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AKABOT TERMS OF USE

These Terms of Use (the "Terms") govern access to, installation of, and use of the software products, components, modules, services, and features offered under the Akabot brand (the "Products") by FPT IS COMPANY LIMITED ("Akabot," "we," or "us"). These Terms should be read together with the End User License Agreement, the Privacy and Data Processing Policy, the AI Services and Data Processing Addendum, and any other document referenced in these Terms.

BY INSTALLING, ACTIVATING, ACCESSING, OR USING A PRODUCT, THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS.

1. Purpose and Scope​

These Terms govern access to, installation of, and use of the Products.

Products may include, without limitation, automation management platforms, workflow development tools, runtimes/agents, data services, AI services, APIs, connectors, activity packages, extensions, and other components provided by Akabot.

The list of Products may be expanded, changed, renamed, or discontinued from time to time.

The specific Products that a Customer is entitled to use are determined by the applicable agreement, order, license, or other arrangement between Akabot and the Customer.

2. Definitions​

For purposes of these Terms:

  • "Customer" means the individual or legal entity that has entered into an agreement, order, license, or other arrangement with Akabot to access or use the Products, or that installs, activates, accesses, or otherwise uses a Product.
  • "Products" has the meaning given in Section 1 (Purpose and Scope).
  • "Customer Data" has the meaning given in Section 7 (Ownership of Customer Data).

3. Acceptance of the Terms​

By installing, activating, accessing, or using a Product, the Customer agrees to comply with these Terms and the other applicable documents.

If an agreement executed between Akabot and the Customer contains terms that differ from these Terms, the agreement takes precedence to the extent of the conflict.

4. Account and Security​

Accessing or using a Product may require the Customer and its users to register an account by setting a username and password and providing certain information. By registering an account, the Customer agrees to:

  • keep passwords confidential and use an account and password only for its own login;
  • log out of an account after each session;
  • promptly notify Akabot of any unauthorized use of an account; and
  • keep account information accurate and up to date.

The Customer is responsible for all activity carried out under its account, even where that activity was not performed by the Customer itself. Akabot is not liable for losses or damages arising from unauthorized use of an account that is not caused by Akabot's fault or by the Customer's failure to comply with these Terms.

If a security incident occurs, Akabot may temporarily lock the affected account until the incident is resolved, without prior notice, and will provide written notice of the nature of the incident as soon as reasonably practicable.

5. Right to Use​

During the term of a valid license, Akabot grants the Customer a limited, non-exclusive, non-transferable right to install and use the Products within the scope purchased or licensed.

The Customer must not:

  • resell or sublicense the right to use a Product without authorization;
  • circumvent or disable a license mechanism;
  • copy or distribute a Product without authorization;
  • reverse engineer or interfere with a Product beyond what applicable law permits;
  • use a Product for an unlawful purpose; or
  • use a Product to infringe the rights of any organization or individual.

Non-Production Licenses. Non-production licenses are strictly limited to internal development, testing, quality assurance, and similar purposes. They must not be used in any production environment or for any commercial purpose. Usage under this license mandates the Customer to grant Akabot full access for the purpose of automated compliance auditing against these non-production restrictions.

6. Deployment Model​

Products may be deployed in on-premises infrastructure, a private cloud, or another environment managed by the Customer.

For an on-premises deployment, the Customer is responsible for managing:

  • servers and operating systems;
  • databases;
  • networks and firewalls;
  • identity and access management;
  • certificates;
  • backup and disaster recovery;
  • endpoint security;
  • patching;
  • monitoring; and
  • security measures for the Customer's infrastructure.

Akabot does not have access to the Customer's on-premises environment by default.

Akabot personnel may access this environment only with the Customer's authorization or under a service agreement between the parties.

7. Ownership of Customer Data​

The Customer retains all rights and legal interests in data that the Customer or its users enter, create, store, or process through a Product ("Customer Data").

Use of a Product does not transfer ownership of Customer Data to Akabot.

Akabot will not use Customer Data for an independent purpose beyond what is necessary to provide the Products or agreed services, unless the Customer consents or applicable law requires it.

8. Use of AI and Third-Party Services​

Some features may integrate with third-party AI or cloud services.

When the Customer enables these features, the data necessary to fulfill a request may be transmitted from the Customer's environment to the relevant third-party provider.

Accordingly, deploying a Product on premises does not mean that all data is always processed within the on-premises infrastructure.

Use of third-party services is subject to the applicable provider's terms and policies.

9. Customer Responsibilities for Data​

The Customer is responsible for:

  • determining which data may be processed;
  • ensuring it has all necessary rights and legal grounds to process that data;
  • determining which data may be sent to external services;
  • configuring access rights;
  • protecting credentials, API keys, and secrets;
  • configuring data retention;
  • backing up data;
  • meeting applicable personal data protection requirements; and
  • meeting cross-border data transfer requirements where applicable.

10. Automated Actions​

Products may automatically perform actions in applications, websites, databases, APIs, or other systems.

The Customer is responsible for workflows designed, configured, and deployed in its environment.

The Customer should test workflows before putting them into production and establish appropriate approval controls for high-risk actions.

11. AI-Generated Outputs​

AI outputs are probabilistic and may be inaccurate, incomplete, or unsuitable for a particular use.

The Customer is responsible for evaluating outputs before using them.

For significant decisions involving finance, legal matters, individual rights, safety, or critical business operations, the Customer should require human review before taking action based on an AI output.

12. Third-Party Services​

Akabot does not control the operations of third-party service providers.

Changes to a third party's APIs, models, rate limits, pricing, availability, security policies, or data policies may affect Product functionality.

13. Security​

Akabot applies appropriate security measures during Product design and development.

