1. Definitions

1.1. “Account” shall mean your account registered on the Platform, through which you use the Services;

1.2. „Additional Services” has the meaning set out in Section 2.9.; 

1.3. „Agreement” shall mean all documents that refer to the contractual relationship between PerfectBot and the Customer, in particular, but not limited to: the Terms of Services, the Order Form, and the applicable regulations and policies that are listed hereinbelow;

1.4. „Billing Cycle” means the interval of time from the Subscription Date (and the corresponding date of each next Billing Cycle) to the next billing statement date. Unless otherwise provided in the Order Form, the Billing Cycle is set on a recurring monthly basis and ends after a lapse of a full month;

1.5. „Billing Date” means the day (which may be set on a recurring basis) specified in the Order Form when Fees become due;

1.6. „Chatbot” means a software application designed to automate responses to repetitive questions asked in a conversational manner by visitors of online websites;

1.7. „Confidential Information” has the meaning set out in Section 8.1.;

1.8. „Conversation” means a set of chat messages exchanged with the Platform by the End User.

1.9. “Deactivation”  has the meaning set out in Section 4.5.;

1.10. „Documentation” means official Services and Platform descriptions published at https://perfectbot.ai and updated from time to time by PerfectBot. Such Documentation identifies specific features, parameters, and functionality of the Platform (and its components);

1.11. „Effective Date” means the day on which you obtain access to the Platform by registering the Account, or otherwise; 

1.12. „End User(s)”  means any Customer’s website visitors and potential customers that use Chatbot, 

1.13. „Authorized User(s)” means a user authorized to access or use the Platform;

1.14. „Feedback” has the meaning set out in Section 10.4.;

1.15. „Fees” means, collectively, all fees set out in Section 3 and any other fees implemented by PerfectBot according to the Agreement;

1.16. „GDPR” means the General Data Protection Regulation (EU) No. 2016/679;

1.17. „Infrastructure” means a set of infrastructure elements such as servers and networking infrastructure designed for the operation of the Platform;

1.18. “Input” means content provided by you, the Authorized Users, or End Users during Conversations, including in particular questions, data, information submitted during a Conversation; 

1.19. “Limited Industries”  has the meaning set out in Section 7.3.4.;

1.20. „Marks” has the meaning set out in Section 6.3.; 

1.21. „Materials” means all content, including Input, photos, images, videos, graphics, written content, audio files, code, information, reports, data, Customer’s Marks, or other content posted, uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with the Customer’s account to the Platform, excluding PerfectBot IP. 

1.22. „Modification” means any derivative work based on the Platform (as the case may be), including modifications, supplements, enhancements, or additions thereof or thereto, that are developed by the Customer or any third party on behalf of Customer, including without limitation, any software related to the configuration, integration, implementation, or localization of the Platform;

1.23. „PerfectBot IP” has the meaning set out in Section 6.2.;

1.24. „Order Form” means the electronic form available on the Platform completed by the Customer, to order the Services or any other document which PerfectBot and the Customer conclude for providing the Services or access to the Platform.; 

1.25. “Output” means content generated by the Services based on the Input, in particular, messages delivered by the Chatbot, such as answers to questions, data, information, or other results; 

1.26. „Personal Data” has the meaning set out in Section 9.2.;

1.27. „Platform” has the meaning set out in Section 2.1.; 

1.28. „Platform API” means application programming interface, as well as other commands or instructions that allow other software products to communicate with or call on the Platform provided under this Agreement;

1.29. „Platform Fees” has the meaning set out in Section 3.1.; 

1.30. „Sensitive Personal Information” means any of the following: (i) credit, debit or other payment card data; (ii) patient, medical or other protected health information; (iii) any other personal data of an EU citizen deemed to be in a „special category” (as identified in GDPR or any successor directive or regulation); or (iv) any other personal data of a US citizen deemed to be sensitive, in particular, in accordance with the California Privacy Rights Act, Virginia Consumer Data Protection Act, and the Health Insurance Portability and Accountability Act;

1.31. „Services” means the services provided by PerfectBot to Customer pursuant to this Agreement, as further described in the Agreement;

1.32. “Subscription Date” has the meaning set out in Section 4.1.;

1.33. „Subscription Plan” has the meaning set out in Section 2.2.;

1.34. „Subscription Period” has the meaning set out in Section 4.1.;

1.35. „Third Party Rights” has the meaning set out in Section 7.2.2.2.;

1.36. „Third Party Products” means any software or hardware or service that:

1.36.1. is manufactured by a party other than PerfectBot; and

1.36.2. is integrated with the Platform according to the Documentation.

