OptiKratos provides AI-powered messaging and automation services, including but not limited to: AI WhatsApp Agent, AI Support Agent, AI Sales Agent, AI Booking Agent, Agent Builder, Analytics, Broadcasting, Template Manager, and related APIs and integrations with WhatsApp, Instagram, Facebook Messenger, and Web Chat ("Services").

Services may integrate with third-party applications (e.g., Meta/WhatsApp). Such integrations are subject to the applicable third party's terms. We grant you a non-exclusive, non-transferable license to use the OptiKratos platform and tools solely in connection with your use of the Services during the term. You are responsible for all activities conducted through your account.

We may monitor use of the Services to comply with law, verify compliance, protect network integrity, or provide support. We reserve the right to modify, suspend, or discontinue any Service with reasonable notice. Services are provided "as is" and "as available"—we do not warrant they will be error-free or uninterrupted.

You will: (i) use the Services in accordance with this Agreement, applicable Documentation, and all applicable laws including telecommunications, export control, and sanctions laws; (ii) cooperate with OptiKratos regarding the provision of Services; (iii) maintain all necessary permits, consents, and authorizations; (iv) comply with governmental or regulatory directions.

You will not: (i) disassemble, decompile, reverse-engineer, or make derivative works; (ii) transmit unlawful or infringing content; (iii) circumvent our security measures; (iv) use the Services for spam, fraud, harassment, or illegal activities.

You are solely responsible for all Customer Content. You grant OptiKratos a nonexclusive, worldwide right to process Customer Content to provide and support the Services. You acknowledge that content sent through OptiKratos is deemed authorized by you.

You must maintain reasonable security standards, protect credentials and API keys, and inform us within twenty-four (24) hours of any unauthorized access or misuse. You are responsible for disaster recovery and backup of your data.

You will pay all fees, taxes, and amounts due per the pricing made available to you. Fees may be calculated on a prepaid or usage basis. Payment is due within thirty (30) days of invoice unless otherwise agreed. You are responsible for bank fees, currency conversion, and taxes (sales, VAT, GST, telecommunications taxes, etc.). We may modify fees with written notice; pricing shown at time of use applies.

Late payment may result in late charges (up to the highest legally permissible rate), suspension of Services, or requirement of a security deposit. If you dispute an invoice in good faith, you must pay undisputed amounts by the Due Date and provide written notice of the dispute. We may set off any sums you owe against any amounts we owe you.

All fees are non-refundable except as required by law. Upon termination, all outstanding fees become immediately payable.

Either party may terminate this Agreement or any Service(s) if the other commits a material breach and fails to remedy it within thirty (30) days of written notice. We may also terminate: (i) if you fail to pay within five (5) days of notice; (ii) if you use the Services unlawfully or fraudulently; (iii) if you do not remedy a suspension cause within ten (10) days; or (iv) if a supplier, operator, or licensor terminates its relationship with us or support for necessary components.

Upon termination: (i) your right to use the Services ends immediately; (ii) you must pay all outstanding amounts; (iii) you must return or destroy our Confidential Information and materials.

In no event will either party or its affiliates have liability for lost profits, revenues, goodwill, business interruption, or indirect, special, incidental, consequential, or punitive damages, whether in contract or tort.

Aggregate liability under this Agreement will not exceed the lower of (i) the amount paid by you for the Services giving rise to the claim in the three (3) months prior to the event, or (ii) twenty thousand US dollars (US$20,000).

These limits do not apply to: payment obligations; indemnification obligations; breach of confidentiality; death or bodily injury from gross negligence or willful misconduct; or liability that cannot be excluded by law.

By you: You agree to defend, indemnify, and hold harmless OptiKratos and its affiliates from any third-party claims arising from: (i) your use of the Services; (ii) Customer Content; (iii) your equipment or systems; or (iv) your violation of law or this Agreement.

By us: OptiKratos agrees to defend and indemnify you against third-party claims of intellectual property infringement arising from your proper use of the Services, subject to exclusions for your breach, modifications, or free use.

The indemnified party must promptly notify the indemnifying party and cooperate in the defense. The indemnifying party controls the defense and settlement.