1. Acceptance & Contractual Binding
These Terms of Service (“Terms”, “Agreement”) constitute a legally binding agreement between you (“Client”, “you”, or “your”) and Prozenai Automation Studio (“Prozenai”, “we”, “our”, or “us”).
By accessing our website (https://prozenai.com), submitting an inquiry, approving a proposal or quotation, executing a Statement of Work (“SOW”), or utilizing any automated AI workflow, endpoint, or system deployed by Prozenai, you explicitly acknowledge that you have read, understood, and agreed to be bound by these Terms and our incorporated Privacy Policy.
2. Services & Statements of Work (SOW)
Prozenai provides custom artificial intelligence engineering, business process automation, conversational agent architecture, and systems integration services. Services include, without limitation:
- WhatsApp AI Automation Bots: Conversational lead qualification, customer triage, catalog browsing, appointment booking, and webhook dispatching via WhatsApp Cloud API.
- Instagram Conversation Automations: DM lead collection, FAQ handling, and CRM synchronization.
- AI Contract & Document Intelligence: Automated data extraction, structured JSON parsing, and dynamic PDF/document generation from business briefs.
- AI Customer Support Systems: 24/7 autonomous triage systems trained on proprietary company knowledge bases with deterministic guardrails and human escalation triggers.
- CRM & End-to-End Workflow Pipelines: Multi-tool automations integrating CRMs (HubSpot, Salesforce, Pipedrive), cloud databases, spreadsheets, payment webhooks, and messaging endpoints.
Specific deliverables, timelines, milestone criteria, and commercial fees will be detailed in individual written proposals, order confirmations, or Statements of Work executed by the parties. In the event of an explicit conflict between these Terms and an executed SOW, the provisions of the SOW shall prevail solely for that specific engagement.
3. Access, Keys & Authorized Agents
To enable Prozenai to build and connect your automated systems, you may provide API credentials, OAuth tokens, webhook URLs, and database connection strings:
Credential Safeguarding
Client is solely responsible for maintaining the confidentiality of its administrative passwords, API keys, and account tokens. Client must notify Prozenai immediately of any known or suspected breach of security.
Scoped Permissions
Client agrees to grant access using the principle of least privilege, providing Prozenai with scoped API tokens or sandbox/staging environments whenever commercially feasible.
4. Client Obligations & Data Rights
To ensure successful system implementation, Client agrees to:
- Provide timely access to necessary documentation, brand guidelines, product knowledge bases, and technical stakeholders.
- Ensure that all data, customer databases, contact lists, and documents provided to Prozenai or ingested by the automated pipelines have been legally collected with all necessary end-user consents (including opt-ins under TCPA, CAN-SPAM, GDPR, or Meta WhatsApp Business Policies).
- Perform timely User Acceptance Testing (UAT) within the review window specified in the SOW (typically five to ten business days following delivery).
5. Acceptable Use Policy (AUP)
You agree not to use or configure any Prozenai automation system to conduct or facilitate any prohibited activity:
- Sending unsolicited bulk commercial messages (“spam”) or cold outbound campaigns violating Meta WhatsApp Commerce policies.
- Impersonating licensed professionals (medical doctors, lawyers, certified financial advisors) to give automated advice without required regulatory licensure and human oversight.
- Generating deceptive, fraudulent, defamatory, sexually explicit, abusive, or harmful automated messages.
- Deploying malware, exploiting vulnerabilities, or executing denial-of-service attempts against third-party endpoints.
- Attempting to reverse engineer, decompile, or extract the underlying model weights or proprietary core frameworks of Prozenai.
Prozenai reserves the immediate right to throttle, suspend, or terminate any automated pipeline that violates this Acceptable Use Policy or risks blacklisting client or agency infrastructure with platform providers.
6. Nature of AI & Output Boundaries
Client acknowledges that modern artificial intelligence models (LLMs) operate on probabilistic neural architectures. While Prozenai builds enterprise-grade guardrails, deterministic JSON schemas, and RAG architectures, no generative AI system is infallible.
- Human Review for High-Stakes Work: Client is advised to implement human-in-the-loop review for automations involving critical financial transactions, legal commitments, or high-risk communications.
- Output Responsibility: Client retains ultimate responsibility for evaluating the accuracy and fitness of AI-generated responses for its business context before acting upon them.
- Upstream Model Drift: Third-party foundation model providers (OpenAI, Anthropic, Google) periodically update model weights and system behaviors. While Prozenai maintains compatibility, we are not liable for transient upstream modifications made by model providers.
