Terms of service

General Terms and Conditions

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INTERPRETATION

The Order Form together with these terms and conditions (“General Terms and Conditions”) constitute the entire agreement between CrowAI Pvt Ltd (“CrowAI”)  and the Customer identified in the Order Form, in respect of the provision of the Services described herein.

Unless defined otherwise under the Order Form, all terms and phrases used herein shall have such meaning as provided below:

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"Account"  The account created by or on behalf of the Customer to access and manage the Services through CrowAI’s platform. The account can be used to run experiments for multiple different websites which are part of the Deodap group. 

"Affiliate"  Any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement"  This Master Service Agreement together with the Order Form and any schedules or addenda, as may be amended from time to time. In case of conflict between the Order Form and this Agreement, the Order Form shall prevail.

"AI Output"  Any content, recommendation, prediction, analysis, or other result generated by CrowAI’s artificial intelligence or machine learning models as part of the Services.

"Authorised User"  An employee, contractor, or agent of the Customer who is authorised to access and use the Services on the Customer’s behalf under a unique login credential.

"Confidential Information"  Any non-public information disclosed by one party to the other, whether in tangible or intangible form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature and circumstances of disclosure.

"CrowAI Platform"  CrowAI’s proprietary software platform, including all AI models, APIs, dashboards, tools, algorithms, and documentation made available to the Customer under the Order Form.

"Customer Data"  Any data, content, or materials uploaded, submitted, or generated by the Customer or its Authorised Users through the Services, including personal data processed by CrowAI on the Customer’s behalf.

"Documentation"  User guides, technical specifications, and other materials made available by CrowAI describing the functionality and use of the Services.

"Effective Date"  The Start Date specified in the Order Form, or the date of last signature by both parties, whichever is earlier.

"Fees"  The charges payable by the Customer for the Services as set out in the Order Form.

"Force Majeure Event"  Any event or circumstance beyond the reasonable control of a party, including acts of God, war, terrorism, pandemic, governmental action, cyber-attacks, or failure of third-party infrastructure, networks, or utilities.

"Malicious Code"  Viruses, worms, ransomware, Trojan horses, spyware, adware, or any other code designed to disrupt, damage, or gain unauthorised access to systems or data.

"Order Form"  The ordering document signed by both parties specifying the Services, pricing, term, and other commercial details, to which this Agreement is annexed.

"Services"  The CrowAI Platform, AI-powered products, APIs, and any associated professional or support services subscribed to by the Customer under the Order Form.

"Term"  The initial subscription period specified in the Order Form and any renewal periods thereafter.

2.  SERVICES

2.1  Licence Grant.  Subject to the Customer’s compliance with this Agreement and timely payment of all Fees, CrowAI grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services: (i) as specified in the Order Form; (ii) during the Term; (iii) solely for the Customer’s internal business purposes; and (iv) in accordance with the Documentation.

2.2  Authorised Users.  The Customer shall ensure that access to the Services is limited to Authorised Users. The Customer is responsible for all acts and omissions of its Authorised Users and shall not permit any third party to access the Services without CrowAI’s prior written consent. The Customer shall promptly notify CrowAI of any unauthorised access or suspected security breach.

2.3  Usage Restrictions.  The Customer shall not, and shall procure that its Authorised Users do not: (i) sub-licence, resell, rent, or otherwise make the Services available to third parties for commercial gain; (ii) reverse engineer, decompile, or attempt to derive the source code of any component of the CrowAI Platform; (iii) copy, modify, or create derivative works of the Services or Documentation; (iv) use the Services to develop a competing product or service; (v) introduce Malicious Code into the Services; (vi) use the Services in a manner that violates applicable law or infringes any third-party rights; or (vii) circumvent any usage limits or technical controls implemented by CrowAI.

2.4  AI Output Disclaimer.  AI Outputs generated by the Services are produced by machine learning models and may not be accurate, complete, or suitable for all purposes. The Customer is solely responsible for evaluating, validating, and relying upon AI Outputs. CrowAI makes no representation that AI Outputs are error-free or fit for any particular use. The Customer shall not use AI Outputs as the sole basis for decisions that could cause material harm to individuals or third parties without independent verification.

2.5  Service Modifications.  CrowAI may update, modify, or discontinue features of the Services with reasonable prior written notice to the Customer. CrowAI will use commercially reasonable efforts to ensure that any material modification does not adversely affect the core functionality subscribed to by the Customer during an active Term.

2.6  Technical Support.  CrowAI shall provide technical support during the Term as specified in the Order Form. To be eligible for remediation or service credits, the Customer must notify CrowAI in writing of any reproducible error within 30 days of occurrence. Service credits, where applicable, shall constitute the Customer’s sole and exclusive remedy for service failures attributable to CrowAI.