2. PerfectBot Platform and Services

2.1. General. 

2.1.1. Services. PerfectBot’s services („Services”) mean provision, maintenance, support, and optimization of cloud-hosted software-as-a-service (SaaS) PerfectBot Platform („Platform”) with a Chatbot that allows you to automate online chat Conversations. The Platform is hosted in Google Cloud and is closely integrated with Google Cloud Platform (referred to in Section 2.6.3.) and OpenAI (referred to in Section 2.6.5.) Products and Services. The Platform is designed so that it can or will use Third-Party Products as inseparable components of the Platform and you may import and export your Materials and Output between the Platform and certain Third-Party Products through supported integrations. You acknowledge that the Platform uses artificial intelligence algorithms to gradually adapt to your business specifics over time while in use.

2.1.2. Conversation. A Single Conversation: (i) has at least one reply from the Chatbot, (ii) may include a handover request to a human customer service agent, (iii) may include any number of messages between an End User and Chatbot. A Conversation may be shut down automatically based on the settings of the Third Party Product that is integrated with the Platform and supports the Conversation, or the Chatbot itself, as well as the End User or the customer service agents handling the Conversation. If the Conversation isn’t shut down automatically, after 1 day of inactivity (without any new messages from the End-User), the Conversation will be counted as a new Conversation, which shall be billable (subject to Fees, in accordance with Section 3 below).   

2.2. Subscription Plans. Services may be offered to you in specific subscription plans („Subscription Plan(s)”) which may vary, such as by the type, scope, or pricing of the Services.

2.3. Access to Services. You or your staff may have access to the Services only as an Authorized User and use them according to the terms that are specified in these Terms of Service, the Documentation, and any scope of use restrictions indicated in the Order Form. Remember, that you will be responsible for any and all actions taken via your and your Authorized Users’ accounts and passwords. 

2.4. Infrastructure. You are responsible for obtaining and maintaining appropriate infrastructure and ancillary services such as (but not limited to) computers, computer operating systems, data storage, network devices, and web browsers in order to connect to, access, or otherwise use the Platform. 

2.5. PerfectBot limited Platform’s API access. If we grant access to any Platform’s API, we are allowed to limit or suspend access to it (e.g., limit the number of calls or requests) in situations when the quality of the Services is at risk. In particular, we are allowed to restrict the number of your calls or requests if we believe that your usage violates this Agreement or may negatively affect the Services or otherwise impose liability on us.

2.6. Third-Party Products. General. The Services may require to be integrated with certain Third-Party Products or support such integration. For integration purposes, you may be requested to ensure authorized access to Third-Party Products or to ensure access to relevant information from such Third-Party Products according to requirements provided by PerfectBot. Remember that you are responsible for being compliant with any terms and conditions of the Third-Party Products. For the avoidance of doubt, this Agreement governs your use of and access to the Services, even if integrated with a Third-Party Product. From the beginning of the Agreement, the Platform uses the following Third-Party Products which are an integral part of the Platform: (i) „Google Cloud Platform” provided by Google, Inc.; (ii) „Google Dialogflow” software provided by Google, Inc.; (iii) “OpenAI” software provided by OpenAI, L.L.C.; and (iv) one of the following helpdesk solutions, which you are required to obtain to use our Services:: (ic.a) „Gorgias” software provided by Gorgias, Inc.; or  (iv.b) „LiveChat” software provided by LiveChat, Inc. 