7. Intellectual Property & Deliverables Ownership
We believe in complete transparency and clean separation of intellectual property:
A. Client Property & Data (100% Owned by Client)
Client retains all right, title, and interest in and to all Client Data, trade secrets, logos, brand assets, customer records, and proprietary business knowledge provided to Prozenai. Client grants Prozenai a limited, non-exclusive license solely to process such data to perform the agreed automation services.
B. Custom Deliverables (Assigned Upon Full Payment)
Upon complete payment of all fees due under the applicable SOW, Prozenai hereby assigns to Client all right, title, and interest in the customized workflow routines, bespoke prompts, webhook routing scripts, and document templates engineered specifically for Client.
C. Prozenai Core Technology (Retained by Prozenai)
Prozenai retains all rights in its pre-existing libraries, general automation modules, architectural frameworks, monitoring toolchains, and software design patterns. To the extent any Prozenai core technology is embedded in a deliverable, Client is granted a perpetual, royalty-free, non-exclusive license to use it internally.
8. Fees, Payment Terms & API Tokens
Fees for automation engineering, deployment, and ongoing maintenance retainers are set forth in the applicable SOW or quotation:
Invoicing & Milestones
Project-based builds typically follow a structured milestone schedule (e.g. 50% deposit upon kickoff, 50% upon deployment/UAT). Invoices are due within fifteen (15) days of receipt unless otherwise agreed.
Upstream API Consumption Fees
Third-party consumption costs (including WhatsApp Cloud conversation fees, OpenAI/Anthropic token charges, and CRM tier fees) are billed directly to Client by the respective third-party provider, unless explicitly bundled into an all-inclusive managed retainer SOW.
Late payments may incur a monthly finance charge equal to 1.5% or the maximum rate permitted by law. Prozenai reserves the right to suspend active automated endpoints if invoices remain unpaid past thirty (30) days from written notice.
9. Mutual Confidentiality (NDA)
Each party (“Receiving Party”) agrees to treat all non-public business, technical, financial, or operational information disclosed by the other party (“Disclosing Party”) as strictly confidential:
- The Receiving Party shall exercise at least the same degree of care as it uses for its own confidential information, but in no case less than reasonable care.
- Confidential Information shall not be disclosed to any third party except to employees, contractors, and legal counsel who have a need to know and are bound by equivalent confidentiality obligations.
- Obligations of confidentiality survive termination of this Agreement for a period of three (3) years (and indefinitely with respect to trade secrets).
10. Warranties & Platform Dependencies
Prozenai represents and warrants that it will perform all automation engineering services in a professional, workmanlike manner in accordance with prevailing industry standards.
Third-Party Platform Disclaimers
Automated pipelines rely on external APIs provided by third parties (including Meta WhatsApp Business Cloud API, CRM providers, OpenAI, Anthropic, Google, and cloud hosting vendors). Prozenai is not responsible for interruptions, latency, rate limits, deprecations, or outages originating within external third-party infrastructure beyond our direct operational control.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES AND AUTOMATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
11. Limitation of Liability & Indemnification
A. Consequential Damages Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR GOODWILL), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B. Aggregate Liability Cap
THE TOTAL AGGREGATE LIABILITY OF PROZENAI ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROZENAI UNDER THE APPLICABLE SOW DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
C. Client Indemnification
Client agrees to defend, indemnify, and hold harmless Prozenai, its officers, directors, and engineers against any third-party claims, damages, liabilities, or expenses arising from: (i) Client Data infringing third-party intellectual property or privacy rights, (ii) breach of the Acceptable Use Policy, or (iii) unauthorized communications dispatched through Client's WhatsApp or CRM accounts.
12. Term, Suspension & Termination
This Agreement commences upon the date of Client's initial access or SOW execution and continues until all SOWs have expired or been terminated:
- Termination for Convenience: Ongoing monthly retainers may be cancelled by either party upon thirty (30) days prior written notice.
- Termination for Material Breach: Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice.
- Post-Termination Obligations: Upon termination, Client shall pay all undisputed fees for work performed up to the termination date. Prozenai will revoke API connections, deliver final code deliverables, and securely purge client tokens within seven (7) business days.
13. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the applicable SOW (or, in the absence of an SOW, the laws of India, without regard to conflicts of law principles).
14. Severability & Entire Agreement
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
These Terms, together with any executed SOW and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof, superseding all prior oral or written negotiations, understandings, and representations.
15. Notices & Legal Department
All legal notices, SOW amendments, or communications under this Agreement should be directed to the Prozenai legal team:
Prozenai Automation Studio
Legal & Contracts Department
Questions about our legal framework?
Our compliance and engineering security teams are available to address your inquiries regarding data processing, model boundaries, or enterprise service terms.