3.  CUSTOMER RESPONSIBILITIES

3.1  Customer Obligations.  The Customer shall: (i) provide CrowAI with accurate and complete information necessary for the provision of the Services; (ii) ensure its systems and software are compatible with the Services as specified in the Documentation; (iii) maintain the security and confidentiality of its Account credentials; and (iv) comply with all applicable laws in connection with its use of the Services.

3.2  Customer Data.  The Customer retains ownership of all Customer Data. The Customer represents and warrants that: (i) it has all necessary rights, consents, and authorisations to provide Customer Data to CrowAI; (ii) CrowAI’s processing of Customer Data as contemplated by this Agreement will not violate applicable law or infringe any third-party rights; and (iii) Customer Data does not contain Malicious Code.

3.3  Acceptable Use.  The Customer shall not use the Services to process, store, or transmit content that is unlawful, harmful, defamatory, or infringing of third-party rights. CrowAI reserves the right to suspend access to the Services where the Customer’s use poses a material risk of harm to CrowAI, its other customers, or third parties, with written notice to the Customer where practicable.

3.4  Data Protection Compliance.  Each party shall comply with all applicable data protection laws, including the Digital Personal Data Protection Act, 2023 (“DPDP Act”). CrowAI shall process personal data on the Customer’s behalf only as necessary to provide the Services and in accordance with the Customer’s documented instructions. Where the engagement involves data subjects located in the EU/EEA, the parties shall also comply with GDPR requirements and, if required, execute appropriate standard contractual clauses or other transfer mechanisms recognised under applicable law.

4.  FEES, INVOICING AND PAYMENT

4.1  Fees.  The Customer shall pay the Fees as set out in the Order Form. Unless otherwise specified: (i) Fees are based on the subscription tier and quota purchased, not on actual usage; (ii) payment obligations are non-cancellable and Fees paid are non-refundable except where termination arises solely from a material breach by CrowAI; and (iii) all applicable taxes (including GST), duties, and levies shall be in addition to the Fees and borne by the Customer.

4.2  Invoicing.  CrowAI shall issue electronic invoices in accordance with the payment frequency specified in the Order Form. Invoices shall be deemed accepted unless disputed in writing by the Customer within 15 days of issuance, setting out the basis of the dispute in reasonable detail.

4.3  Payment.  The Customer shall pay each undisputed invoice within the payment terms stated in the Order Form.

4.4  Taxes.  Each party is responsible for taxes imposed on its own income. The Customer shall withhold and remit to the relevant authority any applicable withholding taxes, and shall promptly provide CrowAI with a withholding tax certificate. The parties shall co-operate in good faith to minimise any tax inefficiencies.

4.5  Renewal Fees.  Unless otherwise agreed in writing, Fees for any renewal Term shall be based on CrowAI’s then-current pricing, communicated to the Customer at least 30 days before the renewal date. Continued use of the Services after the commencement of a renewal Term shall constitute acceptance of the renewal Fees.

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5.  TERM AND TERMINATION

5.1  Term.  This Agreement shall commence on the Effective Date and shall continue for the Term specified in the Order Form, unless earlier terminated in accordance with this Section 5.

5.2  Renewal.  Unless the Order Form specifies otherwise, this Agreement shall automatically renew for successive Terms equal to the initial Term, unless either party provides written notice of non-renewal at least 30 days before the end of the then-current Term.

 5.3  Terminaation for Cause.  Either party may terminate this Agreement: (i) if the other party commits a material breach and fails to cure such breach within 30 days of receiving written notice specifying the breach in reasonable detail; or (ii) immediately upon written notice if the other party becomes insolvent, enters into liquidation, makes a general assignment for the benefit of creditors, or is subject to a winding-up petition or order.

5.4  Termination by CrowAI for Misuse.  CrowAI may suspend or terminate this Agreement immediately upon written notice if the Customer’s use of the Services violates any applicable law or regulation, infringes third-party rights, or if continued provision of the Services would expose CrowAI to material legal or reputational risk.

5.5  Consequences of Termination.  Upon termination or expiry: (i) all licences granted under this Agreement shall immediately cease; (ii) the Customer shall delete or return all CrowAI Confidential Information in its possession; (iii) CrowAI shall make Customer Data available for export for 45 days following the effective date of termination, after which it may be permanently deleted; and (iv) all outstanding Fees payable up to the date of termination shall remain due and payable.