For on-premises systems, overall security depends on the Product, the deployment configuration, and the Customer's infrastructure.

14. Intellectual Property​

Akabot and/or its licensors retain the intellectual property rights in the Products, source code, object code, designs, documentation, and related components.

Ownership of Customer Data remains with the Customer or its respective lawful owner.

15. Confidentiality​

For purposes of these Terms, "Confidential Information" means non-public information that one party discloses to the other in connection with the use of a Product, including but not limited to technical information, business processes, business plans, and communications exchanged between the parties. Confidential Information does not include information that becomes public through no fault of the receiving party, was lawfully known to the receiving party before disclosure, or is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Each party agrees to:

  • keep the other party's Confidential Information confidential and use it only to perform these Terms;
  • not disclose Confidential Information to a third party without the owner's consent, unless required by law; and
  • apply reasonable protective measures equivalent to those it uses to protect its own confidential information.

The confidentiality obligations in this Section survive termination of these Terms.

16. Product Updates​

Akabot may release patches, security updates, new versions, or feature changes.

Unless otherwise agreed in a service agreement, the Customer is responsible for evaluating and deploying updates in its on-premises environment.

17. Suspension of Service​

Before terminating service under Section 18 (Service Termination), Akabot may temporarily restrict all or part of the Customer's access to a Product in the following circumstances:

  • the Customer is late in paying a fee that is due;
  • suspension is necessary for maintenance, upgrades, bug fixes, or to prevent or address a security incident;
  • a competent authority requires suspension; or
  • Akabot has a reasonable basis to suspect the Customer has breached these Terms.

Except in an emergency or where required by a competent authority, Akabot will give the Customer reasonable advance notice before suspending service. Akabot will restore access as soon as the cause of the suspension has been resolved.

18. Service Termination​

Akabot may immediately terminate the Customer's right to access and use the Products by written notice if:

  • the Customer fails to pay any fee when due;
  • the Customer materially breaches any provision of these Terms and, where the breach is curable, does not cure it within ten (10) days of written notice;
  • a competent authority requires termination of the service because the Customer's use of a Product violates applicable law; or
  • Akabot suspends, discontinues, or plans to discontinue all or substantially all of the relevant business operations.

Upon termination of these Terms:

  • all licenses granted under these Terms terminate immediately;
  • Akabot may delete or disable the Customer's account within ten (10) days of termination; if the Customer requests in writing that its Customer Data be backed up, Akabot will use reasonable efforts to provide the backup within thirty (30) days of that request, provided the Customer has paid all applicable fees;
  • any rights, remedies, obligations, or liabilities that accrued before the termination date remain unaffected; and
  • any unpaid fees become immediately due.

19. Limitation of Liability​

To the extent permitted by applicable law and the agreement between the parties, Akabot is not liable for losses arising from:

  • workflows incorrectly configured by the Customer;
  • use of AI outputs without appropriate review;
  • failures in infrastructure managed by the Customer;
  • loss or disclosure of credentials for which the Customer is responsible;
  • unauthorized acts by the Customer's users;
  • incidents involving, or changes to, third-party services; or
  • use of a Product contrary to its documentation or instructions.

Specific financial liability caps and exclusions are set out in the agreement between the parties.

20. Force Majeure​

Akabot is not liable for any failure or delay in performing an obligation under these Terms where the failure or delay results from circumstances beyond Akabot's reasonable control, including but not limited to government regulations or orders, states of emergency, natural disasters, war, civil unrest, epidemics, fire, strikes, or other similar causes beyond Akabot's reasonable control.

21. Audits​

During the period a Product is in use, Akabot may, at its reasonable discretion, review activity and transactions on the Product to verify the Customer's compliance with these Terms. Akabot will give reasonable advance notice and will seek to avoid disrupting the Customer's day-to-day operations.

If a review shows that the Customer has breached any obligation under these Terms, Akabot may, at its discretion, take one or more of the following actions: (i) terminate the Customer's right to use the Product under Section 18 (Service Termination); or (ii) require the Customer to pay the costs arising from use beyond the licensed scope, at the price list in effect at the time of payment.

This section does not limit the separate audit right relating to non-production licenses set out in Section 5 (Right to Use).

22. Compliance with Law​

Each party is responsible for complying with applicable laws within the scope of its activities.

For personal data, each party will perform its respective responsibilities according to its role and applicable law.

23. Governing Law and Dispute Resolution​

These Terms will be governed by and construed in accordance with the laws of the place where Akabot is based. The courts of that place will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, unless otherwise agreed in the applicable agreement between the parties.

24. Assignment​

The Customer must not assign, sublicense, or subcontract to a third party any of its rights or obligations under these Terms without Akabot's prior written consent.

25. Notices​

A notice under these Terms must be in writing and may be sent by email, delivered directly through a Product, or by another method agreed by the parties. A notice is effective when the receiving party confirms receipt, or, in the case of email, once it is successfully sent to the registered email address without a delivery failure notification.

26. Severability​

If any provision of these Terms is held invalid or unenforceable, that provision will be applied to the maximum extent permitted by law, and the remaining provisions will continue in full force and effect.

27. Entire Agreement​

These Terms, together with the documents referenced in them, constitute the entire agreement between the Customer and Akabot regarding their subject matter and supersede any prior agreement, communication, or condition on the same subject matter. These Terms apply only to the relationship between the Customer and Akabot and do not create any rights for a third party.

28. Changes to these Terms​

Akabot may update these Terms to reflect changes to Products, technology, law, security, or third-party services.

An updated version must state its effective date.

29. Contact​

FPT IS COMPANY LIMITED
Website: https://akabot.com
Support: [email protected]
Security: [email protected]
Privacy/DPO: [email protected]