Terms of Service

These Terms of Service ('Terms', 'Agreement') constitute a legally binding contract between CapEngage Technology Solutions Pvt. Ltd. ('CapEngage', 'Company', 'we', 'us', or 'our') and the individual or legal entity ('Customer', 'User', 'you', or 'your') accessing or utilizing the CapEngage software-as-a-service (SaaS) platform, autonomous AI agents, APIs, websites, and associated services (collectively, the 'Services').

By registering for an account, executing an Order Form, clicking 'I Agree', or accessing any portion of the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you possess full legal authority to bind such entity to these Terms.

CapEngage provides a cloud-based AI marketing automation, autonomous agentic workflow, and customer relationship platform. Key capabilities include:

• AI Autonomous Agents & Visual Agent Studio for automated lead qualification and campaign execution. • Customer Data Platform (CDP) and Unified CRM for profile resolution and behavioral segmentation. • Omnichannel Messaging Engine supporting Email broadcasts, WhatsApp Business API dispatches, SMS, RCS, Web/Mobile Push, and In-App overlays. • Drag-and-drop Email & Landing Page Studio, Workflow Builder, and Webhooks/REST API Access. • Revenue Attribution Analytics and Deliverability Protection.

CapEngage continuously enhances its platform. We reserve the right to deploy feature enhancements, performance optimizations, or bug fixes without prior notice, provided such modifications do not materially degrade the core functionality contracted by Customer.

To access the platform, Customer must create an organization account and designate authorized administrative users. Customer is responsible for:

1. Maintaining the confidentiality of account credentials, single sign-on (SSO) tokens, and API keys. 2. All activities, campaign dispatches, and workflow triggers occurring under Customer's credentials. 3. Ensuring that all account user details remain accurate, current, and complete.

Customer must immediately notify CapEngage at security@capengage.com upon discovering any unauthorized account access, compromised credentials, or security breaches.

'Customer Data' means all graphics, text, contact records, campaign templates, end-user PII, and database records uploaded or processed by Customer through the Services. Customer retains sole ownership, title, and intellectual property rights in and to all Customer Data.

Customer grants CapEngage a non-exclusive, worldwide, royalty-free license to host, store, transfer, and process Customer Data solely as necessary to operate, maintain, and deliver the Services in accordance with these Terms and our Data Processing Addendum (DPA).

The Services incorporate artificial intelligence features, autonomous agents, and copilot capabilities powered by machine learning models ('AI Features').

• Tenant Data Isolation: CapEngage executes strict enterprise zero-retention agreements with foundation LLM providers. Customer Data processed via AI Features is NOT used to train public or shared foundation models. • AI Output Disclaimer: AI-generated copy, predictive segments, and automated agent responses are advisory recommendations. Customer remains solely responsible for reviewing and verifying AI outputs prior to broadcasting communications to end-users. • Agent Execution Boundaries: Customer acknowledges that autonomous agents operate based on configured business logic parameters. Customer is responsible for configuring appropriate rate limits, budget caps, and human-in-the-loop approvals. • Reverse Engineering & Prompt Extraction Ban: Customer is strictly prohibited from attempting to extract system prompts, agentic workflows, model weights, or underlying AI logic via prompt injection or automated reverse-engineering tools.

Customer is solely responsible for obtaining explicit, documented opt-in consent from end-user recipients prior to triggering Email, WhatsApp, SMS, RCS, or Push communications.

• WhatsApp Business API: Usage is subject to Meta's Business Terms and Commerce Policy. Meta conversation tier charges are billed directly or passed through based on Customer's subscription plan. • Email Deliverability & Anti-Spam: Customer must comply with CAN-SPAM, GDPR, and CASL, maintaining bounce rates below 2% and complaint rates below 0.1%. All emails must include working 1-click Unsubscribe links. • SMS/RCS Carrier Rules: Customer must comply with TCPA, A2P 10DLC, and TRAI DLT registration regulations.

CapEngage will use commercially reasonable efforts to maintain a Monthly Uptime Percentage of at least 99.9% for core SaaS platform APIs and dashboard access, excluding scheduled maintenance windows.

Scheduled maintenance is conducted during low-traffic periods with at least 48 hours' advance notice posted to our Status Page. In the event of an unexcused SLA breach exceeding 0.5% downtime in a billing month, eligible Enterprise customers may request service credits as set forth in our SLA Policy.

Subscription fees, seat pricing, and consumption rates (e.g. active contacts stored, messages dispatched, AI tokens consumed) are set forth in Customer's Order Form or selected online plan.

• Billing Cycles: Fees are billed in advance on a monthly or annual recurring basis. Usage overages are calculated and billed monthly in arrears. • Payment Processing: Payments are processed via secure credit card or ACH wire. All fees are non-refundable except as expressly provided in our Refund & Cancellation Policy. • Taxes: All listed prices exclude applicable taxes (including GST at 18%, VAT, or local sales taxes), which will be added at checkout.

As between CapEngage and Customer, CapEngage retains all right, title, and interest in and to the platform, source code, underlying algorithms, UI designs, trademarks, documentation, and operational data. Except for the limited right to use the Services during the subscription term, no ownership or IP license is granted to Customer.

This Agreement commences on the date Customer registers an account or signs an Order Form and continues until terminated.

• Termination for Convenience: Customer may cancel their subscription at any time prior to the next renewal date via account settings. • Termination for Cause: Either party may terminate immediately if the other party breaches a material provision and fails to cure such breach within 14 days of written notice (or immediately for severe AUP breaches). • Data Export Window: Upon termination, Customer has thirty (30) days to export their Customer Data, after which CapEngage permanently deletes account records per our Data Retention Policy.

CapEngage warrants that the Services will function in material conformity with published product documentation.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. CAPENGAGE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CAPENGAGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIRD-PARTY MESSAGING GATEWAYS (META, TWILIO) WILL REMAIN UNCHANGED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAPENGAGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY).

CAPENGAGE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO CAPENGAGE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Customer agrees to defend, indemnify, and hold harmless CapEngage and its officers, directors, and employees from any third-party claims, damages, statutory fines, or legal liabilities arising out of Customer's breach of messaging opt-in laws, unauthorized processing of end-user PII, violation of Meta WhatsApp policies, or breach of our Acceptable Use Policy.

These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. Any dispute or claim arising under these Terms shall be subject to the exclusive jurisdiction of the competent courts located in Hyderabad, Telangana, India.

International enterprise contracts may specify binding arbitration under UNCITRAL rules as set forth in custom Order Forms.

These Terms, together with the Privacy Policy, DPA, and Order Form, constitute the entire agreement between the parties. For questions regarding these Terms, contact legal@capengage.com or write to our Registered Office.