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Chatzy AI · Cybersharp Technology LLP

Platform Guidelines

Effective Date: 1st January, 2024  ·  Version 1.0

By using the Services, Customer confirms that it has read, understood, and agrees to comply with these Platform Guidelines.
1

Introduction and Binding Nature

These Platform Guidelines ("Guidelines") are published by Cybersharp Technology LLP, a limited liability partnership incorporated under the laws of India, trading as Chatzy AI ("Chatzy", "we", "us", or "our"), with its registered office in Delhi, India and corporate office at A-17, First Floor, Sector 65, Noida, UP - 201301, India.

These Guidelines govern the acceptable and prohibited conduct of all Customers and Users when accessing and using the Chatzy AI platform and all associated services, APIs, features, and tools (collectively, the "Services"). These Guidelines form part of the Documentation incorporated into the applicable Master Subscription Agreement ("MSA"), End User License Agreement ("EULA"), or SaaS Agreement between Customer and Chatzy (collectively, the "Governing Agreement"). Capitalised terms not defined in these Guidelines bear the meanings given in the applicable Governing Agreement.

By accessing or using the Services, Customer agrees, on behalf of itself and all of its Users, to comply with these Guidelines at all times. Customer is responsible for ensuring that all of its Users read, understand, and comply with these Guidelines. A breach of these Guidelines by any User shall be deemed a breach by Customer.

These Guidelines may be updated by Chatzy at any time without prior notice. Updates take effect immediately upon publication at https://www.chatzy.ai/platform-guidelines. Customer's continued use of the Services constitutes acceptance of the updated Guidelines. It is Customer's responsibility to review these Guidelines regularly.

2

AI Output — Disclaimer and Customer Responsibility

The Services are powered by generative artificial intelligence technologies. Customer acknowledges, on behalf of itself and all of its Users, the following:

2.1Inherent Limitations of AI

Generative AI is a rapidly evolving technology with known limitations. The Services may produce Output that is inaccurate, incomplete, outdated, biased, offensive, indecent, incorrect, contextually inappropriate, or otherwise objectionable. The quality and accuracy of Output depends significantly on the quality and content of the Input provided, and on factors outside Chatzy's control including the underlying AI models used.

2.2Customer's Verification Obligation

Customer and its Users must independently scrutinise and verify the accuracy, completeness, and appropriateness of all Output before relying upon it or distributing it to third parties. Output must not be used as a substitute for professional advice (legal, medical, financial, or otherwise) without independent verification by a qualified professional. Customer bears sole responsibility for all decisions made in reliance on Output.

2.3Chatzy's Exclusion of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHATZY SHALL NOT BE LIABLE IN ANY WAY FOR ANY OUTPUT GENERATED BY THE SERVICES, INCLUDING ANY ERRORS, OMISSIONS, INACCURACIES, OR OFFENSIVE CONTENT IN ANY OUTPUT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF CUSTOMER'S OR ANY USER'S USE OF, OR RELIANCE UPON, ANY OUTPUT. TO THE EXTENT THAT CUSTOMER OR ITS USERS RELIES UPON THE FACTUAL ACCURACY OF ANY OUTPUT, CUSTOMER ACKNOWLEDGES THAT IT DOES SO ENTIRELY AT ITS OWN RISK AND WITHOUT ANY RECOURSE TO CHATZY.

2.4AI Disclosure Obligation

Customer shall not represent, and shall not permit its Users to represent, to any end-user or third party that Output is wholly human-generated where it is AI-generated. Where required by applicable law or Chatzy's Acceptable Use Policy, Customer shall include appropriate AI disclosure notices in consumer-facing AI-generated content.

2.5Right to Modify Output

Chatzy reserves the right, in its sole and absolute discretion, to review, filter, modify, withhold, or refuse to generate any Input or Output that Chatzy determines, in its sole judgment, violates the Acceptable Use Policy or these Guidelines, or that poses a legal, reputational, or regulatory risk to Chatzy. Chatzy's exercise of this right in a particular instance shall not create any obligation to exercise it in future, nor shall any failure to exercise it constitute a waiver.

3

Account Security and Access Management

3.1Personal and Non-Transferable Credentials

User access credentials (including usernames, passwords, API keys, and authentication tokens) are personal to the designated individual User and may not be shared, transferred, sold, or used by any other person. Customer agrees to:

  1. 1Provide accurate, current, and complete account and User information at all times;
  2. 2Store access credentials securely and implement appropriate technical and organisational measures to prevent unauthorised access;
  3. 3Ensure that each User has a unique set of credentials and that credentials are not shared between Users or with third parties; and
  4. 4Promptly notify Chatzy at legal@chatzy.ai of any actual or suspected unauthorised access to or use of any account or credential.

