TERMS OF USE

Welcome to Copilot.Live!

The website https://www.copilot.live/ (“Website(s)”) including any related mobile sites, if any (hereinafter called the “Platform”),  is owned and operated by Shopsense Retail Technologies Limited [CIN: U52100MH2012PLC236314] (“Copilot”, “Company”, “we”, “us” or “our”), a company incorporated under the Companies Act, 1956, having its registered office at 1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093.
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The terms and conditions as set out hereinbelow (“Terms”) constitute an agreement between the Company and any natural or legal person who browses, accesses creates an Account (defined hereinafter) and/or uses the Platform in any manner, or uses any current or future Service(s) (defined hereinafter) or functionality or offer made available on Platform (referred as “you”, “your”, “User”), as updated from time to time.
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The Platform offers an advanced AI-driven solution that enables Users to create customized chatbots i.e. Copilot applications that facilitate customer engagement for its Users (collectively, “Services”).
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By using or accessing the Platform, you signify your acceptance to be bound by these Terms and any other policies as may be updated on the Platform from time to time (collectively, “Platform Policies”) along with any schedule(s), addendum(s), annexures(s), Statement Of Work(s) (SOW), Standard Operating Process(es) (SOP), Service Order(s) as may be executed and amended from time to time, which shall constitute your binding obligations and agreement, with us (hereinafter “Agreement”). 
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If you do not agree with any of the Terms, please do not use the Platform. If you have any questions about the Terms, please contact us at  [email protected]. These Terms govern your use of the Platform and transactions or dealings on the Platform.
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This document is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder as may be applicable, and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
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This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and terms & conditions for access or usage of the Platform. 
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We and you are hereinafter individually referred to as “Party” and collectively as “Parties”.

GENERAL

The Terms specifically govern your access and use of the Service(s) offered on the Platform.

By accepting this Agreement, you affirm that you are 18 (Eighteen) years of age or above and are fully competent to enter into this Agreement, and to abide by and comply with this Agreement. In the event we are made aware that you are under the age of 18 years and have been using/browsing the Platform without the supervision of your parent or legal guardian, then in such case, we reserve the right to deactivate such account without further notice. Further, if you are using the Platform on behalf of a company or organisation, you represent that you have authority to act on behalf of such entity, and that such entity accepts these Terms.

MODIFICATIONS

Please note that we reserve the right, in our sole discretion, to update or change any portion of the Terms at any time that govern your use of the Platform. Every time you wish to use our Platform, please check these Terms to ensure you understand the terms and conditions that apply at that time. Further, please note that we reserve the right to either change the format and/or the content of the Platform or suspend the operation(s) of the Platform for support or maintenance work, at any time.

Any changes to the Terms will be effective immediately upon posting of such updated terms at this location. We may, in certain circumstances, also require you to provide your consent to the updated Terms in a specified manner prior to any further use of the Platform. Your continued access to or use of the Platform after we post such updated Terms, constitutes your acceptance of the changes and consent to be bound by these Terms, as amended. If you do not agree to the amended Terms, you must stop accessing and using the Platform.

We reserve the right to deny access, at any time, including the termination of your subscription and deletion of your Account (defined hereinafter), in case of violation of any provision of these Terms or any other Platform Policies.

REGISTRATION PROCESS

You agree that the sole purpose of registering on or using the Platform, is to avail the Service(s) and that you shall not use the Platform in any manner whatsoever for any purpose other than as mentioned in these Terms or for purposes which are not permitted under the applicable law.

You may register and create an account (“Account”) in one of the following ways:

Registration is a one-time process and is free of cost. Post successful completion of creation of Account, you shall be provided a free access of the limited Service(s) on the Platform, subject to the Terms thereof. We have the right to reject your application for opening an account or may deactivate an existing Account, for any reason, at the sole discretion of the Company. 

User shall be responsible for: (a) ensuring it’s employees, agents and subcontractors, accessing the Account, comply with these Terms; and (b) any breach of these Terms by the User’s employees, agents or subcontractors. User acknowledges and agrees that the User shall be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts or assigns any such obligations to any third party, including but not limited to any affiliates or subsidiaries of the User.

You are solely authorized to operate the Account created by you. Consequently, it is your responsibility to maintain the confidentiality of the login credentials of your Account on the Platform and for restricting access to your computer/mobile/other similar devices to prevent unauthorized access to your Account. You shall remain solely liable for all the actions undertaken through your Account.

You will: (a) immediately inform us of any unauthorized use of the Account or any other security breach; and (b) ensure that you log out of your Account at the end of each session. We, our employees, agents, directors and officers will not be liable for any loss, direct or indirect damage arising from your failure to comply with these Terms. You may be held liable for any losses incurred by us or any other user due to unauthorized use of their Account by you. We reserve the right to refuse access to the Platform, terminate Account, or edit Content (defined hereinafter) at any time without notice to you.

Your usage of the Service(s) is monitored by us through our computer resources or systems. The usage can be accessed by a User by logging into their Account and viewing the dashboard provided by the Company. The calculation bases may be subject to changes.

If you are signing up on the Platform on behalf of your company or organization or employer, then such company/organization/employer shall be deemed to be the User. You represent and warrant that you have the authority to bind such company/organization/employer to these Terms. 

