Terms of Use

1. Definitions

• "AI Output"means any text, response draft, email summary, calendar event invitation, action-item task list, or other analytical output generated by the Platform's artificial intelligence features based on Customer Data.
• "Authorised User"means any individual employee, contractor, or representative of a Customer who is authorised by the Customer to access and use the Platform under the Customer's active subscription plan.
• "Customer Data" means all text, communications, emails, metadata, documents, voice recordings, transcripts, calendars, access tokens, and other information uploaded, synchronised, or processed by the Customer or its Authorised Users via the Platform.
• "Platform" or "Services" means the Sivient AI-powered email, calendar, and meeting management assistant, together with all related websites, applications, and APIs.
• "Platform IP"means the Platform, including all underlying software, AI algorithms, database structures, APIs, user interfaces, documentation, trade secrets, know-how, and any analytical or aggregated data derived from the Customer's usage of the Platform.
• "Subscription Plan"means the specific commercial tier (such as the "Individual Plan" or the "Team Plan") purchased by the Customer, defining the billing schedule, scope of features, and permitted volume of Authorised Users.

2. Services and Account Provision

2.1 Licence Grant

Subject to your compliance with this Agreement and timely payment of all subscription fees, Sivient grants you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited licence, during the term of your subscription, to access and use the Platform solely for your internal business operations and in accordance with your designated Subscription Plan.

2.2 Account Creation and Security

To access the Platform, you must create an account and link it with an authorised email client (such as Google Gmail or Microsoft Outlook) using OAuth 2.0 secure authorisation protocols. You represent and warrant that all registration information you submit is accurate, current, and complete. You are responsible for:

• Maintaining the confidentiality of your credentials and OAuth access tokens.
• All activities, selections, and commands executed in your workspace.
• Immediately notifying Sivient at admin@sivient.com of any unauthorised access to, or security breach of, your account or linked inbox.

2.3 Workspace Administration and Tenant Isolation

• Individual accounts. An Individual account is assigned to, and managed solely by, one natural person.
• Team accounts.Under a Team Plan, the Customer may designate one or more administrative users ("Admins") to manage billing, configure tenant settings, allocate licences, and view aggregate usage metrics.
• Admin access restrictions. The Customer acknowledges that Admins have administrative control over billing and licence management but have zero technical visibility into, or access to, the private emails, generated drafts, private meeting transcripts, or inbox data of individual team members within the workspace, unless explicitly shared by such team members.

3. Third-Party Platform Integrations and API Rules

3.1 Integration Terms

The Platform functions by establishing programmatic connections to third-party services including, but not limited to, Google Workspace (Gmail, Google Calendar, Google Meet), Microsoft 365 (Outlook, Teams), Slack, Notion, Granola, Zoom, HubSpot, and Salesforce. Your use of these integrations is conditioned upon:

• Your maintaining active, valid accounts on such platforms.
• Your compliance with the respective terms of service and developer policies of those third-party providers.
• Your understanding that Sivient does not control, and is not liable for, any changes, performance degradations, or service suspensions executed by third-party API providers.

3.2 Google API User Data Compliance

Sivient's integration with Google Workspace is governed by the Google API Services User Data Policy, including its Limited Use requirements. Sivient's use of Google user data is restricted to providing and improving personalised, user-facing productivity features within the requesting application's user interface. Under Google's Limited Use requirements, Sivient shall not:

• Use or transfer Google user data to train, retrain, or fine-tune generalised, non-personalised machine learning or artificial intelligence models.
• Transfer Google user data to third parties, except as strictly necessary to provide or improve prominent, user-facing features with your explicit consent, for essential security investigations, or to comply with applicable law.
• Allow human employees, contractors, or reviewers to read or access raw Google user data, unless we have obtained your explicit, documented consent to investigate a specific bug or system issue, the data is required for security reviews or legal compliance, or the data has been aggregated and anonymised.

3.3 Microsoft Graph API Compliance and Email Immutability

Sivient's integration with Microsoft Outlook and the Microsoft Graph API respects Microsoft's developer security requirements. To protect the integrity and immutability of received communications, the Platform shall never alter, update, delete, or modify any sensitive, non-management properties of a received, non-draft email message (including the subject line, body text, and recipient list). The Platform's write capabilities are confined to:

• Updating standard management metadata (such as read/unread flags or internal labels).
• Generating new draft response messages in your drafts folder.

