Terms of use

(Revised as of October 1st, 2023)

The terms and conditions outlined below (referred to as the "Agreement") govern your relationship with Assistento AI, as described on our official website at [https://assistento.ai/] (https://app.assistento.ai/) (the "Subscription"). Your Subscription corresponds to the package tier you've chosen through our website ("Subscription Tier").

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By ticking the checkbox, making a payment, or using any part of our services, you're agreeing to this Agreement. This establishes a legally binding contract between you or the organization you represent ("Client" or "you") and Assistento AI, a Swiss-registered entity ("Assistento AI", "we", "us", "our"). You confirm that you have the authority to accept these terms on behalf of any entity you represent.

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We may modify this Agreement and will notify you of such changes. Continuing to use our services after modifications signifies your acceptance of the updated terms. Capitalized terms in this Agreement are defined either when bolded in brackets or as detailed in the Definitions section. Please review these terms carefully before proceeding with your Subscription.

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1. Service Details

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1.1 ORDERING

(a) When placing a Subscription order on our website or responding to our quote indicating your interest in our goods, software, or services, you confirm:

(i) Your legal capacity and appropriate age to form a binding agreement with us.

(ii) Your authorization to use the provided debit or credit card for the order.

(b) Accepting a Request indicates your intent to be bound by these terms.

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1.2 SUBSCRIPTION DETAILS

(a) The Subscription encompasses Software, Hosted Services, Support Services, and any agreed-upon Additional Services based on your Subscription Tier.

(b) Your Subscription defines the benefits and constraints listed on our website and in your Order. We might update these over time with due notice.

(c) Your Subscription starts when we provide access to the Solution (assuming you've paid the associated fees) and lasts for the Subscription Period unless terminated earlier as per these terms.

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1.3 ACCOUNT CREATION

(a) To use the Solution or to accept a Request, you might need to register for an account on our website ("Account").

(b) Registration might require details like name, username, password, billing and mailing addresses, phone number, payment details, and other information as we see fit.

(d) After registration, we may decide to approve and grant you an Account.

(e) We hold the right to suspend or terminate your Account for any violations of these terms.

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1.3.1 ACCOUNT CREATION USING SINGLE SIGN ON (SSO)

(a) Google Single Sign-On (SSO): Users may opt to create and access their account using Google's Single Sign-On (SSO) functionality. By selecting this option, users grant permission for the Solution to access, retrieve, and store certain information from their Google account, consistent with the permissions prompted during the SSO process. The exact data accessed will be specified during the SSO authorization process. Users acknowledge and agree that their use of Google SSO is subject to Google's Terms of Service and Privacy Policy.

(b) Microsoft Single Sign-On (SSO): Similarly, users have the option to create and access their account using Microsoft's Single Sign-On (SSO) functionality. By selecting this method, users allow the Solution to access, retrieve, and store specific information from their Microsoft account in line with the permissions provided during the SSO process. The specific data accessed will be detailed during the SSO authorization process. Users acknowledge and agree that their use of Microsoft SSO is governed by Microsoft's Terms of Service and Privacy Policy.

(c) Security and Privacy: While the Solution facilitates account creation and access using Google and Microsoft SSO, it does not store users' Google or Microsoft passwords. The Solution will maintain the confidentiality and security of the information retrieved via SSO in accordance with its Privacy Policy. However, users are advised to periodically review the permissions granted to the Solution and ensure they are comfortable with the data accessed and shared through SSO.

(d) Account Responsibility: Regardless of the method of account creation, users remain entirely responsible for any activity conducted through their account. Users are advised to ensure the security of their Google or Microsoft account passwords and periodically review account activity for any unauthorized or suspicious actions.

(e) Changes and Termination: The Solution reserves the right to modify or terminate support for Google and Microsoft SSO at any time. Users will be notified of any such changes and may be required to transition to a different method of account access if SSO support is terminated.

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1.4 SOFTWARE USAGE

(a) During the Subscription Period, we offer you a non-exclusive, non-transferable license to use the Software and Documentation up to the specified number of uses. If not specified, you're limited to one use.

(b) We might release Software "Enhancements" from time to time. These won't affect your existing terms but might lead to temporary downtimes.