5.6  Survival.  The following clauses shall survive termination or expiry of this Agreement: Clause 1 (Interpretation), Clause 6 (Intellectual Property), Clause 7 (Confidentiality), Clause 8 (Liability and Indemnification), Clause 9.6 (Governing Law and Dispute Resolution), and any accrued payment obligations.

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6.  INTELLECTUAL PROPERTY

6.1  CrowAI IP.  CrowAI retains all right, title, and interest in and to the CrowAI Platform, AI models, algorithms, documentation, and all improvements or developments thereof (“CrowAI IP”). Nothing in this Agreement transfers any ownership of CrowAI IP to the Customer. The Customer’s use of the Services does not confer any rights in CrowAI IP beyond the limited licence expressly granted under Clause 2.1.

6.2  Customer IP.  The Customer retains all right, title, and interest in and to Customer Data and any pre-existing intellectual property of the Customer. The Customer grants CrowAI a limited, non-exclusive licence to process Customer Data solely as necessary to provide the Services during the Term.

6.3  Aggregated Analytics.  CrowAI may collect and use anonymised, aggregated data derived from the Customer’s use of the Services for the purposes of improving the CrowAI Platform, provided that such data does not identify the Customer or any individual data subject.

6.4  Feedback.  If the Customer provides suggestions or feedback regarding the Services, CrowAI may freely use and incorporate such feedback without any obligation to the Customer, and without payment of royalties or other compensation.

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7.  CONFIDENTIALITY

7.1  Obligations.  Each party (as “Recipient”) agrees to: (i) hold the other party’s (“Discloser’s”) Confidential Information in strict confidence; (ii) use Confidential Information only for the purposes of this Agreement; (iii) disclose Confidential Information only to those employees, contractors, or advisors who have a genuine need to know and who are bound by obligations of confidentiality no less restrictive than those set out herein; and (iv) protect Confidential Information using at least the same standard of care applied to its own confidential information of comparable sensitivity, and in no event less than reasonable care.

7.2  Exclusions.  Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was already in the Recipient’s lawful possession at the time of disclosure, free of any obligation of confidence; (iii) is independently developed by the Recipient without use of the Discloser’s Confidential Information; or (iv) is lawfully received from a third party without restriction on disclosure or use.

7.3  Compelled Disclosure.  A Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided it: (i) gives the Discloser prompt prior written notice to the extent permitted by law; (ii) provides reasonable assistance to enable the Discloser to seek a protective order or other relief; and (iii) limits disclosure to only that which is strictly required by the applicable legal obligation.

7.4  Return or Destruction.  Upon termination of this Agreement or upon written request by the Discloser, the Recipient shall promptly return or securely destroy all Confidential Information of the Discloser (including all copies and extracts thereof) and, if requested, certify such destruction in writing within 10 business days.

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8.  LIABILITY AND INDEMNIFICATION

8.1  Disclaimer of Warranties.  The Services are provided on an “as is” and “as available” basis. CrowAI expressly disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. The Customer acknowledges that AI-based services are inherently probabilistic and that results may vary.

8.2  Exclusion of Consequential Damages.  To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, loss of revenue, loss of data, business interruption, or reputational harm, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

8.3  Aggregate Liability Cap.  Each party’s aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) shall not exceed the total Fees paid or payable by the Customer in the 12 calendar months immediately preceding the event giving rise to the claim. Nothing in this Clause limits liability for: (i) fraud or wilful misconduct; (ii) death or personal injury caused by negligence; (iii) indemnification obligations under Clauses 8.4 and 8.5; or (iv) any liability that cannot be excluded or limited under applicable law.

8.4  CrowAI Indemnity.  CrowAI shall defend, indemnify, and hold harmless the Customer from and against any third-party claim alleging that the CrowAI Platform, as delivered and used in accordance with this Agreement, infringes any registered patent, trademark, or copyright subsisting under Indian law. This indemnity shall not apply where the alleged infringement arises from: (i) modifications to the Services made by or on behalf of the Customer; (ii) combination of the Services with third-party products not approved by CrowAI; or (iii) the Customer’s breach of this Agreement.

8.5  Customer Indemnity.  The Customer shall defend, indemnify, and hold harmless CrowAI from and against any third-party claims arising out of: (i) the Customer’s use of the Services in breach of this Agreement; (ii) Customer Data, including any claim that Customer Data violates applicable law or infringes third-party rights; or (iii) the Customer’s violation of any applicable law or regulation.

8.6  Indemnification Process.  The indemnified party shall: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (ii) grant the indemnifying party sole control of the defence and settlement of such claim (provided that any settlement that imposes obligations on the indemnified party requires the indemnified party’s prior written consent, not to be unreasonably withheld); and (iii) provide reasonable co-operation and assistance at the indemnifying party’s cost.