2.6.1. Gorgias. PerfectBot may be used as an add-on to the Gorgias software. The Gorgias software is available at https://www.gorgias.com. In order to use the Gorgias software, you are required to obtain it on your own, and at your own cost. Your contractual relationship, as well as any rights or obligations with regard to the services of Gorgias, are independent of our Agreement concluded with you. In order to use the services of Gorgias, you are solely required to accept and abide by any regulations of Gorgias, Inc. applicable to the Gorgias software, in particular the terms of use available at https://www.gorgias.com/legal/terms-of-use, as well as any privacy policies.

2.6.2. LiveChat. PerfectBot may be used as an add-on to the LiveChat software. We guarantee that: (i)  we are an official reseller of the „LiveChat” solution, available at https://www.livechat.com; (ii) LiveChat Inc. has agreed to cooperate with us in order to properly execute this Agreement, (iii) if you pay LiveChat Fees to us you become legitimate use of „LiveChat” software for the purpose of this Agreement; (iv) under this Agreement you enter into a license agreement with LiveChat on to the extent that the use of LiveChat is necessary to provide the Services under this Agreement. You hereby accept the LiveChat software terms of use available at: https://www.livechat.com/legal/terms-and-conditions/, and you are solely responsible for complying with the regulations of Livechat, Inc. regarding the use of LiveChat. You are allowed to choose the parameters of the „LiveChat” software (i.e. the number of license seats, and the type of license used), however, any change of those should be agreed upon with us and the Platform configuration should be adopted. 

2.6.3. Google Cloud Platform (GCP). Using the Services and/or Platform, you become the end user of the Google Cloud Platform, and you accept the applicable Google Cloud Platform software terms of use which are available at: https://cloud.google.com/terms as well as availability level for each of the services offered by the GCP Platform.

2.6.4. Google Dialogflow. Part of the Perfectbot Platform is built on Google Dialogflow service in an Essential Edition Trial version. You agree to the terms and conditions (including SLA)  thereof as outlined in https://cloud.google.com/dialogflow/docs/terms-trial-edition. 

2.6.5. OpenAI. The Perfectbot Platform runs based on OpenAI API. We use OpenAI API in accordance with the concluded data processing addendum of OpenAI, and the OpenAI regulations (including terms of use), available at: https://openai.com/policies. By concluding an Agreement with us, you agree to the policies of OpenAI, as referred to in the preceding sentence. Any material inaccuracies, errors, inconsistencies, as well as the misleading, incomplete, or outdated nature of the Output, as described in Section 7.3.2 below, may result in particular from the operation of the machine-learning OpenAI API. Therefore, our Services shall be used with caution. Please be advised that you should not use during the Conversation the information that may be treated as Sensitive Personal Information, even if it is referred only to you. We do not make any warranties and we do not bear liability for any malfunctions in the OpenAI API or errors in Output, as further detailed in Section 7 below. 

2.7. Storage of Materials. To avoid any doubt, we do not provide you with any storage or archive services for the Materials or Output.

2.8. Sensitive Personal Information. You must not use the Services and/ or Platform to collect, store, process or transmit any Sensitive Personal Information. We may use all reasonable measures to protect the security of Sensitive Personal Information according to applicable regulations and/or standards.

2.9. Additional Services. We may provide some additional services („Additional Services”) that are not listed in this Agreement (e.g. consultancy services, software development services, premium features). We will not provide any Additional Services until we expressly confirm this to you in writing. When authorized by an executed contract, Additional Services will be provided and compensated under the terms and conditions mutually agreed upon between you and PerfectBot.

3. Fees

3.1. Platform Fees. You will be obligated to pay the Fees for using the Platform („Platform Fees”) for each Billing Cycle during the Subscription Period as agreed in the Order Form. The Platform Fees will be based on an individual calculation taking into account your needs and will be specified in detail in the given Order Form. Our calculation may include some limitations (e.g. limit of Conversations). Unused limits from one Billing Cycle will not carry over to the next nor will we make any refunds or discounts.