FEES AND PAYMENT TERMS

The Platform offers both free and subscription-based plan(s). In order to fully avail Service(s) offered on the Platform, you shall be required to choose and subscribe for an appropriate plan as per your needs (“Fees”). Once a User has exhausted the free usage plan on the Platform, for User to continue the usage of Service(s) on the Platform, the User shall have to opt in for any of the paid subscription plan(s) as available on the Platform https://www.copilot.live/pricing.

The Company charges its Users monthly for the Service(s) on a prepaid model basis, where the User shall have to first make the payment for the opted paid subscription plan on the Platform.

We reserve the right to introduce any new Service(s) and/or plans, including any free, premium or paid services or modify or discontinue any existing Service(s) provided on the Platform. Any additional feature developed by the Company on the Platform, in the future, shall be subject to its own pricing or fee structure depending upon its own parameters.

You may pay the Fees by using the methods of payments as available, published and updated on the Platform, from time to time. Fees will be regarded as paid only after your payment has been confirmed. The Service(s) will be available to you promptly after you have paid the Fees.

Payments will be exclusive of applicable taxes. You will pay all Fees and applicable taxes in a timely manner and in compliance with Platform pricing schedule and you will reimburse the Company for any interest and collection costs resulting from overdue payments, if any.

Please note that the Company has no refund policy with respect to the Fees already paid by you to avail the Service(s) of the Platform.

While availing any of the payment method(s) available on the Platform, we will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to:
i.     Lack of authorization for any transaction;
ii.    Exceeding the preset limit mutually agreed by you and between you and the relevant bank;
iii.    Any payment issues arising out of the transaction; or
iv.    Decline of Transaction for any other reason.

You acknowledge and agree that you shall not use the details of credit card/debit card/net-banking or any other payment instrument which is not lawfully owned by you.

TAX COMPLIANCES

Domestic Transactions/Sales: In case of Service(s) being provided within the territories of India, then GST at the applicable rate under Goods and Service Tax (GST) at the applicable rate under the prevailing GST Act shall be levied.

Export Transactions/Sales: In case of Service(s) being availed in jurisdiction outside India, the Service(s) shall be classified as "Zero-Rated" Service(s), as stipulated under section 16(1) of the Integrated Goods and Service Tax Act 2017. This categorization implies that when a User avails the Service(s) in jurisdiction outside India, the Company is not liable to pay any taxes for it.

TERM

Term: The Term of this Agreement shall come into force and effect from the date you complete your registration process and create an Account on the Platform and shall continue unless otherwise terminated by either Parties or the Company in accordance with Clause 7 (Breach and Termination).

You may deactivate your Account and/or terminate this Agreement at any time, by contacting us at [email protected] and then following the specific instructions indicated to you by us. 

BREACH AND TERMINATION

Without limiting other remedies that the Company may pursue, the Company may at its sole discretion take such action as it deems fit, limit your activity on the Platform, immediately remove your information, forthwith temporarily/indefinitely suspend or terminate or block your Account, and/or refuse to provide you with access to the Platform or initiate any legal action it may deem fit, particularly in the event of:
i.       Any material breach, omission, non-performance, violation of these Terms or the documents and/or any Platform Policies by you and/or your employees, agents, sub-contractors, and have failed to remedy the same within a period of 15 (fifteen) days from the date of receipt of a notice of breach from us;
ii.      Misuse of the Account by you, your employees or agents;
iii.     The Company is unable to verify or authenticate any information including KYC details, provided by you; 
iv.     The Company believes that your actions may cause legal liability to the Company, other users or yourself;
v.      You fail to make the respective payment due to Company, despite repeated reminders and notifications, for more than 1 (one) month;
vi.      the Company suspects that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent or criminal activity in connection with the use of the Service(s);
vii.     You have filed a petition for bankruptcy or insolvency, or are unable to pay your debts, or are subject to a petition presented before a court for winding up.

You understand and acknowledge that, in case you opt in for any plug-in(s) or extension(s) services of any third party on the Platform; then you shall be additionally governed by the terms of such third party, for the service(s) you have opted for. You further acknowledge that in case the agreement or understanding between Company and such third party is terminated due to any reason, then your services with such third party shall also be terminated immediately.

In case your access or use of the Service(s) is terminated for any of the reasons mentioned hereinabove, Company and its personnel shall not be liable for any damages, losses, direct, indirect, immediate or remote, interests or claims that may occur to you or to any third party.

You agree and acknowledge that we, in our sole discretion, without prior notification or intimation, may terminate your access, to all or part of the Platform, or cease to provide accessibility to the Platform, for reasons including but not limited to :
i:      In response to the requests of law enforcement agencies or other government institutions;
ii.     In response to your own request;        
iii.    Unforeseeable technical issues; and
iv.    Occurrence of an event outside our control.

No actions, omissions or decisions taken by the Company shall waive any rights or claims that the Company may have against you. Once your Account has been suspended or blocked, you may not register or attempt to register on the Platform or use the Platform in any manner whatsoever. Notwithstanding the above, if you breach the Terms or the Platform Policies or other guidelines incorporated therein by reference or any other agreements/additional terms entered into by the Company and you in addition to these Terms, the Company reserves the right to take strict legal action including but not limited to referral to the appropriate law enforcement or other authorities for initiating criminal or civil or other proceedings against you.

Without prejudice to any other rights of the Company, a suspended Account shall continue to remain suspended until you make the complete outstanding payment including interest, claims, compensation, damages, etc. if any, or rectify the non-compliance / breach / default, during the Term.

