Terms of Service – Nishee

1. Definitions

• “Agreement” means these Terms, the Privacy Policy and any order or plan details accepted at checkout.
• “Service” means the Nishee platform, including the dashboard, APIs, AI features and any related software or support.
• “Customer” or “you” means the person or entity that registers a workspace.
• “Authorised User” means an individual you invite to your workspace.
• “Connected Account” means a Google Business Profile, Meta or X account linked to the Service.
• “Customer Content” means all data, reviews, replies, posts, images and materials you submit to or generate through the Service.
• “Third-Party Platforms” means Google, Meta, X and other external services that the Service integrates with.

2. Acceptance and eligibility

This Agreement is an electronic contract under the Information Technology Act, 2000 and does not require physical or digital signatures. By registering, accessing or using the Service you agree to be bound by it.

You must be at least 18 years old and capable of entering a binding contract under the Indian Contract Act, 1872. If you accept on behalf of a company or other entity, you represent that you have authority to bind it, and “you” refers to that entity.

3. The Service

Nishee provides software to sync and respond to customer reviews, generate AI draft replies and posts, schedule social publishing, and view analytics across your business locations. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription for your internal business purposes, subject to this Agreement.

We may modify, add or discontinue features. Where a change materially reduces functionality of a paid plan, we will give reasonable notice and, where appropriate, a pro-rata refund of prepaid fees for the affected period.

4. Accounts and security

1. You must provide accurate, current registration information and keep it updated.
2. You are responsible for all activity under your workspace, including by Authorised Users, and for maintaining the confidentiality of credentials.
3. You must notify us promptly at legal@nishee.app of any unauthorised access.
4. You warrant that you own, or are duly authorised by the owner to manage, each Connected Account and business listing you link.

5. Third-Party Platforms

The Service operates through the official APIs of Third-Party Platforms. You must comply with their terms, including the Google Business Profile Policies, Meta Platform Terms and X Developer Agreement. We are not affiliated with or endorsed by Google, Meta or X.

Third-Party Platforms may change, limit or withdraw API access, or suspend your account, at their discretion. We are not liable for any resulting interruption, loss of data or loss of functionality, and such events do not entitle you to a refund except as stated in Section 6.

6. Fees, billing and refunds

1. Plans. Paid plans are charged in advance on the monthly or annual cycle shown at checkout, through Razorpay. Fees are exclusive of GST and other applicable taxes, which will be added to the invoice.
2. Usage limits. Limits on locations, Autopilot replies and Review Amplifier posts apply per plan. Exceeding a limit may require an upgrade before the action completes.
3. Renewal. Subscriptions renew automatically unless cancelled before the renewal date. You authorise us and our payment processor to charge the payment method on file.
4. Cancellation. You may cancel at any time from Settings. Access continues until the end of the paid period.
5. Refunds. Fees are non-refundable except where required by law or expressly stated. If you were charged in error, contact us within 7 days of the invoice date.
6. Price changes. We may change prices on at least 30 days' notice, effective from your next renewal.
7. Non-payment. We may suspend or downgrade a workspace with overdue fees after reasonable notice.

7. Customer Content and AI features

7.1 Ownership

As between the parties, you retain all rights in Customer Content. You grant us a worldwide, non-exclusive licence to host, process, transmit and display Customer Content solely to provide and support the Service. We retain all rights in the Service, including software, design and trademarks, and any feedback you give us may be used without obligation.

7.2 AI-generated output

AI drafts are generated automatically and may be inaccurate, incomplete or unsuitable. You are solely responsible for reviewing and approving output, and for any content published through Autopilot under rules you set. AI output is not legal, financial or professional advice.

7.3 Your warranties

You warrant that Customer Content, and your use of the Service, does not infringe any third-party right and complies with applicable law, including consumer-protection law and advertising standards on endorsements and reviews.

