Terms and Conditions

These SaaS Terms of Service, including the Order Form, whether completed online or otherwise, which by this reference is incorporated herein (this “Agreement”), is a binding agreement between Xtage Technologies Private Limited (“Licensor”, “Toqi”, “Software”, “Company”, “we”, “us” or “our”) and the person or entity identified on the Order Form as the licensee for use and access to the Software (”Licensee”).

LICENSOR PROVIDES ACCESS TO THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON/CHECKING THE “ACCEPT” BOX ON THE ORDER FORM/OTHER MEANS PROVIDED FOR ACCEPTANCE YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT PROVIDE AUTHORIZATION FOR LICENSEE TO ACCESS THE SOFTWARE AND YOU MUST NOT ATTEMPT TO ACCESS THE SOFTWARE OR DOCUMENTATION.

1. Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts to use this Service. If you are using the Service on behalf of an entity, you represent that you have authority to bind that entity to these Terms.

2. Service Description

Our Service provides AI-based sales assistance to help shoppers on ecommerce websites (“Platform”, “Website”, “Store”) navigate stores, discover products, and receive personalized recommendations. The Service integrates third-party large language models (LLMs) to generate responses based on user inputs.

3. Use of Third-Party AI Providers

We use multiple third-party LLM providers (e.g., OpenAI, Anthropic, and others) to power core functionalities of the Service. By using the Service, you acknowledge and agree that:

• Your data, including chat inputs, may be processed by these providers for the purpose of generating chatbot responses.
• These providers operate under their own terms of service and privacy policies.
• Example: OpenAI Terms - https://openai.com/policies/terms-of-use
• We configure these providers to not use your data for training their models, where technically possible.
• We are not responsible for the outputs or conduct of third-party providers.

4. Data Privacy, Chat Storage, and Model Training

We store chat history, interactions, and related metadata for:

• Service improvement
• AI model fine-tuning and training (under strict internal privacy and security measures)
• Analytics and reporting features offered to users

We respect all data privacy obligations under GDPR and CCPA, and our processing practices are detailed in our Privacy Policy.

You agree not to submit sensitive personal data (e.g., Social Security numbers, health information) through the Service.

5. Billing and Refunds

Subscriptions and Fees

Access to the Service is provided on a subscription basis. Pricing, billing cycles, and payment methods are detailed on our website and/or order forms. By subscribing, you authorize us to charge your provided payment method for the applicable fees on a recurring basis until you cancel.

Free Trials

We may offer free trial periods. Upon expiration of a trial, your subscription will automatically renew at the standard rate unless cancelled before the end of the trial period.

Refund Policy

All payments are non-refundable, except as required by law or as otherwise explicitly stated by us.

6. User Obligations

You agree to:

• Use the Service only for lawful, business-related purposes on your ecommerce website(s);
• Not misuse the Service to generate harmful, unlawful, or misleading content;
• Monitor the AI-generated content presented to your customers;
• Ensure that your own use of the Service complies with all applicable laws and regulations.

7. Restrictions on Use of AI Output

You may display AI-generated responses to your ecommerce customers solely within the scope of your use of the Service.

• Commercial resale, redistribution, sublicensing, or external publication of AI-generated outputs is strictly prohibited.
• You may not claim authorship or ownership of AI-generated content as original human work.

8. Intellectual Property

• You retain ownership of your input content (e.g., product catalogues, any proprietary document provided to us for the purpose of model finetuning).
• Toqi retains all rights, title, and interest in the Service, software, models, branding, and proprietary technology.
• AI-generated content is licensed to you for internal, non-commercial use only within the scope of the Service.

9. Disclaimers

The AI-generated responses are for informational and engagement purposes only. They may contain inaccuracies or errors. You are responsible for reviewing and approving all output before presenting it to end users.

THE SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOQI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE AMOUNTS YOU PAID TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Termination

We reserve the right to suspend or terminate your account immediately if you violate these Terms or engage in any use of the Service that we reasonably believe could harm us, our infrastructure, or other users.

12. Modifications

We reserve the right to modify these Terms at any time. We will notify you of material changes by email or through the Service. Continued use of the Service after the effective date of changes constitutes your acceptance of the updated Terms.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delhi, India.

Any disputes arising out of or relating to these Terms shall be resolved through binding arbitration in New Delhi, Delhi, under the rules of the Indian American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction.

14. Contact Us

If you have any questions about these Terms or wish to exercise your data rights, please contact:

Xtage Technologies Private Limited
hello@toqi.ai