Terms of Service

Effective Date: January 1, 2025

Last Updated: January 1, 2025

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and NextCognite ("Company," "we," "our," or "us") regarding your use of our website, AI chat agent services, WhatsApp automation platform, and related services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

Description of Services

NextCognite provides AI-powered automation solutions specializing in WhatsApp-based chat agents and business automation services, including but not limited to:

Core Services

• Restaurant Receptionist Automation: Fully automated receptionist services for restaurants, including table reservations, order management, menu inquiries, and customer support through WhatsApp integration.

• Clinic Booking System: Automated appointment booking and management system for healthcare clinics, featuring calendar integration, patient reminders, follow-up messages, and scheduling optimization.

• Sales Agent Automation: AI-powered sales agents designed to promote products, qualify leads, provide sales support, and guide customers through purchase processes via WhatsApp communication.

• Customer Information Center: Comprehensive customer support solution capable of handling inquiries through voice and text messages, maintaining knowledge bases, and providing multi-language support.

Platform Features

Our Services include access to our proprietary AI technology, WhatsApp Business API integration, dashboard and analytics tools, customization options, and ongoing technical support.

Eligibility and Account Registration

Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction

• Have the legal capacity to enter into binding agreements

• Represent a legitimate business entity or operate as a sole proprietor

• Comply with all applicable laws and regulations in your jurisdiction

• Not be prohibited from using our Services under applicable law

Account Registration

To access certain features of our Services, you must create an account by providing accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials

• All activities that occur under your account

• Promptly notifying us of any unauthorized use of your account

• Ensuring that your account information remains accurate and up-to-date

Acceptable Use Policy

Permitted Uses

You may use our Services only for lawful business purposes and in accordance with these Terms. Permitted uses include:

• Automating legitimate business communications with customers

• Managing appointments, reservations, and bookings

• Providing customer support and information services

• Conducting sales and marketing activities in compliance with applicable laws

• Integrating our Services with your existing business systems

Prohibited Uses

You agree not to use our Services for any of the following prohibited purposes:

• Illegal Activities: Any unlawful purpose or activity that violates local, state, national, or international laws

• Spam and Unsolicited Communications: Sending unsolicited messages, spam, or bulk communications without proper consent

• Harassment and Abuse: Harassing, threatening, or abusing other users or third parties

• Fraudulent Activities: Engaging in fraudulent, deceptive, or misleading practices

• Intellectual Property Infringement: Violating the intellectual property rights of others

• Malicious Software: Distributing viruses, malware, or other harmful software

• Data Mining: Unauthorized data collection or scraping of our Services

• System Interference: Attempting to interfere with, disrupt, or damage our Services or infrastructure

WhatsApp Integration and Compliance

WhatsApp Business Policy Compliance

Our Services integrate with WhatsApp Business API, and your use of our Services must comply with:

• WhatsApp Business Policy and Terms of Service

• WhatsApp Commerce Policy (if applicable)

• Meta's Platform Terms and Developer Policies

• All applicable telecommunications and messaging regulations

Message Content Responsibility

You are solely responsible for:

• The content of all messages sent through our Services

• Obtaining proper consent from recipients before sending messages

• Complying with anti-spam laws and regulations

• Ensuring message content is accurate, lawful, and appropriate

• Respecting recipient preferences and opt-out requests

Data Protection and Privacy

When using our WhatsApp integration services, you must:

• Comply with all applicable data protection laws (GDPR, CCPA, etc.)

• Obtain necessary consents for data processing

• Implement appropriate data security measures

• Respect user privacy rights and preferences

• Provide clear privacy notices to your customers

Intellectual Property Rights

Our Intellectual Property

NextCognite retains all rights, title, and interest in and to our Services, including:

• Proprietary software, algorithms, and AI technology

• Trademarks, service marks, and brand elements

• Copyrighted materials, documentation, and content

• Trade secrets and confidential information

• Patents and patent applications

User Content and Data

You retain ownership of any content, data, or information you provide through our Services ("User Content"). By using our Services, you grant us a limited, non-exclusive, royalty-free license to:

• Process and store your User Content as necessary to provide our Services

• Use aggregated and anonymized data for service improvement and analytics

• Display your User Content within the context of providing our Services

• Create derivative works necessary for service functionality

Feedback and Suggestions

Any feedback, suggestions, or ideas you provide regarding our Services become our property and may be used without compensation or attribution.

Payment Terms and Billing

Subscription Plans and Pricing

Our Services are offered through various subscription plans with different features and pricing tiers. Current pricing information is available on our website and may be updated from time to time with appropriate notice.

