Welcome to Convogenie! These Terms and Conditions ("Terms") govern your access to and use of the AI agent platform, software, services, and website (collectively, the "Services") provided by Convogenie Technologies Private Limited, a company registered at No 32, Chhabria Icon, 2nd Floor, 1st Main road, Vasanth Nagar, Bengaluru-560001, Karnataka, India ("Convogenie," "we," "us," or "our").

By accessing or using our Services, creating an account, or clicking a button or checking a box marked "I Agree" (or similar), you signify that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree with these Terms, you must not access or use the Services.

If you are using the Services on behalf of an organization or entity ("Organization"), then you are agreeing to these Terms on behalf of that Organization, and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, "you" and "your" will refer to that Organization.

1. Description of Services

Convogenie provides a SaaS platform that enables users ("Tenants," "you") to customize prompts, add knowledge bases, define AI agent abilities, test AI agents in a playground environment, integrate custom tools, and deploy these autonomous AI agents to various third-party messaging and workspace integrations. Key features include a private-per-tenant database architecture for enhanced data segregation.

2. User Accounts

• Registration: To access most features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

• Account Security: You are responsible for safeguarding your account password and for any activities or actions under your account, whether or not you have authorized such activities or actions. You agree to notify Convogenie immediately of any unauthorized use of your account. Convogenie is not liable for any loss or damage arising from your failure to comply with these security obligations.

• Eligibility: You must be at least 18 years old and capable of entering into a binding contract to use the Services. If you are under 18, you may not use the Services.

  
  

3. Tenant Responsibilities and Acceptable Use

• Lawful Use: You agree to use the Services only for lawful purposes and in accordance with these Terms and all applicable local, state, national, and international laws and regulations.

• Tenant Content: You are solely responsible for all data, information, text, documents, images, prompts, knowledge base content, custom tool configurations, and any other materials that you upload, create, submit, store, or display in connection with your use of the Services, including the content generated by the AI agents you configure and deploy ("Tenant Content").

• You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to use and to authorize Convogenie to use your Tenant Content as necessary to provide the Services and as otherwise permitted by these Terms.

• AI Agent Configuration and Output: You are solely responsible for the configuration, prompts, knowledge bases, and abilities you provide to the AI agents you build and deploy using the Services. You acknowledge and agree that the output, responses, and actions of your AI agents ("AI Output") are a direct result of your configurations and Tenant Content. Convogenie has no control over, and assumes no responsibility or liability for, the AI Output or its accuracy, legality, or appropriateness. You are responsible for reviewing and ensuring the suitability of all AI Output for your intended use.

• Prohibited Activities: You agree not to, and not to permit any third party to:

• Use the Services for any illegal, fraudulent, or unauthorized purpose.

• Upload, transmit, or generate any Tenant Content or AI Output that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.

• Generate or disseminate information that is intentionally false, misleading, or deceptive (disinformation) or that constitutes hate speech.

• Use the Services to infringe upon or violate the intellectual property rights or any other rights of any third party.

• Use the Services to create or disseminate spam, unsolicited messages, or malware.

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to the Services (except to the extent applicable laws specifically prohibit such restriction).

• Modify, translate, or create derivative works based on the Services.

• Rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Services.

• Interfere with or disrupt the integrity or performance of the Services or any data contained therein.

• Attempt to gain unauthorized access to the Services or its related systems or networks.

• Use the Services in any manner that could damage, disable, overburden, or impair any Convogenie server or the network(s) connected to any Convogenie server.

• Use the Services to develop a competing product or service.

• Third-Party Platform Compliance: When deploying AI agents to third-party platforms (e.g., WhatsApp, Instagram, Facebook, Google Workspace), you are solely responsible for complying with all terms, conditions, policies, and guidelines of such third-party platforms. Convogenie is not responsible for any violations of third-party platform terms caused by your AI agents or your use of the Services.

• Compliance with Laws: You are responsible for ensuring that your use of the Services, including your Tenant Content and AI Output, complies with all applicable laws, including data privacy laws, and industry-specific regulations.

  
  

4. Fees and Payment

• Subscription Fees: Certain features of the Services may require payment of subscription fees ("Subscription Fees"). You agree to pay all applicable Subscription Fees as set forth on our pricing page or as otherwise agreed with Convogenie. All fees are quoted in the currency specified at the time of purchase.

• Billing: We use a third-party payment processor (currently Dodo Payments) to bill you through a payment account linked to your account on the Services. The processing of payments will be subject to the terms, conditions, and privacy policies of the payment processor in addition to these Terms. We are not responsible for errors by the payment processor.

• Automatic Renewal: Unless you cancel your subscription before the end of the current subscription period, your subscription will automatically renew for an additional period of the same duration, and you authorize us to collect the then-applicable Subscription Fee using any credit card or other payment mechanism we have on record for you.

• Changes to Fees: Convogenie reserves the right to change its Subscription Fees upon 30 days' notice. Such notice may be provided at any time by posting the changes to the Convogenie website or by email.

• No Refunds: Subscription Fees are non-refundable except as required by law or as otherwise explicitly stated by Convogenie in writing.

• Taxes: You are responsible for paying all applicable sales, use, value-added, and other taxes, duties, and governmental charges associated with your subscription, excluding taxes based on Convogenie's net income.