3.2. Method of Fees’ Payment. Fees payable to us under the Agreement may be paid by (i) a traditional payment of the invoice issued by us to you for the Billing Cycle, if we agree to such method of payment; or (ii) by providing your card information for the purpose of charging recurring, automatic payments under the Agreement, on each Billing Date; and/or (iii) with the use of the services of third-party payment providers (in particular, but not limited to, Stripe). When providing card information, you consent to our initiating a series of payments of Fees on your behalf, in accordance with the Agreement. In this case, payment will automatically renew after the end of the applicable Billing Cycle. If necessary for the efficient use of the third-party payment provider’s services, you are obliged to accept the third-party regulations (terms and conditions). If payment is made automatically or otherwise, by third-party providers, as specified in points (ii) and (iii) above, you are obligated to verify whether that payment has been processed accordingly. We are not liable for your failure to provide accurate information for the purpose of the payment process or for any failure to charge the card payment which was not due to our fault. Making payments through third-party payment providers may incur additional fees or taxes on your side, which are not included in the cost of our Services, and shall be billed additionally. The Fees due to us are considered to be paid upon the date we receive the full amount of Fees due. From time to time, we may suspend or cancel payment if we suspect fraud or other unlawful behavior, which we shall inform you of. 

3.3. Gorgias Fees. In accordance with Section 2.6.1 above, you obtain the Gorgias software on your own, and at your own expense. We do not charge any Fees for the use of the services of Gorgias. Your contractual relationship with Gorgias, Inc. is independent of our Agreement concluded with you and is governed by the applicable regulations and agreement concluded between you and Gorgias, Inc.

3.4. LiveChat Fees. You can use your existing „LiveChat” license or purchase it from Us. We will charge for „LiveChat” software in accordance with their pricing (www.livechat.com) („LiveChat Fees”), which may change over time – in which case we will adjust our prices accordingly. We will include trial periods of LiveChat or similar where possible. The LiveChat Fees may also be changed if you request the change of the LiveChat service parameters (i.e. an increase in the number of license seats, type of license used). To make a change, you may contact us electronically, by sending an e-mail to hello@perfectbot.ai, indicating from which Billing Cycle the change is to occur – we will adjust our billing accordingly. Section 3.2. applies.

3.5. Timing of Payment. You will be required to pay Fees to us no later than the Billing Date for each Subscription Period. If payment of Fees is made automatically, as specified in 3.2. (ii) of this document, we will charge you on the Billing Date. If your usage limits for the Services are exceeded, we will be entitled to additional charges. The amount of these charges will be shown on your invoice report. 

3.6. Free Trial. If You register for a Free Trial of the Services, We will make such Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the Services; (b) the effective date of order form used to subscribe to the Service; or (c) termination of the Agreement during the trial by Us in Our sole discretion. During the Free Trial, these general Terms of Service apply. Please review the applicable Documentation during the trial period so that You become familiar with the features and functions of the Services under applicable Subscription Plans before You make Your purchase. Any data you enter into a Service, and any configurations or customizations made to a Service by or for you, during your Free Trial may be permanently lost unless you purchase a subscription to the same Service as covered by the trial.

3.7. Taxes. Our Fees do not include taxes and other public charges, excluding only taxes based on PerfectBots’ net income. If there is an obligation to pay them, you will be charged. For the avoidance of doubt, you shall be obliged to indemnify our staff and us against such costs. Where VAT shall be added to Fees in accordance with the applicable regulations, the Customer is required to provide the data necessary for us to issue a VAT invoice: including in particular, the business name of the Customer, address details, and a Tax Identification Number. The Customer consents to delivery of invoices in electronic form, to the e-mail address indicated by the Customer in the Order Form  (or otherwise, as agreed by the Parties). 