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2. Services

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2.1 SERVICES PROVIDED

We'll provide:

(a) Hosted and Support Services as defined in your Subscription Order.

(b) Other services as outlined in any accepted Order (Additional Services).

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2.2 YOUR RESPONSIBILITIES

You commit to:

(a) Offering all necessary documentation, information, and assistance.

(b) Granting us access to third-party accounts or other accounts as needed.

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2.3 CLIENT MATERIALS

(a) You guarantee the completeness and accuracy of all materials provided to us.

(b) We're not liable for any issues arising from incomplete or inaccurate information provided by you.

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2.4 SERVICE REVIEWS

Upon your review and approval of a Service, you assume responsibility for any potential errors or omissions.

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2.5 PRIVACY CONCERNS

(a) We collect personal data to deliver our Solution and for purposes stated in our Privacy Policy.

(b) Our Privacy Policy further describes our data handling practices.

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3. Payments

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3.1 FEES

You're obligated to pay fees as detailed in the relevant Order.

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3.2 SUBSCRIPTION PAYMENTS

Subscription fees are due as described in your Order or as otherwise agreed in writing.

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3.3 PAYMENT DELAYS

We can suspend our services if you fail to meet payment obligations.

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3.4 REFUND POLICY

Refunds aren't available for change of mind.

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3.5 TAX CONSIDERATIONS

Prices don't include GST unless stated otherwise. GST will be added upon billing, given a tax invoice is provided.

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3.6 CARD CHARGES

We might add surcharges for payments made using credit, debit, or charge cards.

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4. Canceling your subscription

(a) You can end your Subscription anytime. The Subscription lasts until the current billing cycle's end, for which you'll be charged.

(b) After the current billing cycle, we aren't responsible for storing any User Data.

(d) We can terminate your Subscription at any point. If it's not due to your violation of terms, we'll offer a proportional refund.

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5. Subscription changes

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(a) You can request to change your Subscription Tier. When you do:

(i) We'll provide access to the new Tier as soon as possible.

(ii) New fees apply from the next billing cycle.

(b) If downgrading, new fees apply from the next billing cycle, and no pro-rata adjustments are typically made.

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6. Obligations

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6.1 YOUR RESPONSIBILITIES

(a) You, and all Users under your Subscription, must adhere to these Terms. Any breach may result in damages for which you accept responsibility and agree to indemnify us against.

(b) Without our written consent, you and your Users must not:

(i) Post offensive or inappropriate content using the Software;

(ii) Upload third-party copyrighted material;

(iii) Duplicate the Documentation or Software;

(iv) Alter or modify the Software;

(v) Remove any copyright notices from the Software or Documentation;

(vi) Act in a manner detrimental to our reputation or the Solution;

(vii) Infringe on third-party Intellectual Property Rights using the Software;

(viii) Create derivative works from the Software or Documentation;

(ix) Share the Software or Documentation publicly;

(x) Transfer the Software or Documentation to third parties;

(xi) Attempt to decipher the Software's source code;

(xii) Bypass the Software's security features;

(xiii) Exceed the allotted Number of Solution Uses.

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6.2 USER COMMITMENTS

Users must:

(a) Follow all your obligations under these Terms;

(b) Refrain from disruptive behaviors or posting inappropriate content;

(d) Use the Software only for its intended purpose, which is to build and deploy AI chains;

(e) Notify us immediately about unauthorized account access or security breaches;

(f) - (o) Respect all other provisions and restrictions detailed in the original clause 6.2.

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6.3 HOSTING SERVICES

We use third-party services for data hosting:

(a) Data might be stored outside Australia using cloud services;

(b) We aim for consistent data availability but cannot guarantee continuous access;

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6.4 SUPPORT SERVICES

For technical issues:

(a) We'll provide necessary support, but you should first attempt to address issues internally;

(b) You handle internal administration, password backups, and assisting your team with the Software;

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7. Uploaded content

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7.1 WARRANTIES & INDEMNIFICATION

(a) When posting content (Posted Material) in connection with the Software, you and your Users warrant that:

(i) You're authorized to share the content;

(ii) It's free from harmful or offensive material;

(iii) It doesn't tarnish our or associated parties' reputations;

(iv) It doesn't mimic other products or services unlawfully;

(v) It respects all Intellectual Property Rights;

(vi) It's free from malicious software;

(vii) It's in line with applicable laws.

