include and shall be deemed to be a reference to any entity that is a successor to such entity; and
6. Words importing gender include all genders, and words importing the singular include the plural, and vice versa.

7.2 Governing Law and Jurisdiction
These Terms of Use shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of Malaysia. Each of the parties hereto hereby attorns to the exclusive jurisdiction of the courts of Malaysia.

7.3 Assignment
You may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of us. Any attempt by You to assign its rights or obligations under these Terms of Use in breach of this Section shall be void and of no effect. We may assign any of its rights or obligations hereunder without Your consent. Subject to the foregoing, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

7.4 Binding Nature of Agreement
These Terms of Use shall ensure to the benefit of and shall be binding upon the parties hereto together with their successors and permitted assigns.

7.5 Amendments
We may amend these Terms of Use and any time by providing notice to You, including by posting an amendment version of these Terms of Use on the Site.

7.6 Further Assurances
You covenant and agree to do such things and execute such further documents, agreements and assurances as may be necessary or advisable from time to time in order to carry out the terms and conditions of these Terms of Use in accordance with their true intent.

7.7 Severability
If any provision of these Terms of Use is held to be invalid, unenforceable or illegal, such provision shall be deemed to be independent and severable from the remaining provisions of these Terms of Use, and the remaining provisions of these Terms of Use shall not be affected and shall be valid and enforceable to the full extent permitted by law.

7.8 Rights and Remedies Cumulative
Except as provided in these Terms of Use, the rights, powers, remedies and privileges provided in these Terms of Use are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

7.9 Survival of Obligations
The obligations and remedies of the parties and all rights and obligations of either party that may have arisen or accrued prior to termination or expiry of these Terms of Use survive termination or expiry of these Terms of Use.

7.10 Force Majeure
We shall not be liable for delays caused by any event beyond its reasonable control, including acts of God.

7.11 Entire Agreement
These Terms of Use constitute the entire agreement between You and us pertaining to the subject matter of these Terms of Use and supersedes all prior agreements and understandings between You and us.

7.12 Language
The parties have expressly requested and required that these Terms of Use and all related documents be written in the English language.

SERVICE SPECIFIC TERMS
Effective: 1st June 2024
Last Updated: 1st June 2024

In addition to Customer Terms of Use, or other agreement (in each case the “Agreement”) entered into between SC Communications Sdn Bhd or its affiliates (“us”, “we”, “our”) and Customer, if Customer utilizes any Services listed below, Customer’s use of the Services is subject to Customer’s compliance with these Service Specific Terms, to the extent applicable.

Any capitalized terms used below that are not defined in these Service Specific Terms shall have the meanings set forth in the Agreement.

1. VOICE, VIDEO AND MESSAGING SERVICES

1.1 “Voice Conversation” means a call connected between Voice Services and an End User of Customer, which begins when the call is connected and the End User starts speaking as detected by Speech to Text technology, and ends when it is disconnected for any reason, including but not limited to End User or Bot hanging up or disconnection due to loss of network connection.

1.2 “Video Conversation” means a video call connected between Video Call Services and an End User of Customer, which begins when the video call is connected and the End User starts speaking as detected by our human agents and/or hyper-realistic avatar generated by artificial intelligence, and ends when it is disconnected for any reason, including but not limited to End User or Bot hanging up or disconnection due to loss of network connection.

1.3 Fair Use. Customer agrees that the use of the Voice and/or Video Call Services are subject to (a) each Voice and/or Video Conversation having an average call length of three (3) minutes; (b) each Bot processing up to thirty (30) concurrent Voice and/or Video Call Conversations; and (c) as well as any other call volume, call length, or other limits that may be set out in the Order Form between Customer and us (collectively, “Fair Use Limits”). If Customer exceeds any Fair Use Limits, we reserve the right to charge Customer for any overages and/or suspend the Voice and/or Video Call Services.

1.4 Voice and Video Call Requirements. Customer acknowledges and agrees that it must have a valid subscription, in good standing, with our third-party primary voice services provider and our third-party primary video call services provider (collectively, the “Third Party Services Providers”) and pay for all fees associated with Customer’s use of the Third-Party Services Providers’ services, which may include (a) voice and video call services for managing, making, receiving, and recording phone calls and video calls; and (b) messaging services for sending and receiving messages, pictures and videos. Customer agrees to comply with all of the Third-Party Services Providers’ applicable terms and policies, and for greater certainty, we shall have no liability to Customer for Customer’s inability to use the Voice and/or Video Call Services if Customer’s accounts with the Third-Party Services Providers are suspended or terminated.

1.5 Call Recordings. Calls processed through the Voice and Video Call Services are recorded and stored by the respective Third-Party Services Provider and then deleted in accordance with such Third-Party Services Provider’s data retention policies. Customer will have access to call recordings within the Voice and/or Video Call Services dashboard for at least 30 days, and transcripts of such recordings are made available in the dashboard for Customer’s view and access. An extended storage period of 60 days is provided upon the purchase of supplementary services. Our Data API can be used to export transcripts and not original call recordings.