3.8. Unpaid Fees. If PerfectBot is not paid for Services, and your payment is more than 7 days overdue, we may suspend the Services in part or in whole. In case of suspension, the access will be reactivated upon payment of any outstanding Fees. During any suspension period, (i) you will not be able to access the Platform and/or LiveChat and (ii) Fees for Services will be calculated on an everyday basis. If the outstanding Fees remain unpaid for 14 days following the date of suspension, we may terminate the Agreement without any further notice and this will result in: (i) permanent termination of your access to the Platform; (ii) permanent removal of all your Data. Lack of payment will also result in a maximum interest charge and collection costs (including lawyers’ fees). 

3.9. Commercial Use. We make Services available for commercial use. Nevertheless, our technological solutions cannot be used by you for business competition with PerfectBot (in particular: white labeling for resale; inclusion as part of your own software suite). We may terminate this agreement immediately without prejudice to us if you turn out to be our competitor and we may pursue claims for unfair competition.

3.10. Fees Increase. We may change all or some of the Fees, in which case we will give you 60 days’ notice. If you do not terminate the Agreement before the lapse of 60 days, this will be treated as your acceptance of  the change and the changed Fees will be effective as of the date indicated. If you disagree with the change, you have the right to terminate the Agreement as outlined in Section 4.3. If the Fee increase referred to in this Section occurs during the period of Account Deactivation (as defined in Section 4.5.), reactivation of the Account shall be treated as your acceptance of the increased Fee, and the increased Fees will be charged.

4. Term and Termination

4.1. Term of the Agreement and the Subscription Period. This Agreement will start on the date of Your registration of the Account and will continue until terminated. Our paid Services are provided on a subscription basis for a term designated in the Order Form (“Subscription Period”), from the date of the conclusion of an Order Form (“Subscription Date”), and renew automatically with each Subscription Period prior to the end of the Subscription Period, unless otherwise agreed between Parties.

4.2. Termination for convenience. You may terminate the Agreement by submitting a written notice to our address or via e-mail sent to hello@perfectbot.ai. We may terminate the Agreement by e-mail notice.  Termination of the Agreement is only effective upon the expiry of the current Billing Cycle during the Subscription Period. If the Subscription Plan includes more than one type of Service, termination is effective upon the end of the Billing Cycle relating to the last type of Service launched. 

4.3. Termination in case of a breach. We may terminate this Agreement effective immediately, upon prior notice, if you fail to correct a material breach of your obligations within 7 days after the receipt of a notification from us to do so, in which case we are not obliged to make any refunds for Services pre-paid and not used prior to the termination date.

4.4. Effect of Termination. Upon the expiry or termination of the Agreement by either party for any reason: 

4.4.1. We will cease the Services and you  will no longer have access to the Platform (the Account will be deleted); 

4.4.2. You must uninstall and stop using any of the Services, the Platform, and other PerfectBot IP delivered by us. 

4.4.3 Any outstanding Fees or other charges owed by you to us will immediately become due and payable in full; 

4.4.4. Each party will immediately stop using the other party’s Confidential Information. 

4.5. Account Deactivation. Notwithstanding the right to terminate the Agreement, you have the right to temporarily deactivate your Account at any time by disabling the paid Subscription Plan via the Account dashboard on the Platform (by clicking “cancel plan”), or by preventing the Free Trial from converting into the paid Subscription Plan  (“Deactivation”). The Account (with a Paid Subscription) may be re-activated at any time. Deactivation is effective on the date of commencement of the next Billing Cycle (“Deactivation Date”). Upon the Deactivation Date, we will cease charging you with Fees, however, Fees due until the date of deactivation, remain in effect and are non-refundable. Fees pre-paid and unused due to the Deactivation will be refunded by us within 30 days from the Deactivation date.

4.6. Effect of Deactivation. In the event of Deactivation, we will suspend our Services on the Deactivation Date. Nevertheless, you will still have access to your Account and the Platform and will be able to test the Chatbot on the Platform. In the event of Deactivation of all of the Services under the Subscription Plan, we reserve the right to terminate the Agreement in accordance with Section 4.2, or permanently deactivate and suspend the temporarily deactivated Account at any time.