(b) You'll indemnify us against claims that your Posted Material infringes third-party Intellectual Property Rights.

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7.2 CONTENT MODERATION

(a) We may, at our discretion, review and remove any Posted Material from the Solution, especially if it infringes on third-party rights.

(b) You're responsible for maintaining records of your Posted Material.

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8 Intellectual property and data

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8.1 INFRINGING CONTENT ON THE SOFTWARE

(a) If you become aware of Posted Material, or other Material, on the Software that infringes the Intellectual Property Rights of any person, or is reasonably likely to, please contact us immediately.

(b) If you submit a complaint to us under clause 9.1(a):

(i) you warrant that the substance of the complaint is accurate, true and involves infringement of copyright;

(ii) you acknowledge and agree that groundless threats of legal proceedings in relation to copyright infringement may be prohibited under applicable law (for example, Australia’s Copyright Act 1968, or equivalent laws wherever you are located); and

(iii) you agree to indemnify Assistento AI AI in relation to any loss or damage that may arise in relation to your complaint, including in relation to any third party claim that the complaint contains a groundless threat.

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8.2 SOFTWARE CONTENT INTELLECTUAL PROPERTY

(a) (Our ownership) We retain ownership of all materials provided to you throughout the course of your Subscription in connection with the Software (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.

(b) (Licence to you) You are granted a licence to the Software Content, for the Number of Solution Uses, and you may make a temporary electronic copy of the Software Content for the sole purpose of viewing it and using it for the purposes of the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish any Software Content without prior written consent from us or as otherwise permitted by Law.

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8.3 CLIENT DATA

Our Rights and Obligations

(a) You grant to us (and ourPersonnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use Client Data to the extent reasonably required to provide the Solution and to improve the Solution.

(b) We will:

(i) establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Client Data;

(ii) not make any undocumented, unreported or authorised configuration changes to our systems or to the information security controls that secure Client Data, if those changes would materially decrease the protections afforded to Client Data; and

(iii) notify and keep you notified at all times of our current safety and security procedures and safeguards that are made from time to time.

(c) We reserve the right to remove any Client Data at any time, for any reason, including where we deem Client Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

(d) You are responsible for ensuring that:

(i) you share Client Data only with intended recipients; and

(ii) all Client Data is appropriate and not offensive.

(e) You:

(i) warrant that our use of Client Data will not infringe any third-party Intellectual Property Rights; and

(ii) indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

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9. Third party interactions

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9.1 THIRD PARTY AGREEMENTS

(a) You accept that third-party terms may apply to your use of the Solution, including Additional Services. By using the Solution, you agree to these third-party terms.

(b) We aren't liable for issues arising from these third-party terms.

(c) Notify us immediately if you disagree with any third-party terms, as this might impact our service delivery timeline.

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9.2 INTEGRATIONS WITH EXTERNAL SOFTWARE

(a) You recognize and concur that complications might emerge when transferring data to software, during data movements between distinct software solutions, or when various software solutions are merged. We don't assure that the merging actions between our Software and other software solutions will always be error-free, flawless, or instantaneous.

(b) You accept that we won't be accountable for how third-party products or services operate, encompassing third-party software. Furthermore, if you intertwine our Software with third-party software or alter our Software in any manner, including by amending or appending to its code or by embedding APIs, we're not responsible for how it functions.

(c) When you incorporate third-party software or code into our Software, combine our Software with other external software, or implement any alterations to our Software, inclusive of its code (termed User Software Modifications):

(i) You understand and accept that such modifications could negatively impact the Solution, including our Software.

(ii) You'll shield us against any losses or damages stemming from these User Software Modifications.

(iii) We aren't accountable for any malfunctions in the Solution if such malfunctions arise from or are influenced by these User Software Modifications.

(iv) We might ask you to modify or eradicate these User Software Modifications, based on our judgment. Should we request it, you need to respond swiftly.

(v) We have the right to halt your Solution access until you've adjusted or discarded the User Software Modification.

(vi) At our sole discretion, we can alter or delete any User Software Modification. We're not responsible for any data losses or any other damages you might encounter due to our changes or removals related to the User Software Modification.