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9.  GENERAL TERMS

9.1  Independent Contractors.  The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between them. Neither party has authority to bind the other to any obligation.

9.2  Assignment.  Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that CrowAI may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under this Agreement in writing.

9.3  Force Majeure.  Neither party shall be in breach of this Agreement or liable for failure or delay in performance to the extent such failure or delay results from a Force Majeure Event. The affected party shall: (i) notify the other party promptly in writing; and (ii) use reasonable efforts to mitigate the impact and resume performance. Payment obligations are expressly excluded from the operation of this clause.

9.4  Non-Solicitation.  During the Term and for 12 months following termination or expiry, neither party shall directly solicit or recruit for employment any employee or key personnel of the other party who was involved in the performance of this Agreement, without prior written consent. General public advertising and recruitment campaigns not targeting the other party’s personnel shall not constitute a breach of this clause.

9.5  Amendments.  No amendment or modification to this Agreement shall be effective unless made in writing and signed by an authorised representative of both parties. CrowAI may update these terms to reflect changes in law or platform functionality, provided that any amendment materially and adversely affecting the Customer’s rights requires 30 days’ prior written notice and the Customer’s written acceptance before taking effect.

9.6  Governing Law and Dispute Resolution.  This Agreement is governed by and construed in accordance with the laws of India, without regard to its conflict of laws provisions. The parties shall attempt to resolve any dispute through good-faith negotiation for a minimum period of 30 days after written notice of the dispute. If unresolved, the dispute shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be: (i) administered before a sole arbitrator mutually appointed by the parties, or failing agreement within 15 days, appointed by the High Court of Bombay; (ii) seated in Mumbai, India; (iii) conducted in the English language; and (iv) kept confidential by both parties. The arbitral award shall be final and binding. Nothing in this clause prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

9.7  Notices.  All notices under this Agreement shall be in writing and delivered to the addresses specified in the Order Form: (i) by email with confirmed read receipt; or (ii) by registered post or recognised courier service. Notices by email shall be deemed effective upon confirmation of receipt; notices by post or courier shall be deemed effective upon delivery.

9.8  No Waiver.  Failure or delay by either party in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. Any waiver must be express and in writing, signed by an authorised representative of the waiving party, to be effective.

9.9  Severability.  If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.

9.10  Entire Agreement.  This Agreement (comprising the Order Form and all annexures) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, negotiations, and agreements, whether written or oral.

9.11  Counterparts.  This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original. All counterparts together shall constitute one binding instrument. Electronic execution shall be valid and enforceable to the same extent as physical execution under applicable law.

9.12  Logo and Reference Rights.  Subject to the Customer’s prior written approval (which shall not be unreasonably withheld or delayed), CrowAI may refer to the Customer as a client in its website and marketing materials. CrowAI shall not use the Customer’s logo or trademarks without specific written approval in each instance. This clause shall survive termination of this Agreement.

9.13  Anti-Corruption and Compliance.  Each party warrants that it shall comply with all applicable anti-corruption, anti-bribery, and anti-money laundering laws, including the Prevention of Corruption Act, 1988, and the Foreign Corrupt Practices Act (if applicable). Neither party shall make, offer, or authorise any payment or benefit to any government official or third party in connection with this Agreement that would constitute a violation of applicable law.

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10. Free Trials and Evaluation Access

10.1. Where a Customer signs up for a free trial of the Services, CrowAI will provide evaluation access to the Services at no charge. That access runs until whichever of the following happens first: expiry of the designated trial window, or commencement of a paid subscription plan by the Customer.

10.2. Any supplementary conditions presented to the Customer at the point of trial sign-up whether on the registration page itself or in materials linked from it, form part of this Agreement and govern the trial alongside these terms.

10.3. The following applies to trial access and prevails over any conflicting provision elsewhere in this Agreement:

(a) the Services are made available on an "as is" and "as available" basis, with all warranties, conditions and representations of any nature expressly disclaimed, whether express, implied or statutory;

(b) CrowAI reserves the right to restrict, pause, withdraw or discontinue trial access at its sole discretion, at any point, with or without prior notification and without incurring any obligation to the Customer; and

(c) CrowAI accepts no liability whatsoever to the Customer, of any nature or on any basis, arising from or connected with the Customer's use of the Services during the trial.

10.4. Customer content, configurations and any other data entered into the Services during the trial will not be preserved unless the Customer converts to a paid subscription before the trial window closes. On expiry, such data may be irretrievably erased, and CrowAI gives no undertaking that it can be restored or reproduced. Customers are advised to export anything they wish to retain before the trial ends.

For any questions, please contact support@crowai.co

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