3.2Customer's Responsibility for Account Activity

Customer is solely and exclusively responsible for all activity that occurs under its account and under the accounts of its Users, regardless of whether such activity was authorised by Customer. Chatzy shall not be liable for any loss or damage arising from unauthorised access to Customer's account where such access resulted from Customer's or any User's failure to maintain adequate security practices.

3.3User Management and Access Controls

Customer is solely responsible for:

  1. 1Managing which Users have access to the Services and to Customer Property within the Services;
  2. 2Promptly revoking access for any User who is no longer authorised (e.g., upon termination of employment or contract);
  3. 3Configuring appropriate access permissions and data segregation controls within the Services; and
  4. 4Ensuring that no User is granted access beyond what is necessary for their legitimate business purpose (principle of least privilege).

3.4Multi-User Account Features

Where the Services provide features enabling Customer or Users to add additional Users to accounts, grant access to Customer Property, or modify permissions, Customer acknowledges that it exercises such features entirely at its own risk. Chatzy shall not be liable for any data loss, exposure, or damage arising from Customer's misconfiguration of User access or permissions.

IMMEDIATE SUSPENSION RISK: Chatzy may immediately suspend access to an account if it reasonably suspects that account credentials have been compromised, that unauthorised access is occurring, or that the account is being used in breach of these Guidelines. Such suspension may occur without prior notice and without liability to Customer.

4

Acceptable Use and Policy Compliance

4.1Acceptable Use Policy

Customer and all of its Users shall at all times comply with Chatzy's Acceptable Use Policy ("AUP"), published at https://www.chatzy.ai/aup, as updated from time to time. The AUP is incorporated by reference into these Guidelines and the Governing Agreement. In the event of any conflict between these Guidelines and the AUP on matters of permitted and prohibited use, the AUP shall prevail.

4.2Fair Use Policy

Customer shall comply at all times with Chatzy's Fair Use Policy ("FUP"), published at https://www.chatzy.ai/fair-use-policy. Abnormally high usage, usage that exceeds applicable Parameters, or usage that degrades Service performance for other users is prohibited and may result in throttling, suspension, or termination of access.

4.3Consequences of Policy Violations

Any violation of the AUP, the FUP, or these Guidelines may result in, at Chatzy's sole and absolute discretion and without prior notice:

  1. 1Throttling or rate-limiting of the Services;
  2. 2Temporary locking of Customer's workspace or account;
  3. 3Immediate suspension of access to the Services;
  4. 4Permanent deletion of Customer's account and all associated data; and/or
  5. 5Termination of the Governing Agreement without refund of prepaid fees.

NO REFUNDS AND NO DISPUTE ACCEPTED: Where Customer's account is suspended or terminated due to: (i) any illegal activity; (ii) sharing of login credentials; (iii) violation of the AUP or FUP; or (iv) any other breach of these Guidelines or the Governing Agreement, no refund of any fees paid shall be issued and no claim in respect thereof will be entertained. Customer irrevocably agrees that any chargeback, payment dispute, or bank claim raised in connection with such suspension or termination shall be automatically rejected, and Customer agrees to indemnify Chatzy against all costs arising from any such disputed payment claim.

5

Prohibited Conduct

Except where expressly permitted in the Documentation or an applicable Order Form, Customer shall not, and shall ensure that its Users do not, do any of the following:

5.1Commercial Exploitation of the Services

  1. 1Sell, resell, rent, lease, sublicense, or otherwise distribute access to any portion of the Services to any third party not covered under the applicable Governing Agreement;
  2. 2Use the Services as a bureau service, application service provider, or to provide outsourced data processing services to third parties; or
  3. 3Repackage, rebrand, or represent the Services as your own product without Chatzy's express prior written consent.

5.2Service Integrity and Security

  1. 1Use the Services in a manner that interferes with, unduly burdens, or disrupts the integrity, performance, availability, or security of the Services or Chatzy's infrastructure;
  2. 2Conduct load tests, stress tests, penetration tests, security scans, or vulnerability assessments of the Services or any related infrastructure without Chatzy's express prior written consent;
  3. 3Attempt to gain unauthorised access to the Services, or to Chatzy's or its third-party suppliers' related systems, networks, or data;
  4. 4Bypass, circumvent, or attempt to circumvent any access controls, technical protection measures, rate limits, throttling mechanisms, or security features of the Services;
  5. 5Introduce, upload, transmit, or enable any viruses, Trojan horses, spyware, worms, ransomware, malware, bots, spam, or other malicious or disruptive code through the Services; or
  6. 6Use automated scripts, bots, or crawlers to access the Services in a manner that is not sanctioned by Chatzy or that exceeds normal human usage patterns.