You will be responsible for any breach of these Terms by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

All your obligations and liabilities incurred prior to the termination date shall survive the termination of this Agreement for all purposes.

Consequences of Termination. Upon termination of this Agreement by either Party for any reason:
i.      We shall revoke/discontinue our Service on the Platform for you and your access to the Account and take custody or control of the Account;
ii.     We shall enforce that you cease to use and return any/all intellectual property, confidential information (if any) that belongs to         us;
iii.    Both the Parties shall endeavour to perform respective obligations up to the date of termination in business-like manner;
iv.    If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via         email, which you must settle immediately within 7 (seven) business days from the date of such invoice; 
v.      Both Parties will be regarded as discharged from any further obligations upon expiry of date of termination under this          Agreement, only after due payment of Fees by you to the Company;
vi.     Unless otherwise provided in these Terms, you will not be entitled to any refunds of any Fees, pro rata or otherwise. and
vii.    Any and all Copilot application(s) created by you during the Term shall be deleted. 

COMMUNICATION AND UNSUBSCRIPTION

By accepting these Terms, you also accept to receive news, updates, offers/ campaign related SMS and emails to the mobile phone number and primary email address provided by you. By accessing and using the Platform and/ or verifying your contact number / primary email address with us; by accepting these Terms; by accepting or receiving and not unsubscribing expressly on the consent  availed by us from you via SMS, email-s, voice calls, IVR (Interactive Voice Response) or any other modes and methods of communication, you explicitly consent to receive such communications (through call, SMS, email or other digital and electronic means) from us and/or our authorized representatives regarding any new services or offerings, even if your contact number is registered under the DND/NCPR list under the Telecom Commercial Communications Customer Preference Regulations, 2018.

The effectiveness, clarity, and timeliness of communications are influenced by multiple factors. Company assumes no responsibility for non-delivery, delayed delivery, or any distortion of communication in any manner whatsoever.

You can unsubscribe/ opt-out from receiving marketing/ promotional communications, newsletters and other notifications from us at any time by following the instructions set out in such communications or writing to us on  [email protected].

USER OBLIGATIONS

You agree to provide true, accurate, up to date and complete information while signing up on the Platform or for any other purpose when prompted or requested to do so on the Platform including any documents that might be required for verification purposes.

For availing the Service(s), you may be required to use certain devices, software, and data connections, which we otherwise do not supply. You are responsible for all carrier data plan and other fees and taxes associated with your use of the Platform.

You are prohibited from misrepresenting your identity and agree not to represent yourself as another user or login / register using the identity of any other person. You are responsible to maintain and promptly update the information provided while signing up or verifying or for any other purpose on the Platform to ensure that the information provided by you is true, accurate, current, complete and not misleading, at all times. We shall not be responsible in any manner whatsoever, for the authenticity of the personal information or sensitive personal data or information supplied by you to us or to any other person acting on behalf of / representing your company or organisation or employer.

You may not use the Platform for any illegal or unauthorized purpose or in violation of any applicable laws. You ensure that you will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary with respect to availing the Services uploaded on the Platform) in your use of the Platform and your performance of obligations under this Terms.

You shall not abuse or misuse the Platform or engage in any activity which violates these Terms. In any such case, Company may suspend your Account or permanently debar you from accessing the Platform.

You confirm that these Terms hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which you are a party or by which you are bound or to which any of your property or assets are subject, conflict with or violate any of the provisions of its charter documents, or violate any statute or any order, rule or regulation of any authority that would materially and adversely affect the performance of your obligations hereunder. You have obtained all consent, approval, authorization of authority required for the execution, delivery and performance of your respective obligations hereunder. If the Company suffers any loss or damages or a claim is made by any person against the Company or on the Platform, as a result of a breach or default or contravention on your part of these Terms, you agree to forthwith upon delivery of notice by the Company, make good such losses or damages or claim amounts suffered by the Company.

You confirm that there is no action, suit or proceeding pending against you or to your knowledge, threatened in any court or by or before any other authority which would prohibit you entering into or performing obligations as per these Terms.

We authorize you to view and access the Platform solely for your personal use and/or to the extent required to meet the needs of your business, provided you comply with these Terms. However, in no circumstances can you commercially exploit the Platform and/or attempt to copy, duplicate or sublicense the Platform or Service(s) to derive a financial benefit. You will also refrain from any actions that endanger the functionality or operation of the Platform. In particular, the User is prohibited from carrying out any actions that scan or test weak points of the Platform, Service, software, bypass security systems or access systems of the software or integrate malware into the Platform.

When you use the Platform, you agree that you are involved in the transmission of sensitive and personal information including but not limited to Account Information (collectively "SPI") which falls within the ambit of the Information Technology (Reasonable Security practices and procedures and sensitive personal data or information) Rules, 2011. However, you acknowledge that Company will not be liable for any disclosure of your SPI as a result of an error in transmission or unauthorized actions of third parties.

You agree not to work around, bypass, or circumvent any of the technical limitations of the Platform, including using any tool to enable features or functionalities that are otherwise disabled on the Platform and/or in the Service(s), or decompile, disassemble or otherwise reverse engineer the Platform.

You understand that, the Company reserves the right to discontinue any old/out-dated feature(s) and/or introduce/add any new feature(s) on the Platform in order to improve the provision of Services on the Platform. 

