Terms of Service

Welcome to Sagepilot. Your contracting entity is identified under Section 1.3 (“Sagepilot”). By using the website at sagepilot.ai (the “Site”) and accessing services through it or other platforms (the “Services”), you agree to these Terms of Service. If you do not accept them, do not use the Site or Services.

The Services are also governed by the Privacy Policy and other policies published on the Site, subject to Section 8. Updates to these Terms are governed by Section 1.2. Suspension and termination are governed by Sections 5 and 9.

1. Acceptance of Terms

1.1 General:By accessing and using the Services, you acknowledge reading, understanding, and agreeing to these Terms. “Customer,” “you,” and “your” mean the individual or legal entity identified as the customer during account creation or in the applicable order. A person accepting these Terms on behalf of an organization represents that they have authority to bind that organization. The Customer is responsible for use of the Services by its authorized employees, administrators, agents, and other permitted users. Electronic acceptance may form a binding agreement without a separately signed paper contract, subject to applicable law.

1.2 Modifications: Sagepilot may update these Terms by providing notice through the Site or email. Changes become effective for existing Customers thirty (30) days after notification, unless the Customer expressly agrees to an earlier effective date. Continued use after the applicable effective date constitutes acceptance, except that material changes to payment obligations require express acceptance. Updated Terms apply prospectively and do not establish acceptance for earlier usage or alter charges already incurred. If updated Terms are unacceptable, you may terminate use by discontinuing access and cancelling your account. Accrued payment obligations remain payable under the terms applicable when they arose.

1.3 Contracting Entity: Services under the Sagepilot brand are provided by Sagepilot AI Technologies Private Limited or Sagepilot AI Inc., as applicable. For a Customer resident in India, incorporated in India, or contracting through an establishment in India, the default contracting entity is Sagepilot AI Technologies Private Limited.

The India default does not apply to Services for which an expressly agreed order or billing agreement identifies Sagepilot AI Inc. as the service provider, the Customer has received an invoice expressly identifying Sagepilot AI Inc. as the service provider, or the Customer has paid Sagepilot AI Inc. under an arrangement expressly identifying it as the service provider. These indicators relate to the relevant Services and the entity arrangement disclosed to the Customer. An existing expressly agreed contracting entity prevails. References to “Sagepilot,” “we,” “us,” and “our” mean the applicable contracting entity for those Services. A later invoice or payment does not by itself retrospectively change the contracting entity for earlier usage or transfer accrued payment obligations between the companies.

2. Use of Services

2.1 Access: You receive a limited, non-exclusive right to access and use the Services for lawful purposes, strictly according to these Terms and provided Policies.

2.2 Prohibited Uses: Misuse of the Services is prohibited, including attempting unauthorized access, using Services for illegal purposes, or interfering with normal operation.

2.3 Account Responsibility:You are responsible for maintaining account information confidentiality and activities of your authorized users and configured integrations. You may grant access to authorized users through the Services’ team and permission controls. You may not otherwise share, transfer, or grant account credentials, dashboard, or Service interface access to third parties without Sagepilot’s prior written consent.

3. Intellectual Property

3.1 Ownership: All intellectual property rights in the Services, including platform architecture, AI models, algorithms, workflows, user interface designs, dashboard layouts, proprietary methodologies, APIs, documentation, and related trade secrets, are the exclusive property of Sagepilot AI Technologies Private Limited or its licensors. No rights are granted beyond what these Terms expressly state.

3.2 No Reverse Engineering or Replication: You shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, data models, or underlying structure of the Services; (b) copy, reproduce, screenshot, record, or capture any Service portion, including dashboard interfaces, reports, workflow configurations, AI agent behavior, or output formats, for replication, benchmarking, or competitive analysis purposes; (c) create or assist in creating any product or service substantially similar to or competitive with the Services using knowledge or materials obtained through Service use.

3.3 Confidentiality of Platform Access:All Service aspects, including features, configurations, performance data, AI agent capabilities, and dashboard content, are considered Sagepilot’s confidential information. You agree not to disclose, demonstrate, or make available such confidential information to third parties, including competitors, vendors, consultants, or entities offering or developing competing products or services.

4. Competitive Misuse and Unauthorized Disclosure

4.1 Strict Prohibition: You are strictly prohibited from sharing Service access, including login credentials, dashboard access, screenshots, screen recordings, feature demonstrations, API responses, workflow configurations, or any platform representation, with any Sagepilot competitor or third party developing, marketing, or operating competitive products or services.

4.2 Definition of Competitor:A “Competitor” means any individual, entity, or organization directly or indirectly offering, developing, or in process of developing AI-powered customer lifecycle, customer support, marketing automation, conversational AI, or similar products or services overlapping with Sagepilot’s offerings. Sagepilot reserves sole discretion to determine whether an entity qualifies as a Competitor.

4.3 Consequences of Violation: Any breach of Section 4 constitutes material breach of these Terms, entitling Sagepilot to, without prior notice and without limiting other available remedies:

1. Immediately terminate your account and all Service access;
2. Terminate any agreements, contracts, or plans between you and Sagepilot, without refunding fees paid or waiving owed fees;
3. Pursue injunctive relief preventing further unauthorized use or disclosure;
4. Seek damages, including actual damages, consequential damages, and lost profits from unauthorized disclosure or competitive misuse;
5. Recover all reasonable legal fees and costs incurred enforcing these Terms.