4. Agentic AI Liability and Chat Command Protocols

4.1 Human-in-the-Loop Requirement

You acknowledge that the Platform's AI functions as an autonomous drafting and preparation assistant, but does not have the authority to bind you legally or commercially, nor does it perform automated outbound transmissions without human intervention. While the Platform may prepare drafts, schedule meetings, or suggest action items, you are solely and exclusively responsible for reviewing, validating, correcting, and approving all AI Output prior to sending, publishing, or executing it. Sivient disclaims all liability for incorrect drafts, inaccurate summaries, scheduling errors, or obligations entered into because a Customer failed to properly review an AI Output.

4.2 Virtual Meeting Assistant (Notetaker Bot) Controls

Sivient provides a virtual meeting assistant ("Notetaker Bot") designed to join video conferences to record, transcribe, and summarise meetings. When using the Notetaker Bot, you agree to the following operational parameters:

• Host admission.The Notetaker Bot waits in the meeting's virtual lobby and enters only when actively admitted by the host.
• Chat commands.All participants in a meeting - regardless of whether they are Sivient users - can control the Notetaker Bot directly via the meeting's native chat window using interactive commands.

You are solely responsible for securing valid, informed consent from all meeting participants before using the Notetaker Bot, and for complying with all recording, wiretapping, and consent laws applicable to your meetings.

5. Fees, Billing, and RBI E-Mandate Compliance

5.1 Pricing and Subscriptions

Subscription fees are billed in advance on a recurring monthly or annual basis, as specified in your chosen Subscription Plan. All fees are exclusive of applicable taxes, including Indian Goods and Services Tax (GST), which will be charged at the prevailing statutory rates. You may cancel your subscription at any time; cancellation takes effect at the end of the current billing period, and fees already paid for that period are non-refundable except where required by law.

5.2 RBI E-Mandate Compliance for Card and UPI Billing

For subscriptions billed using Indian debit cards, credit cards, or UPI AutoPay, recurring transactions are governed by the Reserve Bank of India's (RBI) consolidated e-mandate framework. You agree to the following billing protocols:

• Mandate authorisation. Setting up your recurring subscription requires an initial registration transaction authorised using an Additional Factor of Authentication (AFA), such as an OTP or secure bank-direct authentication.
• ₹15,000 threshold. Recurring transactions under ₹15,000 are debited automatically on your billing cycle without a per-cycle OTP. Any transaction exceeding ₹15,000 requires a per-cycle OTP and active authorisation.
• 24-hour pre-debit alert.An automated notification (via SMS and/or email) is sent at least 24 hours before each recurring debit, containing Sivient's merchant name, the transaction amount, the scheduled debit date and time, the unique mandate reference number, and a secure link to cancel that debit cycle or revoke the e-mandate.
• Post-debit confirmation. Immediately after a debit is executed, you receive a digital confirmation detailing the transaction reference number, mandate ID, and payment status.
• Mandate portability. If your card is reissued due to loss or expiry, our payment processors may map the existing e-mandate to the newly issued card to ensure uninterrupted service.

6. Intellectual Property and Data Rights

6.1 Ownership of Platform IP

As between the parties, Sivient owns and retains all right, title, and interest - including all patent, trademark, copyright, and trade secret rights - in and to the Platform IP. No licence or ownership rights are granted to you except the limited, revocable subscription licence in Section 2.1.

6.2 Customer Data Ownership and Licence

You retain exclusive ownership of all right, title, and interest in and to the Customer Data. You grant Sivient a limited, non-exclusive, royalty-free, worldwide, non-perpetual licence to access, host, copy, process, transmit, and display Customer Data during the subscription term, solely as necessary to provide, protect, and maintain the Platform for you.

6.3 AI-Generated Output

Sivient assigns to you all of its right, title, and interest in and to all AI Output generated for you. You acknowledge that current intellectual property laws (including under US copyright law, European regulations, and the Indian Copyright Act, 1957) may treat purely machine-generated content as lacking human authorship, leaving such output ineligible for copyright protection. You are solely responsible for evaluating the legal protectability, commercial suitability, and non-infringement of all AI Output.

6.4 AI Model Training Prohibition

Sivient does not use Customer Data (including raw email text, prompt entries, calendars, voice recordings, transcripts, or AI Output) to train, fine-tune, or test any generalised, non-personalised, or third-party artificial intelligence or machine learning model (including large language models hosted by OpenAI, Google, Microsoft, or others). Customer Data is processed in real time, within secure and isolated environments, and only to serve your active workspace.