5. Service Commitment

5.1. Availability. We will make commercially reasonable efforts to maintain the industry standard of security and integrity of the Services and to make the Services available continuously (24/7) subject to the Services’ unavailability caused by: 

5.1.1. factors outside of our reasonable control, including any force majeure event or external network problems; 

5.1.2. any Customer’s or Third Party’s actions or omissions; 

5.1.3. failure to follow the guidelines or exceeding the limitations described in the  Documentation; 

5.1.4. Customer’s or Third Party’s equipment, software, or other technology;

5.1.5. our suspension or termination of your right to use the Platform where allowed by the Agreement;

5.1.6. the planned servicing periods;

5.1.7. Modification defined in Section 1.22;

5.2. Updates and Development. We will make economically reasonable efforts to develop the Platform continuously and, in the course thereof, may (but we are not obligated to) make innovations and feature enhancements available to you. New releases (updates) of the Platform will be delivered automatically. As part of the continuous development of the Platform, we may provide free beta versions of different functionalities for no additional charges from time to time. You can decide at your own discretion whether you test these beta versions. Beta versions are generally provided for testing purposes and not for production purposes. No support services or service levels are provided. They are not considered services provided under this Agreement. However, if used by you, all restrictions, our rights and reservations and your obligations under the Agreement apply.

6. Intellectual Property Rights and Use of Data

6.1. Customer Intellectual Property. You or your partners (third-party licensors) retain ownership over all Materials. You guarantee that the Materials that are uploaded on or transmitted to the Platform or otherwise made available to us and/or any third parties will be appropriate and legal for your use of the Services. You grant to us a worldwide, irrevocable, non-exclusive, royalty-free, transferable, and sub-licensable right to review, use, reproduce, modify, adapt, translate, publish, duplicate, create derivative works of, store, transmit, distribute, publicly perform and display any or all of such Materials in any form, media or technology whether known or not currently known in any manner. 

6.2. PerfectBot Intellectual Property. You acknowledge and agree that: (i) the Services, including without limitation any associated software, documentation, applications, websites, tools, and products, and any Modifications, enhancements and updates thereto, and all data produced or generated through the process of machine learning thereby, as well as intellectual property rights therein (collectively, „PerfectBot IP”) are exclusively owned by us and/or our third-party providers; (ii) the PerfectBot IP contains valuable copyrighted material and is protected by Polish and international copyright and other intellectual property laws; (iii) subject to your compliance with the Agreement, we grant you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to access and use the PerfectBot IP, solely for the purposes of using the Services in compliance with the Agreement; and (iv) you have no rights in the PerfectBot IP, other than the rights and licenses granted above. 

6.3. Names and Trademarks. The trade names, trademarks, service marks, trade dress, and logos (collectively „Marks”) of each party, its parent or affiliates are the exclusive property of such party and, except as otherwise provided in the Agreement, the other party shall not use such Marks or any abbreviation or adaptation thereof for any purposes without the prior written consent of the party who owns such Marks.

You grant us a non-exclusive right and license to use Customer’s Marks to promote the Services, including the right to identify you as our Customer publicly. 

6.4. Aggregated Anonymous Data. You agree that we may obtain and aggregate technical and other data about your or End User’s use of the Services that is non-personally identifiable, including Output („Aggregated Anonymous Data„), and use it to analyze, improve, support and operate the Services for any business purpose during and after the term of Agreement, including without limitation to machine learning processes, generating industry benchmark  or similar reports, without any compensation and we may share such Aggregated Anonymous Data at our own discretion. For clarity, we are not allowed to disclose you or the End User as the source of any Aggregated Anonymous Data. Any such sharing with a third party will not include any Customer’s Confidential Information, except as permitted in Section 8.

7. Representations and Indemnity

7.1. PerfectBot Representation. We represent that:

7.1.1. we will provide the Services according to the Agreement;

7.1.2. we have the legal power to enter into and execute this Agreement.

7.2. Customer Representation. You represent that:

7.2.1. you have the legal power to enter into and execute this Agreement.