5.3Competitive and Benchmarking Use

  1. 1Access any portion of the Services for the purpose of building, developing, or improving a similar, competing, or substitute product or service;
  2. 2Monitor, scrape, or analyse the Services for benchmarking purposes or for use in competitive intelligence; or
  3. 3Use Output generated by the Services to train, fine-tune, or improve any machine learning model other than as expressly permitted under the Governing Agreement.

5.4Intellectual Property Violations

  1. 1Copy, modify, translate, adapt, or create derivative works of any Chatzy Property, including the software, algorithms, models, user interfaces, or Documentation;
  2. 2Reverse engineer, reverse assemble, decompile, or attempt to derive the source code, underlying architecture, algorithms, or trade secrets of the Services or any component thereof, except to the limited extent expressly permitted by applicable law;
  3. 3Remove, alter, obscure, or violate any copyright notice, trademark, or other proprietary rights notice appearing in or on the Services; or
  4. 4Submit any Input that infringes, misappropriates, or violates any third-party intellectual property right, including copyrights, trademarks, trade secrets, and patents.

5.5Data and Privacy Violations

  1. 1Submit any sensitive Personal Data to the Services, including (without limitation) government-issued identification numbers, financial account or payment card information, personal health or medical information, biometric data, or children's data, except as expressly authorised in an applicable Order Form or Data Processing Agreement;
  2. 2Use the Services to process Personal Data in a manner that violates any applicable data protection or privacy law, including the Digital Personal Data Protection Act, 2023; or
  3. 3Collect, harvest, or extract Personal Data of other users of the Services.

5.6Misleading and Deceptive Conduct

  1. 1Misrepresent or mislead any person that Output generated by the Services is wholly human-generated;
  2. 2Use the Services to generate or disseminate disinformation, deepfakes, synthetic media, or other misleading content intended to deceive; or
  3. 3Impersonate Chatzy, its employees, other users, or any third party in connection with use of the Services.
6

Intellectual Property Infringement Notices

6.1Reporting Infringement

Chatzy will process and investigate properly submitted notices of alleged intellectual property infringement in respect of material submitted through Customer accounts, and will take appropriate action in accordance with applicable Indian law, including the Information Technology Act, 2000 and the Copyright Act, 1957. Customer agrees to use the Services only in a manner that does not violate any third-party copyright, trademark, trade secret, right of publicity, or other intellectual property right.

6.2Requirements for a Valid Notice

To be valid, a notice of alleged intellectual property infringement must be submitted in writing to legal@chatzy.ai and must include:

  1. 1Identification of the copyrighted work or other intellectual property claimed to be infringed;
  2. 2Identification of the material within the Services that is alleged to be infringing, with sufficient detail to enable Chatzy to locate it;
  3. 3Contact information for the complaining party (name, address, telephone number, and email);
  4. 4A statement that the complaining party has a good-faith belief that the use is not authorised by the intellectual property owner, its agent, or applicable law;
  5. 5A statement, made under penalty of perjury, that the information in the notice is accurate and that the complaining party is authorised to act on behalf of the intellectual property owner; and
  6. 6The physical or electronic signature of the authorised person.

6.3Counter-Notices

Where a Customer or User believes that material was removed or disabled as a result of a mistaken or misidentified infringement notice, it may submit a counter-notice to legal@chatzy.ai. Chatzy will evaluate counter-notices in good faith and in accordance with applicable law. Chatzy's decision in respect of any infringement notice or counter-notice shall be final.

6.4Repeat Infringers

Chatzy maintains a policy of terminating, in appropriate circumstances, the accounts of Customers or Users who are repeat infringers of intellectual property rights. Chatzy reserves the right to determine what constitutes a repeat infringer in its sole discretion.

6.5No Liability for User-Submitted Content

Chatzy is not responsible for, and expressly disclaims all liability for, intellectual property infringement arising from Content submitted to the Services by Customers or Users. Customer shall indemnify Chatzy against all claims, costs, and damages arising from such infringement in accordance with the indemnification provisions of the Governing Agreement.

7

Monitoring, Suspension, and Service Modification

7.1Right to Monitor

Chatzy reserves the right, but not the obligation, to monitor the use of the Services at any time and for any purpose, including for security, compliance, operational, and quality purposes. Customer consents to such monitoring by accessing or using the Services. Chatzy's exercise of this right does not impose any editorial responsibility on Chatzy or create any obligation to take any particular action in response to any observed conduct.