You understand that the Platform provides a feature to delete and/or remove any Copilot chatbot(s)created by you on the Platform under your Account. You further understand that, in the event you delete   any   such   created   Copilot   chatbot(s),   all   date   associated/linked   with   the   relevant   Copilot chatbot(s) will be deleted. Therefore, you shall be solely responsible for ensuring proper backup(s)of the relevant data, to the extent you deem necessary.  The Platform disclaims any and all liability with respect to any loss of such data in the course of your deletion of the Copilot chatbot(s) under your Account.

Additionally, the Platform reserves the right to delete Copilot chatbot(s) associated with Account which are inactive for a period of more than 30 (thirty) days. In such cases, the Platform may send warning emails to the User notifying them of the impending deletion due to inactivity. It is your responsibility to take appropriate action, such as logging in or responding to the warning emails, to prevent the deletion of Copilot chatbot(s) under your Account. The Platform disclaims any and all liability with respect to the deletion of Copilot chatbot(s) due to Account inactivity.

You represent and warrant that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce's Entity List), the European Union or its member states, or other applicable government authority. It is essential that you strictly comply with all relevant trade laws, export control laws. Any use of our Services for purposes that contravene the stipulations of pertinent trade laws is expressly forbidden. Additionally, your User Content should refrain from including material or information that necessitates a government license for release or export.

DISCLAIMER OF WARRANTIES, INACCURACIES OR ERRORS

We will try to ensure that all information and recommendations, whether in relation to the Service(s), offerings or otherwise (hereinafter “Information”) is correct at the time of inclusion on the Platform. We do not guarantee the accuracy of the Information. We make no representations or warranties as to the completeness or accuracy of Information.

You agree that Information is being supplied to you on the condition that you will make your own determination as to the suitability of such Information for your purpose prior to use or in connection with the making of any decision. No Information on the Platform shall constitute an invitation to invest in us or any affiliates. Any use of this Platform or the Information is at your own risk. Neither we, our affiliates, nor their officers, employees or agents shall be liable for any loss, damage or expense arising out of any access to, use of, or reliance upon, this Platform, the Information, or any third-party website linked to this Platform. We are not responsible for the content of any third-party sites and do not make any representations regarding the content or accuracy of material on such sites. If you decide to access links of any third-party platforms, you are doing so entirely at your own risk and expense.

As means to assist the Users in identifying the Service of their choice, we may provide visual representations on the Platform including graphics, illustrations, photographs, images, videos, charts, screenshots, info graphics and other visual aids. While reasonable efforts are made to provide accurate visual representation, we disclaim any guarantee or warranty of exactness of such visual representation or description of the Services, with the actual Services ultimately delivered to Users. The appearance of the Services when delivered may vary for various reasons.

Nothing contained herein is to be construed as a recommendation to use any Service, process, equipment, or formulation, in conflict with any patent, or otherwise and we make no representation or warranty, express or implied that, the use thereof will not infringe any patent, or otherwise.

We do not covenant or provide any representations and warranties:
i.    in respect of quality, suitability, accuracy, reliability, performance, safety, merchantability, fitness for a particular purpose/consumption or the content (including Service or pricing information and/or specifications) on Platform;
ii.   that the Service(s) will be always made available; and
iii.   that the operation of Platform, including the functions contained in any content, information and materials on Platform or any third-party sites or services linked to Platform will be uninterrupted, or that the defects will be rectified, or that Platform or the servers that make such content, information and materials available are free of viruses or other harmful components.

‍THE PLATFORM AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “WHERE-IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES. WE, FOR OURSELVES AND ANY THIRD-PARTY PROVIDING MATERIALS, SERVICES, OR CONTENT TO THE WEBSITE(S), MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, WITH RESPECT TO THE PLATFORM, THE INFORMATION OR ANY PRODUCTS OR SERVICES TO WHICH THE INFORMATION REFERS. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY ERRORS, MISTAKES OR INACCURACIES OF USER CONTENT AND MATERIALS, DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM OR CONNECTED WITH THE PLATFORM, INCLUDING BUT NOT LIMITED TO, YOUR USE OF THIS PLATFORM OR YOUR INABILITY TO USE THE PLATFORM, EVEN IF WE HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimer - To the extent permitted by applicable law, we, our officers, agents, employees, and directors, disclaim any liability against any loss, damage, expenses, liabilities, claim, injury caused due to the failure of performance, omission, defect of Services, or deletion, interruption, error, delay, virus, communication, unauthorized access, theft, destruction, alteration or use of records on the Platform. We are not responsible for any of your tax obligations or liabilities related to the use of the Platform.

We control and operate this Platform from India and make no representation that the materials and the content available on the Platform are appropriate to be used or will be available for use in other locations outside India. If you use this Platform from outside India, you are entirely responsible for compliance with all applicable local laws. These Terms do not constitute, nor may these Terms be used for or in connection with any promotional activities or solicitation by anyone in any jurisdiction in which such promotional activities or solicitation are not authorized or to any person to whom it is unlawful to promote or solicit.

Information that we publish on the World Wide Web may contain references or cross references to our products, programs and Service(s) that are not announced or available in your country. Such references do not imply that we intend to announce such products, programs, or Service(s) in your country.

We have a strong notice and takedown mechanism in place in case it is brought to our knowledge that the Platform is being misused for any illegal or fraudulent activity by any User. We reserve the right to initiate legal proceedings against such persons for fraudulent use of the Platform and any other unlawful acts or omissions in breach of these terms and conditions. In the event of detection of any fraudulent or declined transaction, prior to initiation of legal actions, we reserve the right to immediately delete such an Account and dishonor all past and pending orders without any liability. For the purpose of this clause, we shall owe no liability for any refunds.