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10. Privacy & confidentiality

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(a) Both parties must protect the Confidential Information shared.

(b) You accept our Privacy Policy, which governs our data handling practices.

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11. Limitations & responsibilities

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11.1 GUARANTEES & CONSTRAINTS

(a) Assurances Given: We guarantee that:

(i) The Software, during its Subscription Period, will largely operate in line with the Documentation;

(ii) Throughout the Subscription Period, the Solution will be rendered as illustrated to you, consistent with these Terms;

(iii) Based on our understanding, using the Software in alignment with these Terms won't violate the Intellectual Property Rights of any third entity.

(b) Handling Software Issues: We pledge to rectify any anomalies, glitches, or flaws in the Software detected during the Subscription Period and brought to our attention by you, except if these:

(i) Stem from the Software's interaction with unendorsed solutions, computer hardware, software, or services;

(ii) Are consequences of Software mishandling;

(iii) Arise from the Software's utilization contrary to these Terms or Documentation.

(c) Limits on Services: We present the Solution to you purely "as is". You should recognize and concur that we can't assure:

(i) An error-free or flawless Solution;

(ii) Constant Solution accessibility;

(iii) Prompt or assured message delivery via the Solution;

(iv) Secure or confidential information exchange through the Solution;

(v) The complete accuracy of information via the Solution.

(d) Your Understanding & Agreement: You should be aware and accept that:

(i) We aren't responsible for unauthorized tampering, destruction, loss, or alteration of User Data due to cyber threats;

(ii) Information we share related to the Solution or Services is generic, might not align with your specific needs, and doesn't equate to specialized advice;

(iii) It's on you to adhere to relevant regulations pertinent to your operations, inclusive of labor and privacy laws.

(e) Warranty Exclusions: Except as clearly stated in these Terms, any implied or direct promises or warranties (whether about suitability or performance) are omitted, as far as the law allows.

(f) Consumer Law Perspective: These Terms aren't designed to override the Australian Consumer Law in the Competition and Consumer Act 2010 (Cth) (ACL). The ACL may grant you specific rights (like refunds, replacements, or repairs) for any shortcomings in our services or products.

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11.2 LIABILITY RESTRICTIONS

(a) Liability Cap: Under applicable law, our total liability to you for losses or damages under these Terms or due to the Solution is capped at the total Fees you've paid us in the 3 months before the first incident leading to the liability.

(b) Protection Clause: You commit to always safeguard and spare Assistento AI AI, its employees, officers, and representatives (“those safeguarded”) from any harm (inclusive of legal costs) or responsibility arising due to your or your representatives’, officers’, or employees’:

(i) Violation of any part of these Terms;

(ii) Acts of negligence, fraud, or criminal behavior.

(c) Unintended Losses: We won't be accountable for any indirect, special, or consequential damages, or losses related to data, business opportunities, goodwill, projected savings, profits, or revenue linked to these Terms or our goods/services, unless the law mandates such liability due to the Competition and Consumer Act 2010 (Cth) or other relevant regulations.

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12 Termination, conflicts, & cancellation

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12.1 MANAGING DISAGREEMENTS

(a) Any party asserting a disagreement under this agreement must refrain from initiating court action relating to the disagreement, barring a claim for immediate provisional relief, until they've adhered to this clause's stipulations.

(b) Any party seeking a dispute's resolution under this agreement must alert the opposing parties in writing, detailing the disagreement and demanding its settlement under this clause.

(c) Post-dispute notification, every involved party should earnestly strive to amicably resolve the disagreement. If not settled within 14 days (or another mutually agreed period) from the notice date, any party can initiate legal action to settle it.

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12.2 OUR TERMINATION RIGHTS

(a) At any moment, for any reason, including if:

(i) You or any of your team members or Users breach any of these Terms' stipulations;

(ii) You encounter bankruptcy or insolvency situations,

We reserve the right to immediately terminate these Terms or any Subscription by giving you written notice.

(b) If we end these Terms under this section 12, and you haven't violated any Terms, we'll refund a proportionate amount of the current 30-day Subscription Fee for the remaining days you won't access your Subscription.

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12.3 YOUR TERMINATION RIGHTS

You have the right to end these Terms if:

(a) We materially breach these Terms without resolving it within 30 days after your written notice; or

(b) We face insolvency or bankruptcy situations.

