Terms and Conditions.
The agreement that governs your use of Heyllo

These Terms and Conditions ("Terms," "T&Cs") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you," "User") and Heyllo, doing business as Heyllo ("Heyllo," "we," "us," or "our"), concerning your access to and use of the Heyllo platform, including any related websites, applications, and services (collectively, the "Service").

By accessing or using the Service, you agree that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Service and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Service from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason (see Section 15).

Heyllo provides a platform that enables Users to upload or provide their own data ("Training Data") to train custom artificial intelligence (AI) powered chatbots ("Custom Chatbots"). Users can then configure, manage, and embed these Custom Chatbots on their websites, applications, or other platforms as permitted by the Service.

Eligibility: You must be at least 18 years old or the age of legal majority in your jurisdiction to use the Service. By using the Service, you represent and warrant that you meet these requirements.

Registration: To access certain features, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

Account Security: You are responsible for safeguarding your account password and for any activities or actions under your account. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

Account Responsibility: You are solely responsible for all activities that occur under your account, including the management and use of your Custom Chatbots and the Training Data you provide.

Training Data Ownership: You retain all ownership rights, title, and interest in and to the Training Data you upload or provide to the Service.

License Grant to Heyllo: By uploading or providing Training Data to the Service, you grant Heyllo a limited, non-exclusive, worldwide, royalty-free, sublicensable (solely to our necessary service providers) license to access, use, process, copy, distribute, perform, display, and store the Training Data solely for the purposes of:

• Providing, maintaining, and improving the Service specifically for you (including training, hosting, and operating your Custom Chatbots).
• Preventing or addressing service, security, or technical issues.
• Complying with the law or valid legal process. This license terminates when you delete your Training Data or terminate your account, subject to necessary archival or backup retention periods outlined in our Privacy Policy.

User Responsibility for Training Data: You represent and warrant that: (i) you own the Training Data or have obtained all necessary rights, licenses, consents, and permissions to grant the license above and to use the Training Data with the Service; and (ii) the Training Data and its use through the Service does not and will not violate any applicable laws (including data protection and privacy laws like the Kenya Data Protection Act, 2019), infringe upon any third party's rights (including intellectual property, privacy, or publicity rights), or contain any material that is unlawful, harmful, defamatory, obscene, or otherwise objectionable. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your Training Data.

Chatbot Interactions & Output: You acknowledge that the responses generated by your Custom Chatbots ("Output") are based on the Training Data you provide and the underlying AI models. While Heyllo strives to provide a high-quality service, AI-generated Output may contain inaccuracies, errors, or biases, and may not always reflect the most current information. You are solely responsible for reviewing, evaluating, and using the Output generated by your Custom Chatbots. Heyllo disclaims any liability for the accuracy, completeness, or appropriateness of the Output.

You agree not to use the Service for any purpose that is prohibited by these Terms or by applicable law. You shall not (and shall not permit any third party to):

• Use the Service to create, train, or deploy chatbots that generate or promote illegal content, hate speech, harassment, discrimination, misinformation, or harmful activities.
• Upload Training Data that infringes any patent, trademark, trade secret, copyright, right of privacy or publicity, or other right of any other person or entity.
• Interfere with or disrupt the integrity or performance of the Service or its components.
• Attempt to gain unauthorized access to the Service or its related systems or networks.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service.
• Use the Service to build a competitive product or service.
• Impose an unreasonable or disproportionately large load on our infrastructure.
• Violate any applicable local, state, national, or international law or regulation (including Kenyan law).

Subscription Fees: Access to certain features of the Service may require payment of subscription fees ("Fees"). Applicable Fees will be disclosed to you prior to subscribing to paid features.

Billing: You agree to pay all Fees specified in your chosen subscription plan. Fees are typically billed in advance on a recurring basis (e.g., monthly or annually). We use a third-party payment processor, Paystack, to handle payments.

Payment Information: You must provide current, complete, and accurate payment and billing information.

Taxes: Fees are exclusive of applicable taxes (like VAT in Kenya), duties, or levies, which you are responsible for paying.

Changes in Fees: We reserve the right to change the Fees upon 14 days' notice, which may be provided via email or posting on the Service.

Refunds: Refunds are handled as set out in our Refund Policy.

Heyllo IP: The Service and its original content (excluding User Training Data), features, functionality, software, algorithms, designs, text, graphics, logos, and underlying technology are and will remain the exclusive property of Heyllo and its licensors. The Service is protected by copyright, trademark, and other laws of Kenya and foreign countries.

User Training Data: As stated in Section 4, you retain ownership of your Training Data.

Feedback: If you provide us with any feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use such Feedback for any purpose without any obligation or compensation to you.

Embedding: When you embed a Custom Chatbot on a third-party website or application, you are responsible for ensuring that your use complies with the terms and conditions and privacy policies of that third-party platform. You must also provide adequate notice to end-users about the use of the chatbot and data collection, consistent with applicable privacy laws.

Third-Party Links/Integrations: The Service may contain links to third-party websites or services, or integrate with third-party APIs (including potentially underlying AI models), that are not owned or controlled by Heyllo. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

Your use of the Service is also governed by our Privacy Policy, which is incorporated herein by reference. Please review our Privacy Policy carefully to understand how we collect, use, and disclose information.

Term: These Terms commence on the date you first use the Service and continue until terminated by either you or us.

Termination by You: You may terminate these Terms at any time by closing your account and ceasing all use of the Service.

Termination by Heyllo: We may suspend or terminate your account and access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

Effect of Termination: Upon termination, your right to use the Service will immediately cease. We may delete your account information and Training Data upon termination, subject to our data retention practices outlined in the Privacy Policy. Sections concerning ownership, disclaimers, limitations of liability, indemnification, governing law, and miscellaneous provisions shall survive termination.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HEYLLO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT THE SERVICE OR THE OUTPUT GENERATED BY CUSTOM CHATBOTS WILL BE ACCURATE, RELIABLE, COMPLETE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICE AND ANY RELIANCE ON THE OUTPUT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING KENYAN LAW), IN NO EVENT SHALL HEYLLO, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF HEYLLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (III) ANY CONTENT (INCLUDING TRAINING DATA AND OUTPUT) OBTAINED FROM OR USED VIA THE SERVICE; (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL HEYLLO'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO HEYLLO FOR THE USE OF THE SERVICE IN THE SIX(6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless Heyllo and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content (including Training Data) posted on or used via the Service, including any claim that your Training Data infringes or violates third party rights or applicable laws.

Governing Law: These Terms shall be governed and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law provisions.

Dispute Resolution: You agree to first attempt to resolve any dispute informally by contacting Heyllo. If the dispute is not resolved within 90 days, you agree that any legal suit, action, or proceeding arising out of or related to these Terms or the Service shall be instituted exclusively in the courts of Kenya located in Nairobi. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 14 days' notice prior to any new terms taking effect, via email or by posting a notice on the Service. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Entire Agreement: These Terms and our Privacy Policy constitute the entire agreement between you and Heyllo regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service.

Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Heyllo's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Severability: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

If you have any questions about these Terms, please contact us:

• By email: [email protected]
• By visiting this page on our website: https://heyllo.co/
• By mail: [email protected]