You affirm that you own the copyrights of the media assets that you process through the Platform and have not breached any provisions of the Copyright Act, 1957. You shall be responsible for any negligence or fraudulent activity with respect to the media assets processed by you on the Platform.

We frequently monitor the Account activity in order to avoid fraudulent accounts and transactions. We reserve the right to initiate legal proceedings against such persons for fraudulent use of the Platform and any other unlawful acts or omissions in breach of these terms and conditions. In the event of detection of any fraudulent transaction, prior to initiation of legal actions, we reserve the right to immediately delete your Account.

THIRD PARTY INTERACTION AND LINKS TO THIRD PARTY SITES

In your use of the Platform, you may enter into correspondence with, any third party service providers or purchase any goods and/or services from, or participate in promotions of advertisers or members or sponsors of Platform or access any other third-party website linked to the Platform. Unless otherwise stated, any such correspondence, advertisement, purchase or promotion, including the delivery of and the payment for goods and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party service providers. You agree that we have no liability, obligation or responsibility for any such correspondence, purchase or promotion, access or usage of any third-party website and the contract under such instances remains between you and any such third party.

COPYRIGHTS IN CONTENT

The Platform contains material, including text, code/script for creation of Copilot chatbot(s), graphics and sound, which is protected by copyright and/or other intellectual property rights (“Content”). All copyright and other intellectual property rights in the Content are either owned by us or have been licensed to us by the owner(s) of those rights so that we can use the Content as part of Service. We retain copyright and all other applicable intellectual property rights in all Information, including text, code/script for creation of Copilot chatbot(s), graphics and sound. All trademarks displayed on the Platform are either owned by or licensed to us.

You may print off one copy, and may download extracts, of any page(s) from the Platform for your personal reference and you may draw the attention of others within your organization to material available on the Platform.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

You must not use any part of the materials on the Platform for commercial purposes without obtaining a license to do so from us or our licensors.

You may use and display the Content on your personal computer for your internal business use subject to the grant of a limited, revocable, personal, non-exclusive and non-transferable license to you by us. 

You may not: (a) copy (whether by printing off onto paper, storing on disk, downloading or in any other way), distribute (including distributing copies), download, display, perform, reproduce, distribute, modify, edit, alter, enhance, broadcast or tamper within any way or otherwise use any Content contained on the Platform except as provided under these Terms. These restrictions apply in relation to all or part of the Content available on the Platform; (b) copy and distribute the Information on any other server, or modify or re-use text or graphics on this Platform or another platform; (c) reproduce any part of the Content or sell or distribute the same for commercial gain nor shall it be modified or incorporated in any other work, publication or web site, whether in hard copy or electronic format, including postings to any other web site; (d) remove any copyright, trademark or other intellectual property notices contained in the original material from any material copied or printed off from the Content or Platform; or (e) link any other material to the Content displayed on the Platform, without our express written consent.

The license granted to you does not include a license for: (a) resale of Service or use of the Platform or Content other than as specified or provided under this Terms, (b) use of Service in any derogatory or in violation of any laws, (c) any use of Platform, the Service(s) and/or of Content other than as contemplated in these Terms, (d) any downloading or copying of login credentials of User, (e) any use of data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) any part of the Content, and (f) creating and/ or publishing your own database that features parts of the Platform.

If you believe that your intellectual property rights have been used in a way that raises concerns of infringement, please write to us at https://www.copilot.live/.

INTELLECTUAL PROPERTY RIGHTS

Each Party shall, solely and exclusively own worldwide, in perpetuity, including renewal and extension periods, their respective Intellectual Property and nothing in these Terms shall be construed as conferring ownership of the Intellectual Property rights to other Party in any manner whatsoever.

Notwithstanding anything contained in these Terms, the Intellectual Property rights in any software, including routines, data structures, protocols, programs, templates, interfaces, application programming interfaces, software development kits, code/scripts, developer tools, technical documentation, updates, and other related materials, whether tangible or intangible for, that has been made available to you by the Company including the Platform, Account or any other products/services or deliverables created, suggested and/or developed by you for and on behalf of the Company (“Company’s Proprietary Rights”) either before or after your acceptance of these Terms, shall exclusively vest with Company, in perpetuity.

You recognize that the Company is the owner of the Platform and the logo, trademark, if any, including but not limited to its variants and you shall not directly or indirectly, attack or assist another in attacking the validity of, or Company’s or its affiliates proprietary rights in, the licensed marks or any registrations thereof, or file any applications for the registration of the licensed marks or any names or logos derived from or confusingly similar to the licensed marks, any variation thereof, or any translation or transliteration thereof in another language, in respect of any products/services and in any territory throughout the world. If you become aware or acquire knowledge of any infringement of Company’s Proprietary Rights, you shall report the same at [email protected] with all relevant information.

Company hereby grants to you, for the Term, a non-exclusive, non-assignable, non-sub-licensable and revocable license to use Company’s Proprietary Rights or any other rights only to the extent as may be specifically allowed by Company in writing and as per these Terms.

Except as specified hereinabove, nothing contained in these Terms shall be construed to grant any rights and title to the User in Company’s Proprietary Rights.