  
  

5. Intellectual Property Rights

• Convogenie's Intellectual Property: As between you and Convogenie, Convogenie owns all right, title, and interest in and to the Services, including all underlying software, AI models (excluding your specific configurations applied to them), technology, documentation, and all intellectual property rights therein or related thereto ("Convogenie IP"). Except for the limited rights expressly granted to you to use the Services under these Terms, no other rights are granted, and all rights not expressly granted are reserved by Convogenie.

• Tenant Content Ownership: You retain all right, title, and interest in and to your Tenant Content.

• License to Convogenie: You grant Convogenie a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers, e.g., to our hosting providers) license to use, reproduce, modify, adapt, store, transmit, and display your Tenant Content solely to the extent necessary to provide, maintain, and improve the Services for you and to perform our obligations under these Terms.

• Feedback: If you provide Convogenie with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you hereby grant Convogenie an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.

  
  

6. Confidentiality

• Definition: "Confidential Information" means any information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as "Confidential," "Proprietary," or some similar designation, or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Tenant Content stored within your private tenant database is considered your Confidential Information. Convogenie IP and the terms of any specific agreement between you and Convogenie are Convogenie's Confidential Information.

• Obligations: Each party agrees to use the other party's Confidential Information solely as necessary for performing its obligations under these Terms and for no other purpose. Each party will protect the other's Confidential Information from unauthorized disclosure using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

• Exclusions: Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is received from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

• Compelled Disclosure: A party may disclose Confidential Information if required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement (unless legally prohibited) and assistance in obtaining an order protecting the information from public disclosure.

  
  

7. Term and Termination

• Term: These Terms will remain in full force and effect while you use the Services.

• Termination by You: You may terminate your account and these Terms at any time by following the instructions within the Services or by contacting us at rahul@convogenie.ai.

• Termination or Suspension by Convogenie: Convogenie may, in its sole discretion, suspend or terminate your access to and use of the Services, or any part thereof, at any time and for any reason, including, without limitation, if Convogenie believes that you have violated or acted inconsistently with the letter or spirit of these Terms, for non-payment of fees, or if your use of the Services poses a security risk to us or any third party. We will make reasonable efforts to provide you with notice of any such suspension or termination.

• Effect of Termination: Upon termination of your account:

• Your right to use the Services will immediately cease.

• You will remain liable for all amounts due up to and including the date of termination.

• Convogenie will have no obligation to maintain or provide any of your Tenant Content and may thereafter, unless legally prohibited, delete all Tenant Content in its systems or otherwise in its possession or under its control in accordance with our data retention policies (as further described in our Privacy Policy). It is your responsibility to export any Tenant Content you wish to retain before termination.

• Survival: Sections 3 (Tenant Responsibilities, to the extent of post-termination obligations), 4 (Fees and Payment, for amounts due), 5 (Intellectual Property Rights), 6 (Confidentiality), 7 (Effect of Termination, Survival), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law and Dispute Resolution), and 15 (General Provisions) shall survive any termination or expiration of these Terms.

  
  

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

CONVOGENIE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE RESULTS OF THE USE OF THE SERVICES (INCLUDING ANY AI OUTPUT) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES AND RELIANCE ON ANY AI OUTPUT IS AT YOUR SOLE RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CONVOGENIE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CONVOGENIE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CONVOGENIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR RELATED TO THE SERVICES; (III) ANY TENANT CONTENT OR AI OUTPUT; (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONVOGENIE'S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO CONVOGENIE FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Indemnification

You agree to defend, indemnify, and hold harmless Convogenie, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; (iv) any claim that your Tenant Content or AI Output caused damage to a third party; or (v) your configuration and deployment of AI agents, including their actions and outputs. This defense and indemnification obligation will survive these Terms and your use of the Services.

11. Modifications to Terms

Convogenie reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Notice may be provided by posting the updated Terms on our website, by sending you an email to the address associated with your account, or by other means.

By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, you must stop using the Services.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in Bengaluru, Karnataka, India to resolve any legal matter arising from these Terms or your use of the Services.

13. Third-Party Services and Integrations

The Services may permit you to link to or integrate with other websites, services, or resources on the Internet (e.g., third-party messaging platforms, Google Workspace, custom tools). When you access third-party resources, you do so at your own risk. These other resources are not under Convogenie's control, and you acknowledge that Convogenie is not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. The inclusion of any such link or integration does not imply an endorsement by Convogenie or any association with its operators. You further acknowledge and agree that Convogenie shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource.

14. Support

Convogenie will provide technical support for the Services. Support inquiries can be directed to rahul@convogenie.ai or through other channels as specified by Convogenie. Convogenie will use commercially reasonable efforts to respond to support requests in a timely manner but makes no guarantees regarding response times or the resolution of any support issues.

15. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any other legal notices or agreements published by Convogenie on the Services, shall constitute the entire agreement between you and Convogenie concerning the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Convogenie.

• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

• Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Convogenie's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

• Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Convogenie without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

• No Agency: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other in any respect.

• Notices: All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to rahul@convogenie.ai (or to your email address on file if we are notifying you).

• Force Majeure: Convogenie shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Convogenie's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation, acts of God, war, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

  
  

16. Contact Information

If you have any questions about these Terms, please contact us at:

Convogenie Technologies Private Limited

No 32, Chhabria Icon, 2nd Floor, 1st Main road,

Vasanth Nagar, Bengaluru-560001, Karnataka, India

Email: rahul@convogenie.ai