If you justifiably terminate per this section 12, you won't owe any further fees (unless it's later determined your termination was unjustified).

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13. Unforeseeable events

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We're not liable for delays or failures due to unforeseen events beyond our control, such as natural disasters or pandemics.

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14. Communications

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(a) Notices must be:

(i) Written in English.

(ii) Sent to the designated email addresses. Both parties can update their contact email as needed.

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(b) An email notice is considered given:

(i) After 24 hours, unless it's a weekend or public holiday (in which case, the next business day).

(ii) Or once the recipient replies.

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15. Governing law

The governing law of this Agreement shall be the substantive laws of Switzerland, without regard to its conflict of laws principles. Any claim or dispute between you and Assistento AI.ai that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in Switzerland, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the courts of Switzerland.

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15.2 WAIVERS

Waivers must be written and signed to be valid.

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15.3 SEVERABILITY

Invalid terms won't affect the rest of the agreement.

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15.4 LIABILITY

Liabilities are shared among parties involved.

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15.5 TRANSFERS

Rights or obligations can't be transferred without written consent.

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15.6 AGREEMENT'S SCOPE

This agreement is the complete understanding between parties.

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15.7 GUIDELINES FOR INTERPRETATION

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(a) Singular and Plural Forms: Words in singular form will also encompass their plural counterparts, and vice versa.

(b) Currency Indication: Any mention of "$" or “dollar” refers explicitly to the US currency. Any mention of "€" or “euro” refers explicitly to the European Union currency.

(d) Defined Expressions: When a specific definition is attributed to a word or phrase, other grammatical variations of that word or phrase will hold the same defined meaning.

(e) Individual and Entity: The terms “person” or “you” cover individuals, their estates, corporations, authorities, associations, consortiums, joint ventures (whether incorporated or not), partnerships, trusts, and any other forms of entities.

(f) Parties and Their Successors: Mention of a party includes its executors, administrators, successors, permitted assigns, including those who adopt by novation. For trustees, this also extends to any new or additional trustee.

(g) Agreement References: Any reference to a party, clause, paragraph, schedule, exhibit, attachment, or annexure is a direct mention of the respective section of this agreement. Moreover, referring to this agreement means including all its schedules, exhibits, attachments, and annexures.

(h) Document Evolution: Mentioning a document (inclusive of this agreement) implies that document in its current form or any future variation, novation, ratification, or replacement.

(i) Title & Bold Text Function: Titles, headings, and bolded words are purely for organizational ease and hold no bearing on the interpretation.

(j) Inclusion Language: Using “includes” or any similar terms does not limit the scope of what might be included.

(k) No Bias in Interpretation: No section of this agreement should be construed against a party solely because they were involved in drafting or formulating that section or the entire agreement.

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DEFINITIONS

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Here's a concise list of defined terms:

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- Client Data: Your data and associated rights provided to us.

- Confidential Information: Private information shared between parties.

- Documentation: All guides and manuals related to the Software.

- Fees: All payments related to the Subscription and Services.

- Hosted Services: As defined in clause 3.1.

- Intellectual Property Rights: All intellectual and industrial property rights globally.

- Material: Information or documents in any format.

- Number of Solution Uses: Usage limitations based on Subscription Tier.

- Personnel: Officers, employees, contractors, and agents of a party.

- Services: All services we provide, including hosting and support.

- Software: The software described on our Website.

- Software Content: As defined in clause 9.2(a).

- Solution: The complete package, including Software and Services.

- Subscription: Your access to the Solution.

- Subscription Fees: As defined in clause 4.

- Subscription Period: Duration of your Solution access.

- Subscription Tier: Your access level to the Solution.

- Support Services: As defined in clause 3.2.

- User: End users and others with access to the Software.

- User Data: Data uploaded to the Software by Users.

- Website: Our website is related to the Solution.

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16 Communication with us

If you have any questions or comments about this Terms of use, please do not hesitate to contact us at:

https://www.assistento.ai

https://www.app.assistento.ai

[email protected]

Blockstein GmbH,

Attn: Assistento AI.ai,

Pilatustrasse 50, 6052 NW Switzerland

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Terms of use