In addition to any other remedies available to Company under these Terms or otherwise, any unauthorized use, alteration, modification, reproduction, publication, disclosure or transfer of Company’s Proprietary Rights will entitle Company to any available equitable remedy against the User.

Upon termination by either or both Parties, all rights relating to Company’s Proprietary Rights, along with modifications thereto, shall continue to vest with Company.

You shall not reverse assemble or reverse compile or reverse engineer in any manner whatsoever or directly or indirectly allow or cause a third-party to reverse assemble or reverse compile or reverse engineer in any manner whatsoever the whole or any part of Company’s Proprietary Rights.

LICENSE AND USE OF YOUR CONTENT

The Platform provides you the opportunity to develop, generate, submit, post, exhibit, transmit, publish, distribute, or broadcast any content and/or material that you input viz. information, knowledge base (“User Content”) using the Service and/or Content available on the Platform to create Copilot chatbot(s). You understand and acknowledge that the created Copilot chatbot(s) may generate answers/outputs basis the User Content you input (“Outputs”). You shall provide and use the User Content for the purpose of availing Service(s) under the Terms. We do not claim ownership of the User Content. We may use our rights under this license to perform our obligations and exercise our rights under the Terms. You represent, warrant, and agree that you have all necessary rights in the User Content to grant this license.

Notwithstanding anything contained in the Terms, You are granted a limited license right to use the created Copilot chatbot(s), subject to the Term of the Agreement and in accordance with the Terms hereof. The ownership with respect to the Content and Platform shall always vest with the Company.

Submissions and unauthorised use of any materials contained on the Platform may violate copyright laws, trademark laws, the laws of privacy and publicity, certain communications statutes and regulations and other applicable laws and regulations. You alone are responsible for your actions or the actions of any person using your username and/or password.

As between you and Copilot, and to the extent permitted by applicable law, you (a) retain your ownership rights in User Content; and (b) shall be accountable for the Output generated by using the Services of the Platform.

We do not pre-screen User Content and/or the Output, however, it is in our sole discretion to refuse or remove any User Content from any part of the Service(s), including if we determine in our sole discretion that the products or services that are offered violates these Terms and/or applicable laws.

You understand the inherent characteristics of the Services provided to you on the Platform and the use of Large Language Model (LLM) engines in the Services and acknowledge the possibility that the Output may not be unique and that it solely depends on the User Content that you have inserted.

It is imperative to assess the Output for accuracy and suitability for your specific use case. This includes employing human review when necessary, before utilizing or disseminating Output from the Services.

By utilizing our Services, you acknowledge and agree to be accountable in the following instances:

You agree to indemnify us and our affiliates for all claims brought by a third party against it or its affiliates arising out of or in connection with a breach of any of Clause 15.8 above.

We reserve the right to revoke the limited license access to this Platform and/or Content at any time and without notice. Further this limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination, you must immediately destroy any downloaded and printed materials. Any provision of the Terms which imposes an obligation or creates a right that by its nature will be valid after termination or expiration of the Terms shall survive the termination or expiration of the Terms.

CONFIDENTIALITY

During the Term, you (“Receiving Party”) may receive or have access to certain Confidential Information (defined hereinafter) belonging and/or relating to us and our affiliates (“Disclosing Party”). “Confidential Information” disclosed under this Agreement shall include information in whichever form, whether marked confidential or not, or which is disclosed by or on behalf of the Disclosing Party or derived by the Receiving Party in the course of its dealing with the Disclosing Party and its representatives and includes all information, that is reasonably understood to be confidential or proprietary, relating to all or any of the Disclosing Party existing or prospective products and / or services, know-how, script/code, algorithms, schematics, formulae, strategic data (technical, financial, commercial or otherwise), process information, methods of operation, flowcharts, or diagrams; policies and procedures regarding the design, development, research methods and results; creative and programming tools, methodologies, and techniques.

The Receiving Party shall keep Confidential Information of the Disclosing Party in confidence. The Receiving Party shall use commercial reasonable and necessary safety measures and steps to maintain the confidentiality and secrecy of Disclosing Party’s Confidential Information from public disclosure, and the Receiving Party shall, at all times, maintain appropriate measures to protect the security and integrity of the Disclosing Party’s Confidential Information. The Receiving Party shall not, without the Disclosing Party’s prior written consent, divulge any of its Confidential Information to any third-party other than the Receiving Party’s officers, employees, agents, affiliates or representatives who have a need to know for the purposes of these Terms, ensuring that they comply with same level of obligation in maintaining the Confidentiality as per these Terms.

‍Exceptions: The aforesaid confidentiality obligations shall impose no obligation on the Receiving Party with respect to any portion of Confidential Information which:
i.    Was at the time received or which thereafter becomes, through no act or failure on the part of the Receiving Party, generally known or available to the public;
ii.   Is at the time of receipt, known to the Receiving Party as evidenced by written documentation then rightfully in the possession of either Party;
iii.   Was already acquired by the Receiving Party from a third-party who does not thereby breach an obligation of confidentiality to the Disclosing Party and who discloses it to the Receiving Party in good faith;
iv.    Is developed by the Receiving Party without use of the Disclosing Party’s Confidential Information in such development; and
v.    Has been disclosed pursuant to the requirements of applicable law, any governmental authority, provided however, that the Disclosing Party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.

You acknowledge and understand that any disclosure or misappropriation of any of the Confidential Information in violation of these Terms, may cause irreparable harm to us , the amount of which may be difficult to ascertain. Without prejudice to any other rights available to the Disclosing Party under these Terms or otherwise, Disclosing Party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as such we shall deem appropriate. To clarify, such right shall be in addition to the remedies otherwise available to a Party, at law or in equity.