1.6 Customer Responsibilities. Customer shall be responsible for (a) ensuring Customer provides adequate notice and/or obtains consent from end users who use the Voice and/or Video Call Services to collect caller information and record calls, in accordance with all applicable laws; (b) complying with all applicable laws, including but not limited to privacy laws, anti-spam laws, telemarketing laws, as well as applicable industry standards, such as guidance for short code campaigns.

1.7 Messaging Channel. In order to use the Messaging Channel, Customer acknowledges and agrees that it must have a valid subscription, in good standing, with our third-party messaging services provider (“Messaging Provider”) and pay for all fees associated with Customer’s use of the Messaging Provider’s services, which may include messaging services for sending and receiving messages, pictures and videos. Customer agrees to comply with all of the Messaging Provider’s applicable terms and policies.

2. THIRD-PARTY PRODUCTS

If Customer uses third-party services via our platform, the customer explicitly agrees to the sharing of its relevant data directly with the third-party service provider and agrees to be bound by all of the applicable terms and policies of the third-party providers, which may include the Terms of Service, Subscription Agreement, and any applicable Supplemental Terms.

3. BETA SERVICES

3.1 Definition. We may, at its sole discretion, make features, products, or services available to Customer on a trial, beta test, early adoption, pre-release or other experimental basis (collectively, “Beta Services”).

3.2 No Support. Unless otherwise agreed to by us, we are not obligated to provide Customer with any maintenance, technical or other support for the Beta Services. If, at our option, such support is provided, Customer agrees to abide by any support rules and policies that we provide.

3.3 No Guarantee of General Release. We reserve the right to add or remove any features or functionality of the Beta Services. Customer agrees that we have no obligation to make available a general commercial version of the Beta Services. Should a general commercial version be made available, it may have features or functionality that are different from those found in the Beta Services. Access to the Beta Services does not guarantee Customer any discounts or preferential pricing upon commercial release.

3.4 Restrictions. Our direct competitors are prohibited from accessing the Beta Services, except with our prior written consent. In addition, the Beta Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

3.5 Disclaimer. Customer agrees that the Beta Services are being provided as “early access” features that are not ready for general commercial release and these features may contain bugs, errors, or defects. The Beta Services also rely on third-party large language models (LLMs). Accordingly, the Beta Services are provided “as is.” We and our affiliates and licensors make no representations or warranties, or conditions of any kind, whether express, implied, statutory, or otherwise, regarding the Beta Services, including any warranty or condition that the Beta Services will become generally available, be uninterrupted, error-free, or free of harmful components, or that any content, including Customer Data, will be secure or not otherwise lost or damaged. In particular, we do not guarantee that any content generated by the features will be accurate and/or free from offensive or unauthorized content. It is Customer’s sole responsibility to monitor the content generated by the Beta Services and we disclaim any and all liability related to Customer’s use of the Beta Services. We may discontinue access to the Beta Services at any time or for any reason.

4. AUTOMATED RESOLUTIONS

4.1 Definition of Automated Resolution. An “Automated Resolution (AR)” is a Conversation between Customer and End User that is not Escalated. Such Conversations will be Relevant, Accurate and Safe.

1. “Relevant” means, in the context of a Conversation, the Customer and the End User, and subject to content submitted to the Services by the Customer (including the Customer’s Knowledge Hub, policies, FAQs, or trained Answers), the response provided by us is applicable or related to the inquiry raised by the End User.
2. “Accurate” means, in the context of a Conversation, the Customer and the End User, the responses provided by the Bot are accurate based on referencing, or related to, content submitted to the Services by the Customer (including the Customer’s Knowledge Hub, policies, FAQs, or trained Answers).
3. “Safe” means, in the context of a Conversation, the Customer and the End User, and subject to content submitted to the Services by the Customer ( including the Customer’s Knowledge Hub, policies, FAQs, or trained Answers), the responses provided by the Bot, do not engage in topics that cause danger or harm to the End User or their property.
4. “Escalated” means the End User was handed off to a live agent through the Services, or the Bot recommended contacting another Customer support channel (e.g. phone or email).

4.2 Billing for Automated Resolutions. We will invoice Customer up front ( in accordance with the billing schedule in the Order Form) for the number of Automated Resolutions purchased. Automated Resolutions will be calculated based on the average rate, using a sample size, at which Conversations result in Automated Resolutions.

5. GENERATIVE AI
The Services may contain generative artificial intelligence features that rely on internal or third-party large language models (“Generative AI, including to generate Customer Content. To the extent Customer utilizes any Generative AI features, Customer acknowledges and agrees that: (a) there is no guarantee that Customer Content generated will be unique to Customer, accurate, non-infringing, or free of offensive or unauthorized content, (b) Generative AI features should not be relied upon for medical, legal, financial, or other professional advice; and (c) Customer is solely responsible for its use of the Generative AI features, including use in compliance with applicable laws. We shall have no liability for any Customer Content generated by Generative AI features or Customer’s use of the Generative AI features.

6. UPDATES
We may update or modify these Service Specific Terms from time to time. Customer’s continued use of the Services constitutes Customer’s acceptance of the updated or modified Service Specific Terms.