7.2Immediate Suspension or Throttling

Chatzy may, in its sole and absolute discretion and without prior notice, immediately suspend or throttle Customer's or any User's access to the Services if:

  1. 1Chatzy reasonably believes that Customer or any User is in breach of the Governing Agreement, these Guidelines, the AUP, or the FUP;
  2. 2Customer's or any User's usage is causing or is reasonably likely to cause degradation of Service performance or availability for other users;
  3. 3Chatzy reasonably suspects that an account or credential has been compromised or that unauthorised third-party access is occurring;
  4. 4Chatzy receives a court order, regulatory directive, or instruction from a law enforcement authority requiring suspension;
  5. 5Chatzy determines that continued access poses a legal, regulatory, or reputational risk to Chatzy or the platform; or
  6. 6Customer fails to pay any fees when due.

7.3No Liability for Suspension

Chatzy shall not be liable to Customer or any User for any loss, damage, or inconvenience arising from any suspension, throttling, or restriction of access taken pursuant to these Guidelines or the Governing Agreement. Chatzy will endeavour to provide advance notice of suspension where reasonably practicable, but shall have no obligation to do so.

7.4Service Modifications

Chatzy reserves the absolute right to modify, enhance, update, or discontinue any feature, module, or functionality of the Services at any time and without liability to Customer. Chatzy may modify the Services to:

  1. 1Improve performance, security, or availability;
  2. 2Comply with applicable law or regulatory requirements;
  3. 3Address third-party intellectual property concerns;
  4. 4Incorporate new AI models or infrastructure; or
  5. 5Respond to any technical, operational, or commercial change in circumstances.

7.5Beta Features

Certain features of the Services may be made available on a beta, pilot, or early access basis. Such features are provided without warranty, are not covered by Chatzy's standard indemnification obligations, and may be discontinued at any time. Customer's use of beta features is at its sole risk.

8

Communications and Notices

8.1Chatzy's Communications to Customer

Subject to any specific requirements in the Governing Agreement for legal notices of termination, material breach, force majeure, or indemnification claims, Chatzy may deliver all business and product-related communications to Customer by any of the following means:

  1. 1Email to the address registered in Customer's account;
  2. 2In-platform notifications, banners, or alerts within the Services;
  3. 3Posting to Chatzy's documentation portal or website; or
  4. 4Any other electronic means agreed between the Parties.

Customer is responsible for maintaining an accurate and current email address in its account and for ensuring that communications from Chatzy are not filtered as spam. Chatzy shall not be liable for any failure by Customer to receive communications due to Customer's own email or IT configuration.

8.2Reliance on User Instructions

Chatzy may rely and act upon all information, requests, and instructions provided by Customer's Users through the Services or by email from registered account email addresses, without any obligation to verify the authority of the User providing such instructions. Customer is solely responsible for the instructions and requests submitted by its Users.

8.3Customer's Notices to Chatzy

All legal notices, formal complaints, and infringement notices from Customer to Chatzy must be submitted in writing to legal@chatzy.ai and/or by courier to Cybersharp Technology LLP, A-17, First Floor, Sector 65, Noida, UP - 201301, India. General product enquiries and support requests should be directed to hello@chatzy.ai.

8.4Language

All communications between the Parties under these Guidelines and the Governing Agreement shall be in the English language.

9

Third-Party Products and Integrations

9.1Customer's Responsibility

Customer is solely responsible for obtaining and maintaining all rights, licences, consents, and credentials necessary to use any Third-Party Products in connection with the Services. Customer is also solely responsible for installing, configuring, operating, updating, and maintaining Third-Party Products, and for ensuring that its use of Third-Party Products complies with the terms and conditions of the relevant third-party providers.

9.2No Warranty for Third-Party Products

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHATZY MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, INCLUDING AS TO THEIR AVAILABILITY, ACCURACY, SECURITY, FITNESS FOR PURPOSE, OR COMPLIANCE WITH ANY LAW. CHATZY PROVIDES NO INDEMNIFICATION IN RESPECT OF ANY THIRD-PARTY PRODUCT.

9.3Third-Party Product Availability and Interoperability

Where the availability of all or a portion of the Services depends on the corresponding availability of Third-Party Products (including third-party AI models, APIs, or infrastructure), Chatzy's sole obligation shall be to use commercially reasonable efforts to update the Services to restore interoperability following any change in the relevant Third-Party Products. Chatzy shall not be liable for any downtime, data loss, or degraded performance caused by changes to or unavailability of Third-Party Products.