These Terms shall not restrict the Receiving Party from complying with any legal requirement to disclose Confidential Information, provided that the Receiving Party shall to the extent that it is not prohibited from doing so by applicable law, promptly notify the Disclosing Party of such legal requirement so that the Disclosing Party may seek to quash such order and to obtain a protective order requiring that the relevant Confidential Information be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued. The Receiving Party shall cooperate fully with the Disclosing Party in any such proceeding.

The confidentiality obligations enlisted hereinabove for the Company shall survive for the Term of this Agreement.

USER WARRANTIES AND RESTRICTIONS

You represent and warrant that: (a) your use of Platform and/or Service(s) will not violate any applicable law or regulation; (b) all information that is submitted to us in connection with personal information and/or Service(s) is true, accurate and lawful; (c) use of the User Content and material you supply does not breach any applicable law and will not cause injury to any person or entity . If at any time, the information provided by you is found to be false or inaccurate, we will have the right to reject registration, deactivate and/or restrict you from using the Service(s) and other affiliated services in the future without any prior intimation whatsoever. You agree to indemnify us and our affiliates for all claims brought by a third party against it or its affiliates arising out of or in connection with a breach of any of these warranties.

You will use Platform for lawful purposes only and will not undertake any activity that is harmful to Platform or its Content or otherwise not envisaged through the Platform. You have a limited license to access and use Platform, solely for the purpose of availing the Service(s), subject to these Terms.

You will not do any of the following:

i.    Delete or modify any Content on Platform, such as any information regarding the Service(s), their performance, sales or pricing;

ii.   Use any engine, software, tool, agent or other mechanism (such as spiders, robots, avatars, worms, time bombs etc.) to navigate or search Platform;

iii.   Make false or malicious statements against the Service(s), Platform or us;

iv.   Post, copy, submit, upload, distribute, or otherwise transmit or make available any software or other computer files that contain a        virus or other harmful component, or otherwise disrupt or damage Platform and/or Service(s) or any connected network, or       otherwise interfere with any person or entity’s use or enjoyment of Platform and/or the Service(s)

v.   Introduce any trojans, viruses, any other malicious software, any bots or scrape on Platform for any information;

vi.   Probe, scan, or test the vulnerability of any system, security or authentication measures implemented by us or otherwise tamper        or attempt to tamper with our technological design and architecture;

vii.   you are not a minor in the jurisdiction in which you reside;

viii.   Hack into or introduce malicious software of any kind onto Platform;

ix.    Sell or otherwise transfer your profile;

x.    Automatically or programmatically extract data;

xi.   Retrieve sensitive information such as passwords, credit card details, bank account numbers, any Financial Information, or any equivalent forms of private information through Copilots;

xii.   Gain unauthorized access to, or interfere with, or damage, or disrupt the server on which the details connected to the Service(s) are stored, or any other server, computer, or database connected to the Service(s); or

xiii.    Engage in any form of antisocial, disruptive, or destructive acts, including “flaming,” “spamming,” “flooding,” “trolling,”, “phishing” and “griefing” as those terms are commonly understood and used on the internet.

You are prohibited from hosting, displaying, uploading, modifying, publishing, transmitting, updating or sharing on or through Platform, any information that:
‍
i.    belongs to another person and to which you do not have any right;
ii.   is harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, hateful, relating to or encouraging money laundering or gambling, or otherwise harmful in any manner whatsoever;
iii.   harms minors in any way;
iv.   infringes any patent, trademark, copyright or other proprietary rights;
v.   violates any law for the time being in force;
vi.   deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
vii.   impersonates or defames another person; or
viii. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality        of any computer resource.
ix.    threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or         causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting other nation;
x.    is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;

INDEMNIFICATION AND LIMITATION OF LIABILITY

You agree to indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from and against any and all third- party claims, losses, liabilities, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of Platform or the Content or the Service(s), Service(s) or in relation to the User Content which is in violation of any applicable laws, these Terms and/or Platform Policies, and/or infringement of any of our or any third-parties intellectual property or rights. We will notify you promptly of any such claim, loss, liability, or demand, and in addition to the foregoing, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

In no event will we be liable for any damages (including, without limitation, direct, indirect, incidental, special, consequential or exemplary damages, damages arising from personal injury/wrongful death, and damages resulting from lost profits, lost data or business interruption), whether based on warranty, contract, tort, or any other legal theory and whether or not we are advised of the possibility of such damages.

The Company disclaims itself of all liabilities incurred due to contraventions of any laws or rules of any foreign jurisdictions by the Users.

Limitation of Liability: In no event, Company’s aggregate liability, if any, that is proven and ordered by a court of competent jurisdiction pursuant to a claim by you or person acting on your behalf, shall extend beyond Rs. 5,000/- (Indian Rupees Five Thousand only) made pursuant to an order under which such liability has arisen and been established.

CANCELLATION

In the event you wish to cancel any of Service(s), then, you shall be permitted to do so cancelling your subscription plan at any time in your Account dashboard. Your cancellation will take effect at the end of the current paid term. It is to be acknowledged by you that all paid subscription plans are non-refundable in nature.