7.2.2. with respect to the Customer’s Materials (including Input): 

7.2.2.1. you own or have validly licensed, or will own or validly license, the right to all these materials uploaded or transmitted to or from the Platform; 

7.2.2.2. you do not and will not infringe or violate any of the copyright, patent, trademark, or any other intellectual property, personal or proprietary rights of any third party („Third Party Rights”) or any provision of mandatory law.

7.3. PerfectBot disclaimers

7.3.1. NO WARRANTY. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN „AS IS” AND „AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, IN PARTICULAR THE OUTPUT, WILL BE ACCURATE OR RELIABLE. WE ARE NOT RESPONSIBLE FOR ANY OF YOUR TAX OBLIGATIONS OR LIABILITIES RELATED TO THE USE OF OUR SERVICES. WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. IF YOU HAVE ANY STATUTORY RIGHTS AND/OR WARRANTIES, THEY ARE TREATED AS EXCLUDED OR LIMITED IN THE MOST FAR-REACHING WAY.

7.3.2. Accuracy and Third Party Output. Output may contain material inaccuracies, errors, and inconsistencies, as well as be misleading, incomplete, or outdated. We make no representations or warranties with respect to Output, and we are not responsible for the Output.  In particular, please note that third parties may submit Input that generates results similar or identical to Output (“Third Party Output”), and we cannot guarantee that the Output generated as a result of your Input will be original, a subject of copyright or other proprietary rights. You use Output at your own risk and discretion, and independent, human verification is recommended. Do not claim, imply, or mislead anyone that Output is human-generated.

7.3.3. Disallowed usage of our Services. Our Services shall not be used for any purpose that is unlawful,  immoral, or inappropriate, such as, among others: illegal or fraudulent activity, privacy violation, malware generation, harassment, violence, abuse, hate speech, condoning terrorism, as well as gambling, making hazardous economic transactions, creating adult content. We reserve the right to suspend or delete your Account in case of a reasonable suspicion that our Services are used for the above purposes, with immediate effect.

7.3.4. Usage of our Services in medical, financial, and legal industries (“Limited Industries”). Our Services are not fine-tuned to provide medical, financial, and legal information or advice. We recommend not using our Services for the purpose of any type of consultation in relation to Limited Industries. In particular, we do not allow the use of our Services for the purpose of obtaining any type of consultation or information of a similar nature for serious medical conditions and handling life-threatening issues. In case of any use of our models in relation to Limited Industries, for consumers’ needs, you are obliged to provide clear disclaimers to consumers that AI has been used in a given case, along with the general risks and limitations of AI.   

7.4. Customer Indemnity. You agree to indemnify and hold us and (as applicable) our officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of the Agreement; (b) or your violation of any law or the rights of a third party.

7.5. Limitation of liability. To the extent permitted by applicable law, in no event shall PerfectBot be liable to you for any lost profits or for any indirect or consequential damages (including, without limitation, damages for loss of business, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss), however caused and whether or not we are or should be aware of it. Our total liability for damages arising out of or related to the Agreement (including personal data) will not exceed the Platform Fees paid by you for three  (3) months prior to the date on which the claim arose or USD 3,000 (three thousand), whichever is lower. 

7.6. Force Majeure. Except for obligations to pay any Fees due under the Agreement, neither party shall be deemed to be in breach of the Agreement for any failure or delay in performance caused by reasons beyond such party’s reasonable control, including but not limited to acts of God, extreme weather, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party’s employees), epidemics. If either party’s performance is prevented by a force majeure event for a period of more than 60 calendar days, the other party may terminate the Agreement without further obligation or liability, subject to any payment of amounts due and payable as of the effective date of termination. 

8. Confidentiality

8.1. Confidential Information. For the purposes of the Agreement „Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Our Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

8.2. Confidentiality Obligations. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 8. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without the use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

9. Personal Data

9.1. Privacy Policy. PerfectBot is firmly committed to protecting the privacy of your personal information and the personal information of your customers. If you use our Services, PerfectBot processes your Personal Data as a controller in order to perform the agreement between you and us and for our business needs, including settlement of remuneration due to us, fulfillment of our legal obligations as a service provider, pursuing claims, or defending against them. By using our Services, you acknowledge and agree that our Policy Privacy available at: https://perfectbot.ai/legal/privacy-policy/ governs the collection, usage, and disclosure of this personal information.