9.4Third-Party Providers Not Chatzy's Sub-Processors

The providers of Third-Party Products integrated by Customer are not Chatzy's sub-processors or agents. They are independent third parties whose terms and privacy policies govern their relationship with Customer. Customer should review those terms and policies directly. Chatzy is not responsible for the data handling practices of Third-Party Product providers selected by Customer.

9.5Indemnification for Third-Party Claims

Customer shall indemnify Chatzy against any and all claims, liabilities, damages, costs, and expenses (including legal fees) arising from Customer's use of Third-Party Products in connection with the Services, or from any incompatibility between Third-Party Products and the Services caused by Customer's configuration or use.

10

Data Handling and Sensitive Information

10.1Prohibited Data Submissions

Customer shall not, and shall ensure its Users do not, submit any of the following categories of sensitive data to the Services unless expressly authorised in a signed Order Form or Data Processing Agreement:

  1. 1Government-issued identification numbers (e.g., Aadhaar, PAN, passport numbers);
  2. 2Financial account information, including bank account numbers, IFSC codes, or UPI credentials;
  3. 3Payment card information (PCI DSS-regulated data);
  4. 4Personal health or medical information, including diagnoses, prescriptions, or treatment records;
  5. 5Biometric data (fingerprints, facial recognition data, retinal scans);
  6. 6Children's data relating to individuals under the age of 18; or
  7. 7Any other category of personal data that is subject to heightened protection under applicable law.

10.2Customer's Data Compliance Responsibility

Customer is solely responsible for ensuring that all data, content, and Personal Data submitted to the Services complies with applicable data protection and privacy laws, including the Digital Personal Data Protection Act, 2023 (India), and that all necessary consents, authorisations, and registrations have been obtained prior to such submission. Chatzy shall not be liable for any claim, penalty, or regulatory action arising from Customer's non-compliance with applicable data protection law.

10.3Data Backup

Customer is solely responsible for maintaining complete and independent backup copies of all Customer Property. Chatzy makes no guarantee against loss or corruption of data and shall not be liable for any data loss arising from Customer's failure to maintain adequate backups.

11

Enforcement and Consequences of Breach

11.1Chatzy's Enforcement Rights

Chatzy reserves the sole and absolute right to enforce these Guidelines in any manner it considers appropriate in the circumstances, including any combination of the following:

  1. 1Issuance of a written warning or advisory notice;
  2. 2Throttling or rate-limiting of specific features or the Services as a whole;
  3. 3Temporary locking of Customer's workspace;
  4. 4Immediate suspension of Customer's access to the Services;
  5. 5Permanent deletion of Customer's account and all associated data, with no right of recovery;
  6. 6Termination of the Governing Agreement without refund of prepaid fees;
  7. 7Reporting of conduct to relevant law enforcement or regulatory authorities; and/or
  8. 8Initiating legal proceedings for damages, injunctive relief, or any other available remedy.

11.2No Obligation to Follow Escalation Sequence

Chatzy is not required to follow any particular sequence of enforcement steps. It may proceed directly to suspension, account deletion, or termination where, in Chatzy's sole judgment, the severity or urgency of the breach warrants it. Chatzy's determination of whether a breach has occurred shall be final and binding.

11.3No Refund on Enforcement

Where Customer's account is suspended or terminated due to a breach of these Guidelines, the AUP, the FUP, or the Governing Agreement, Customer shall not be entitled to any refund of prepaid subscription fees. This applies regardless of the duration of the remaining Subscription Term.

11.4Survival

Customer's obligations under Sections 4, 5, 6, 7, 9, 10, and 11 of these Guidelines shall survive the expiration or termination of the Governing Agreement.

12

General Provisions

12.1Relationship to Governing Agreement

These Guidelines form part of the Documentation incorporated into the Governing Agreement. In the event of any conflict between these Guidelines and the Governing Agreement, the Governing Agreement shall prevail, except that these Guidelines shall prevail with respect to specific prohibited conduct, enforcement rights, and no-refund provisions.

12.2Governing Law

These Guidelines are governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with these Guidelines shall be subject to the dispute resolution provisions of the applicable Governing Agreement.

12.3Severability

If any provision of these Guidelines is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

12.4Waiver

No failure by Chatzy to enforce any provision of these Guidelines shall constitute a waiver of its right to enforce it in future or in any other instance.

12.5Contact

For questions about these Guidelines, please contact:

General enquiries:hello@chatzy.ai
Legal notices & IP reports:legal@chatzy.ai
Registered Office:Cybersharp Technology LLP, Delhi, India
Corporate Office:A-17, First Floor, Sector 65, Noida, UP - 201301, India

Cybersharp Technology LLP · Chatzy AI

legal@chatzy.ai · www.chatzy.ai