4.4 Liquidated Damages:The parties acknowledge that breaching Section 4 would cause irreparable harm to Sagepilot that would be difficult to quantify. Accordingly, in addition to other remedies, you agree to pay liquidated damages equal to ten (10) times the total fees paid or payable under your plan or contract with Sagepilot in the twelve (12) months preceding the breach, or INR 50,00,000 (Fifty Lakhs), whichever is greater. This liquidated damages provision does not limit Sagepilot’s right to seek additional actual damages.

5. Immediate Termination for Cause

5.1 Sagepilot may immediately terminate or suspend your Service access, without prior notice and without liability, upon:

1. Sharing or granting Service access or any component to a Competitor or unauthorized third party;
2. Using the Services for competitive intelligence, reverse engineering, or benchmarking purposes;
3. Breaching any confidentiality or intellectual property provision of these Terms;
4. Any conduct that Sagepilot, in its sole discretion, determines to be detrimental to its business interests, reputation, or intellectual property, subject to the payment suspension process in Section 9.5 where the grounds are nonpayment.

5.2 Upon termination under Section 5: (a) all licenses and rights granted under these Terms immediately cease; (b) you shall immediately destroy or return all confidential information and materials obtained through the Services; (c) accrued payment obligations survive and remain payable under Section 9 and any applicable agreed payment terms, including the billing dispute process in Section 9.4; (d) Sagepilot has no obligation to maintain or provide access to any of your data, configurations, or content.

6. Disclaimers and Limitations of Liability

The Services are provided on an “as is” and “as available” basis without any warranties, express or implied. Sagepilot limits its liability to the maximum extent permitted by law. Nothing in these Terms limits Sagepilot’s right to seek injunctive or equitable relief for breaches of Sections 3, 4, or 5.

7. Governing Law and Dispute Resolution

7.1 These Terms are governed by and construed in accordance with Indian law, including for India Customers contracting with Sagepilot AI Technologies Private Limited under Section 1.3. Any disputes arising out of or in connection with these Terms are subject to the exclusive jurisdiction of courts in Bengaluru, Karnataka.

7.2 Notwithstanding the foregoing, Sagepilot is entitled to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights and confidential information.

8. General Provisions

These Terms, together with applicable orders, pricing schedules, and other written agreements expressly agreed between the Customer and Sagepilot, including agreements accepted electronically, constitute the agreement regarding the Services. Separately agreed customer-specific commercial terms prevail over conflicting provisions of these Terms; these Terms otherwise prevail over conflicting general Site policies. An update does not supersede separately agreed pricing, payment terms, spending caps, or accrued rights unless the parties expressly agree. If any provision is found unenforceable, remaining provisions remain in full force and effect.

9. Fees, Usage Charges, and Payment

9.1 Applicable Charges: Subject to any expressly agreed trial or included allowance, the Customer shall pay subscription fees and applicable usage charges, including WhatsApp/Meta messaging charges, business solution provider charges, separately disclosed Sagepilot service fees, and applicable taxes. Charges are calculated using the billing events, rates, and currency disclosed in the applicable order, pricing schedule, or account interface before the relevant usage. Usage is chargeable only in accordance with that applicable billing basis.

Fees and usage charges are owed to the applicable contracting entity under Section 1.3 and may be paid to that entity or its expressly designated payment collection provider. Use of a payment processor or a provider collecting on behalf of that entity does not by itself change the contracting entity.

9.2 Authorized Activity: The Customer authorizes Sagepilot to process messages, campaigns, workflows, API requests, and other activities initiated or enabled by its authorized users or configured integrations. The Customer remains responsible for applicable charges arising from those activities, whether initiated manually or through an automation previously enabled by the Customer. Payment is not conditional on achieving sales, conversions, responses, or another business outcome unless expressly agreed in writing.

9.3 Wallets, Credit, and Delayed Billing:Where Sagepilot permits usage before payment, extends credit, or incurs third-party charges on the Customer’s behalf, the Customer shall pay those charges under the applicable payment terms. A delayed invoice, delayed usage display, exhausted wallet balance, or failure to suspend Services does not waive payment for usage validly incurred. This provision does not authorize usage beyond an expressly agreed hard spending cap.

9.4 Invoices and Billing Disputes: Unless otherwise agreed in writing, invoices are payable within fifteen (15) days of issuance. The Customer should notify Sagepilot at support@sagepilot.ai of any billing dispute within fifteen (15) days of receipt, identifying the disputed items and reasons. Undisputed amounts remain payable when due. Sagepilot will investigate disputed charges and correct verified billing errors. Failure to raise a dispute within this period does not exclude rights that cannot lawfully be excluded.

9.5 Suspension and Recovery: If an undisputed amount remains overdue after written notice and a seven (7) day opportunity to cure, Sagepilot may suspend chargeable Services. Sagepilot reserves available civil remedies to recover amounts lawfully owed, subject to the billing dispute process in Section 9.4 and dispute resolution under Section 7. Sagepilot may seek reasonable recovery expenses and legal costs to the extent recoverable under applicable law or awarded by the competent court.

9.6 Accrued Charges Survive: The Customer remains liable for accrued charges notwithstanding suspension, cancellation, account closure, or cessation of use, including applicable third-party charges invoiced or reconciled later. This does not impose fees for unused future periods except as separately agreed. Billing errors and disputed charges remain subject to Section 9.4.

By using the Services, you acknowledge reading, understanding, and agreeing to be bound by these Terms.