8. Acceptable use

You shall not, and shall not permit anyone to:

• post fake, paid-for or incentivised reviews, gate reviews by sentiment, or impersonate customers or any third party;
• publish content that is unlawful, defamatory, obscene, hateful, fraudulent or infringing, or that is prohibited under Rule 3 of the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021;
• use the Service to send spam or to violate any Third-Party Platform policy;
• reverse-engineer, scrape, resell or sublicense the Service, or use it to build a competing product;
• probe, overload, or bypass security or rate limits, or introduce malware;
• exceed the access granted by your plan or share credentials across unrelated businesses.

We may remove content and suspend or terminate access for breach of this Section.

9. Data protection

Our handling of Personal Data is described in the Privacy Policy. In respect of Personal Data of your own customers (such as reviewers) processed on your behalf, you are responsible for having a lawful basis and any required notices or consents, and we process that data only on your instructions and as permitted by the Agreement.

10. Intellectual property

The Service, including its source code, interfaces, algorithms, documentation and the Nishee name and logo, is owned by Nishee and its licensors and is protected by the Copyright Act, 1957, the Trade Marks Act, 1999 and international law. No rights are granted except those expressly stated in this Agreement. If you believe content on the Service infringes your rights, send a notice to legal@nishee.app with identification of the work, the infringing material and your contact details.

11. Confidentiality

Each party shall keep the other's non-public business, technical and financial information confidential, use it only to perform or exercise rights under this Agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or lawfully required to be disclosed.

12. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF AI OUTPUT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT GUARANTEE ANY PARTICULAR RESULT, SUCH AS IMPROVED RATINGS, SEARCH RANKING OR REVENUE.

13. Limitation of liability

1. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or data, however arising.
2. Our total aggregate liability arising out of or relating to the Agreement shall not exceed the fees you paid to us for the Service in the twelve (12) months preceding the event giving rise to the claim.
3. Nothing in this Agreement excludes liability that cannot be excluded under applicable law, including for fraud or wilful misconduct.

14. Indemnification

You shall defend, indemnify and hold harmless Nishee, its directors, officers, employees and agents from any claim, loss, liability, penalty or expense (including reasonable legal fees) arising from Customer Content, your breach of this Agreement or applicable law, or your violation of a third party's rights or Third-Party Platform policies.

15. Term, suspension and termination

1. This Agreement begins when you first accept it and continues until terminated.
2. You may terminate by cancelling your subscription and deleting your workspace.
3. We may suspend or terminate access immediately on written notice if you materially breach the Agreement, fail to pay fees, create legal or security risk, or where required by law.
4. On termination, your right to use the Service ends. You may export your data for 30 days afterwards; thereafter we will delete it as set out in the Privacy Policy.
5. Sections that by their nature should survive (including fees owed, intellectual property, confidentiality, disclaimers, liability, indemnity and governing law) will survive termination.

16. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, government action, power or internet failure, or outages of Third-Party Platforms or cloud infrastructure providers. This does not excuse payment obligations.

17. Governing law and dispute resolution

1. This Agreement is governed by the laws of India, without regard to conflict-of-law rules.
2. The parties shall first attempt to resolve any dispute amicably by written notice and good-faith negotiation for 30 days.
3. Any dispute not so resolved shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by mutual agreement (failing which, by a court of competent jurisdiction). The seat and venue shall be New Delhi, India, and the language shall be English.
4. Subject to the above, the courts at New Delhi shall have exclusive jurisdiction. Either party may seek urgent injunctive relief from a competent court.

18. General provisions

• Entire agreement. This Agreement supersedes all prior understandings on its subject matter.
• Amendments. We may update these Terms with at least 14 days' notice of material changes to workspace owners. Continued use after the effective date is acceptance.
• Assignment. You may not assign the Agreement without our written consent. We may assign it in connection with a merger, acquisition or sale of assets.
• Severability. If a provision is unenforceable, the remainder stays in effect.
• No waiver. Failure to enforce a right is not a waiver of it.
• Notices. We may notify you by email or in-app. Notices to us must be sent to legal@nishee.app.
• Relationship. The parties are independent contractors; nothing creates a partnership, agency or employment.

19. Contact

Nishee
India
Legal: legal@nishee.app
Privacy: privacy@nishee.app