BETA SERVICES

From time to time, the Platform, in its sole discretion, may invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all Users (“Beta Service(s)”). Beta Service(s) are not part of the Service(s), and Beta Service(s) may be subject to additional terms and conditions, which we will provide to you prior to your use of the Beta Service(s). Such Beta Service(s) and all associated conversations and materials relating thereto will be considered Confidential Information and subject to the confidentiality provisions in this Agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Service(s) without our prior written consent. We make no representations or warranties that the Beta Service(s) will function. We may discontinue the Beta Service(s) at any time in our sole discretion. We will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Service(s) may not work in the same way as a final version. We may change or not release a final or commercial version of a Beta Service in our sole discretion.

ANTI BRIBERY AND ANTI CORRUPTION POLICY

Both Parties agree to conduct all their dealings in an ethical manner and with the highest business standards. Both Parties agree to adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind, in the course of all dealings with each other or any other third parties for the purpose of this Agreement and to comply with any anti-bribery and anti-corruption laws. Any instances of such violations will be viewed in a serious manner and Company reserves the right to take all appropriate actions or remedies as may be required under the circumstances including terminating this Agreement with immediate effect. You will provide all possible assistance to the Company in order to investigate any possible instances of unethical behavior or business conduct violations of employees or hired persons or agents of yours.

ANTI MONEY LAUNDERING (AML)

You shall, at all times, ensure compliance of law and complete all KYC/AML requirements as per law for the performance of its obligations under this Agreement. Any instances of such violations will be viewed in a serious manner and Company reserves the right to take all appropriate actions or remedies as may be required under the circumstances. You will provide all possible assistance to the Company, in order to investigate any possible instances of anti-money laundering.

CUSTOMER CARE SUPPORT:

In accordance with the applicable law, any concern, feedback which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Service(s) being availed hereunder, may be directed by you to such customer support personnel at the below mentioned coordinates:
‍
Shopsense Retail Technologies Limited,
1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, 
Ajit Nagar, Kondivita, Andheri East, Mumbai 400093
Email: [email protected]

GRIEVANCE OFFICER

In accordance with the applicable law, any grievances which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Service(s) being availed hereunder, may be directed by you to such grievance officer at the below mentioned coordinate:
‍
Name : Ms Sana Kazi
Designation : Grievance Officer
Email Address : [email protected]

NODAL OFFICER

Name : Mr Abhimanyu Malik
Designation : Nodal Officer
Email Address : [email protected]

APPLICABLE LAW AND JURISDICTION

These   Terms   are   governed   by   and   to   be   interpreted   in   accordance   with   the   applicable   laws   ofIndia, without regard to the choice or conflicts of law provisions of any jurisdiction. Subject to the Dispute Resolution clause below, Parties submit to the jurisdiction of the courts located at Mumbai, India for the resolution of all such disputes.

DISPUTE RESOLUTION

Parties   shall   endeavour   to   amicably,   through   discussions,   settle   and   resolve   any   dispute   or difference arising out of or in relation to this Terms (“Dispute”) within 15 (fifteen) days from the commencement of such Dispute. In case of such failure, the Dispute shall upon the expiry of the aforesaid   period,   be   referred   to   e-arbitration   to   be   conducted   by   a   sole   arbitrator,   who   shall   be jointly appointed by the Parties from the panel of available e-arbitrators. All arbitration proceedings may   be   conducted   through   mode   available   on   the   internet   or   any   other   information   and communication technology (including but not limited to video call system, telephone or mobile, fax, e-mail facilities) which can be beneficially used to solve disputes. All Arbitration proceedings shall be held in accordance to the provisions of Arbitration and conciliation Act, 1996. The Language ofArbitration shall be English. The arbitral award shall be final and binding on the Parties. The award may include costs, including reasonable advocates’ fees and disbursement.

FORCE MAJEURE

We will not be held responsible for any delay or failure to comply with its obligations if the delay or failure arises from any cause which is beyond our reasonable control.

We will not be held responsible for any delay or failure to comply with its obligations if the delay or failure arises from any cause which is beyond our reasonable control.

WAIVER

No provision in these Terms will be deemed waived and no breach excused, unless such waiver or consent is in writing and signed by us. Any consent by us to, or waiver of your breach, whether expressed or implied, will not constitute consent to, waiver of, or excuse for any other different or subsequent breach

SEVERABILITY

If any provision of these Terms is held by a court of competent jurisdiction to be un enforceable under applicable law, then such provision will be excluded from these Terms and the remainder of these   Terms   of   Use   will   be   interpreted   as   if   such   provision   were   so   excluded   and   will   been forceable in accordance with its terms; provided however that, in such event, these Terms will be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law,   to   the   meaning   and   intention   of   the   excluded   provision   as   determined   by   such   court   of competent jurisdiction.

MISCELLANEOUS

These Terms supersedes all previous oral and written terms and conditions (if any) communicated to you by us, for the use of Platform, and the rights and liabilities with respect to any Service(s) to be provided by us shall be limited to the scope of these Terms

Both the Parties agree that these Terms are accepted by both the Parties on a non-exclusive basis and   that   both   Parties   shall   be   free   to   engage   any   third-party   as   its   client/service   provider   to procure/provide similar or identical Service(s).

If the User has any concerns, feedback, review, or any request, the User is free to contact the Company at Customer care id: [email protected]  

Company Details:
Shopsense Retail Technologies Limited
CIN: U52100MH2012PLC236314
1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar,
Kondivita, Andheri East, Mumbai 400093