7. Indemnification

7.1 Provider IP Indemnity

Sivient shall defend, indemnify, and hold you harmless against any third-party claim alleging that your authorised use of the Platform infringes a registered trademark, copyright, or patent. In the event of such a claim, Sivient may, at its sole option and expense:

• Secure the right for you to continue using the Platform;
• Modify or replace the Platform to make it non-infringing while preserving comparable functionality; or
• If the foregoing options are commercially impractical, terminate this Agreement and provide a pro-rata refund of any pre-paid, unused subscription fees.

7.2 Customer Indemnity

You shall defend, indemnify, and hold Sivient harmless against any third-party claim, regulatory enforcement action, or liability arising out of:

• Any Customer Data that infringes third-party privacy, intellectual property, or contractual rights;
• Your failure to secure valid, informed, and explicit consent from all meeting participants before using the Notetaker Bot; or
• Your use of AI Output in violation of applicable laws, industry-specific regulations, or third-party API terms.

8. Limitation of Liability

8.1 Risk Allocation and Liability Caps

To the maximum extent permitted by applicable law, financial risk under this Agreement is capped as follows:

• General liability cap.Except as provided below, each party's total aggregate liability arising under or relating to this Agreement is capped at the total subscription fees paid by the Customer to Sivient in the twelve (12) months preceding the event giving rise to liability.
• Enhanced cap for catastrophic events.For breaches of confidentiality or data-protection obligations (including under the GDPR or the DPDP Act), or for security incidents arising from a party's gross negligence, each party's total aggregate liability is capped at three (3) times the subscription fees paid by the Customer in the twelve (12) months preceding the event.
• Uncapped liability.No cap or limitation applies to: (a) a party's fraud or wilful misconduct; (b) the Customer's failure to pay outstanding subscription fees; or (c) either party's indemnification obligations under Section 7.

8.2 Exclusion of Consequential Damages

Neither party is liable for any indirect, special, incidental, punitive, or consequential damages - including loss of profits, loss of data, business interruption, loss of goodwill, or reputational harm - regardless of the legal theory of liability, even if advised of the possibility of such damages. The Platform is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied.

9. Suspension and Termination

9.1 Temporary Suspension

Sivient may temporarily suspend your access to the Platform, without prior liability, in the event of:

• Your failure to pay undisputed billing invoices within fifteen (15) days of the due date.
• An active security threat originating from your account that risks disrupting the integrity, performance, or availability of the Platform for other users.

We will provide written notice of such suspension where possible and restore access promptly once the underlying issue is resolved.

9.2 Termination for Cause

Either party may terminate this Agreement for cause if the other party:

• Commits a material breach of this Agreement and fails to cure it within thirty (30) days of receiving detailed written notice; or
• Becomes the subject of bankruptcy, insolvency, or liquidation proceedings.

9.3 Post-Termination Data Access and Deletion

• 30-day export window. Upon termination or expiration of this Agreement, your licence to use the Platform ceases immediately. You retain read-only access for thirty (30) days from the effective date of termination, solely to export and retrieve Customer Data.
• Permanent purge. Upon expiry of the 30-day export window, Sivient permanently deletes and securely purges all Customer Data from its primary production databases within thirty (30) days. Backup systems and cold-storage archives are overwritten and purged in line with our standard backup rotation cycle, not to exceed ninety (90) days.

10. Governing Law and Dispute Resolution

10.1 Governing Law

This Agreement is governed by and construed in accordance with the substantive laws of the Republic of India, without regard to its conflict-of-law principles. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

10.2 Good-Faith Negotiation

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement - including its validity, performance, or termination - the parties shall first attempt to resolve the matter through good-faith negotiations over a period of thirty (30) days.

10.3 Arbitration

If negotiations fail, the dispute shall be referred to and finally resolved by binding arbitration under the Indian Arbitration and Conciliation Act, 1996 (as amended).

• Seat and venue. The legal seat and venue of the arbitration is Bengaluru, Karnataka, India.
• Tribunal. The arbitral tribunal consists of a single, neutral arbitrator mutually agreed by the parties. If the parties fail to agree within thirty (30) days of initiation, the arbitrator is appointed in accordance with the Act.
• Language. The arbitral proceeding, including all evidence, arguments, and written submissions, is conducted in English.
• Finality.The arbitrator's written award is final, binding, and enforceable on both parties, and may be entered as a judgment in any court of competent jurisdiction.

11. General and Contact

This Agreement, together with our Privacy Policy, constitutes the entire agreement between you and Sivient. If any provision is found invalid, the remaining provisions continue in effect. We may update this Agreement from time to time; material changes will be notified via email or through the Platform, and continued use after the effective date constitutes acceptance.

For questions about these Terms, contact us at admin@sivient.com.