Payment Processing

• All payments are processed through secure third-party payment processors

• You authorize us to charge your designated payment method for all applicable fees

• Payments are due in advance according to your selected billing cycle

• All fees are non-refundable unless otherwise specified in these Terms

Billing and Invoicing

• Subscription fees are billed in advance on a recurring basis

• Usage-based fees may be billed monthly in arrears

• You will receive electronic invoices for all charges

• You are responsible for paying all applicable taxes

Late Payments and Suspension

• Accounts with overdue payments may be suspended or terminated

• We may charge late fees for overdue payments as permitted by law

• Service restoration requires payment of all outstanding amounts

Service Level Agreement and Support

Service Availability

We strive to maintain high service availability but do not guarantee uninterrupted access to our Services. Planned maintenance will be communicated in advance when possible.

Technical Support

We provide technical support through various channels including:

• Email support during business hours

• Online documentation and knowledge base

• Community forums and user resources

• Priority support for premium subscribers

Service Limitations

Our Services are subject to certain limitations including:

• API rate limits and usage quotas

• Message volume restrictions based on your subscription plan

• Geographic availability limitations

• Third-party service dependencies (WhatsApp, payment processors, etc.)

Data Security and Privacy

Security Measures

We implement industry-standard security measures to protect your data, including:

• Encryption of data in transit and at rest

• Regular security audits and vulnerability assessments

• Access controls and authentication mechanisms

• Incident response and breach notification procedures

Data Processing and Storage

• Your data may be processed and stored in various geographic locations

• We comply with applicable data protection laws and regulations

• Data retention periods are outlined in our Privacy Policy

• You may request data deletion subject to legal and operational requirements

Business Continuity

We maintain backup and disaster recovery procedures to ensure service continuity, but we cannot guarantee against all possible data loss scenarios.

Limitation of Liability

Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE

• NON-INFRINGEMENT OF THIRD-PARTY RIGHTS

• UNINTERRUPTED OR ERROR-FREE OPERATION

• ACCURACY OR RELIABILITY OF RESULTS

• SECURITY OF DATA TRANSMISSION

Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS OR REVENUE

• LOSS OF DATA OR INFORMATION

• BUSINESS INTERRUPTION

• LOSS OF GOODWILL OR REPUTATION

• COST OF SUBSTITUTE SERVICES

Third-Party Services

We are not responsible for the availability, functionality, or performance of third-party services (including WhatsApp) that integrate with our Services.

Indemnification

You agree to indemnify, defend, and hold harmless NextCognite, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses arising from or related to:

• Your use of our Services

• Your violation of these Terms

• Your violation of applicable laws or regulations

• Your infringement of third-party rights

• Content you submit through our Services

Termination

Termination by You

You may terminate your account and discontinue use of our Services at any time by:

• Canceling your subscription through your account settings

• Contacting our customer support team

• Following the cancellation procedures outlined in our documentation

Termination by Us

We may suspend or terminate your access to our Services immediately and without notice if:

• You violate these Terms or our Acceptable Use Policy

• Your account becomes delinquent on payment obligations

• We reasonably believe your use poses a security risk

• We are required to do so by law or legal process

• We decide to discontinue our Services

Effect of Termination

Upon termination:

• Your access to our Services will be immediately revoked

• We may delete your account and associated data after a reasonable period

• You remain liable for all charges incurred prior to termination

• Provisions of these Terms that should survive termination will remain in effect

Dispute Resolution

Governing Law

These Terms are governed by and construed in accordance with the laws of [Jurisdiction], without regard to conflict of law principles.

Dispute Resolution Process

Before initiating formal legal proceedings, you agree to attempt to resolve disputes through:

1. Direct Communication: Contact our customer support team to discuss the issue

2. Mediation: Participate in good faith mediation if direct communication fails

3. Arbitration: Submit to binding arbitration as outlined below

Arbitration Agreement

Any disputes that cannot be resolved through mediation shall be resolved through binding arbitration administered by a recognized arbitration organization. The arbitration shall be conducted in English and governed by the applicable arbitration rules.

Class Action Waiver

You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as part of a class action, collective action, or representative proceeding.

General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any additional terms applicable to specific Services, constitute the entire agreement between you and NextCognite regarding your use of our Services.

Amendments

We may modify these Terms at any time by posting the updated Terms on our website. Material changes will be communicated through email or prominent notice on our Services. Your continued use of our Services after such modifications constitutes acceptance of the updated Terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms without restriction.

Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or government actions.