9.2. Personal Data Processing. In connection with the provision of the Services, we may be entrusted with processing your personal data, but only to the extent necessary. The detailed terms of entrusting the processing of personal data by you are governed by the Data Protection Agreement available at: https://perfectbot.ai/legal/data-processing-addendum/. The start of your use of the Services shall constitute your acceptance and conclusion of this Agreement.

9.3. Personal Data Disclaimer. We are not responsible for your obligations in relation to the processing of personal data and the provision of electronic services. You are solely obliged to comply with such obligations in connection with your and/or the End User’s use of the Services. We will provide you with a self-service document to support you in being GDPR compliant, subject to the disclaimers below. You acknowledge that this document provided to you is for illustrative purposes only, for which we are not responsible. You are solely responsible for reviewing your obligations on your own and adjusting them accordingly.

10.1. Assignment. You may not assign the Agreement without our prior written consent; however such consent cannot be unreasonably withheld. We may assign the Agreement at any time. 

10.2. Compliance with Laws. Each party agrees to fully comply with all applicable laws in their performance of the Agreement.

10.3. Independent Contractors. The Parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, or legal representative of the other for any purpose and neither shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. Any use of the term „partner” or „partnering” or similar terminology in connection with the Services or the Agreement (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership (including a joint venture), but instead means or refers to a co-operative business or contractual relationship. 

10.4. Feedback. We welcome any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion, or related material (collectively, „Feedback„) be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to us, you waive any and all rights in the Feedback. 

10.5. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of the Agreement shall remain in full force and effect. 

10.6. Legal Notice. All legal notices or demands to or upon a party shall be made in writing and sent to such party personally, by courier or certified mail, or email to the following addresses: 

• For PerfectBot: PerfectBot Sp. z o.o., ul. Domaniewska 44A, 02-677 Warsaw, Poland, or via email to hello@perfectbot.ai. 
• For the Customer: Notice to the Customer shall be provided using the Customer information in the Order Form. 

Except as otherwise specified in the Agreement all notices, permissions, and approvals must be in writing and will be deemed to have been given upon: (i) personal or couriered delivery; (ii) the fifth business day after mailing; or (iii) the first business day after sending by email. 

10.7. Survival. All sections of the Agreement that by their nature should survive termination will survive such termination, including, without limitation, payment obligations, confidentiality obligations, intellectual property rights, warranty disclaimers, indemnities, and limitations of liability. 

10.8. Entire Agreement. The Agreement and any appendices attached hereto and any terms located at a URL referenced herein, including without limitation the Order Form, and the Terms of Service, constitute the entire agreement between the parties respecting Customer’s use of the Services, and supersede any prior written or oral agreements between the parties. 

10.9. Governing Law and Jurisdiction. Unless otherwise provided in Order Form, the Agreement shall be governed by and is to be construed and interpreted in accordance with the laws of Poland. Unless otherwise provided in Order Form, all disputes arising under the Agreement will be subject to the exclusive jurisdiction of the courts located in Warsaw, Poland. 

10.10. No Exclusivity. We are entitled to provide services to your competitors and make no promise of exclusivity in any particular market segment. 

10.11. Scope of Terms of Services. These Terms of Services are the controlling document for Order Forms that are executed after the Effective Date and specifically refer to these Terms of Services. Should there be any direct or indirect conflict between the Terms of Services and the terms of an applicable Order Form, the Terms of Services shall supersede any conflicting terms of such Order Form unless otherwise stated explicitly in such Order Form.

10.12. Changes to the Terms of Services. We have the right to modify these Terms of Services at any time subject to one month’s notice. Further use of Services after you are notified about the change,  will constitute your consent to accept these changes. Refusal to accept these modifications will preclude you from using the Services and is deemed as termination of the Agreement with effect at the end of the current Billing Cycle.