This Agreement governs Customer’s access to and use of Molin AI’s software-as-a-service platform, AI Agent functionality, APIs, integrations, and related services (collectively, the “Services”). Customer may purchase subscriptions or additional services under separate ordering documents, online checkouts, or other mutually agreed terms (“Order Forms”). This Agreement, together with any applicable Order Form, forms the complete contract governing the Services.
The “Effective Date” is the earlier of (a) the date Customer first accesses any part of the Services (including via online trial, provisioning, or registration), or (b) the effective date of the first Order Form referencing this Agreement. AI-Specific Terms and Important Disclosures
Customer acknowledges that Molin AI’s Services include artificial intelligence and machine-learning functionality, including integrations with third-party large language model (“LLM”) providers. Use of these features is subject to this Agreement, the Documentation, the Privacy Policy, and, where Customer Personal Data is processed, the Data Processing Addendum (“DPA”).
Certain AI features may involve the transmission of Customer inputs to LLM providers to generate Outputs. These providers act as Sub-processors under the DPA, and are contractually prohibited from using Customer Personal Data to train their models. Customer remains responsible for reviewing and validating AI-generated Outputs before relying on them. End-User Molin Account
End Users may optionally create a Molin Account, enabling them to store preferences, maintain persistent interaction history, and be recognized across Customer websites or applications that use Molin AI. Customer acknowledges that Molin Account data is distinct from Customer Data and cannot be accessed by Customer except as enabled by the Services. Modifications to this Agreement
Molin AI may update these Terms from time to time. Unless a different effective date is stated, updates become effective as soon as they are posted or communicated to Customer. Molin AI will provide reasonable notice of any material updates through the Service, by email to Customer administrators, or by other appropriate means.
If an update materially and adversely affects the Customer, the Customer may terminate the affected Order Form by providing written notice before the effective date. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. Acceptance of Terms
BY ACCESSING OR USING THE SERVICES, OR BY INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES. THIS AGREEMENT IS LEGALLY BINDING.
1. Definitions
For purposes of this Agreement, the following terms have the meanings set forth below. Additional terms may be defined elsewhere in this Agreement. In the event of conflict between this Agreement and the DPA with respect to Customer Personal Data, the DPA prevails. “Affiliate” - means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity. “AI Agent” - a conversational, automated, or workflow-driven agent created or configured by Customer using the Services, which may use machine learning, natural language processing, or large language models to generate responses or perform actions based on Customer-provided instructions, configurations, and data. “Applicable Law” - all laws, regulations, and rules applicable to a party’s performance or use of the Services, including privacy, data protection, consumer protection laws, and, where applicable, AI-specific regulations. “Beta Offerings” - services or features identified as alpha, beta, early access, preview, pilot, experimental, or by a similar designation. Beta Offerings may be provided for evaluation purposes only, may be subject to additional terms, and are provided “as is”, without warranty or support. “Channel Provider” - a third-party messaging, telecom, or communication service provider used to route or deliver messages or calls (e.g., WhatsApp/Meta, SMS and telephony carriers, email providers, or similar platforms). “Confidential Information” - non-public information disclosed by one party to the other that is designated as confidential or should reasonably be considered confidential under the circumstances. “Contractor” - any independent contractor, consultant, or similar individual engaged by a party who is authorized to access the Services or a party’s Confidential Information in connection with this Agreement. “Customer Data” - all data, content, or materials submitted, stored, transmitted, or otherwise processed by or on behalf of Customer through the Services, including End User messages and interactions with Customer’s AI Agents. Customer Data includes Customer Personal Data as defined in the DPA. “Customer Personal Data” - personal data contained within Customer Data that is processed by Molin AI as a Processor on behalf of Customer in accordance with the DPA. “Customer Properties” - websites, applications, systems, CRMs, or other properties owned or controlled by Customer and integrated with or connected to the Services. “Dashboard” - means Molin AI’s user interface for accessing and administering the Services that Customer may access via the web or the Molin Apps. “Documentation” - the technical and functional documentation made available by Molin AI at https://docs.molin.ai or otherwise provided to Customer. “DPA” or „Data Processing Addendum” - the Molin AI Data Processing Addendum governing Molin AI’s processing of Customer Personal Data, available at https://docs.molin.ai/legal/data-processing-addendum, which forms part of this Agreement where applicable. “Effective Date” - the date determined in the introductory section of this Agreement. “End User” - an individual who interacts with Customer’s AI Agent, engages with Customer Properties where the Services are embedded, or otherwise uses communication channels connected to the Services. “Feedback” - any suggestions, ideas, improvements, or recommendations provided by Customer or its users relating to the Services. “Input” - prompts, queries, messages, context, documents, instructions, data, or other information submitted into or processed by the Services by Customer or End Users. “Intellectual Property Rights” include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country or other jurisdiction. “LLM Provider” or “AI Model Provider” - a third-party provider of machine learning models, large language models, or generative AI capabilities that Molin AI may use as a Sub-processor to generate Outputs. “Molin Account” - an optional end-user account offered by Molin AI that allows an End User to store preferences, maintain persistent interaction history, and to be recognized across Customer Properties using the Services. “Molin Code” - means certain JavaScript code, software development kits (SDKs), application programming interfaces (APIs), other code or libraries provided by Molin for deployment on Customer Properties. “Molin Integrations” means any integrations and applications created or developed by Molin AI that enable interoperability between the Services and Third-Party Platforms, Customer systems, communication channels, CRMs, or other tools.. “Order Form” - means a written or electronic form referencing this Agreement that is used to order the Services, including, without limitation, an online registration or payment process completed through Molin AI’s website. The Order Form may contain details about your order, the applicable service plan, contracted usage quantity (e.g., seats or other usage quantity metric identified in the Order Form) and Subscription Term. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of this Agreement. “Output” - any content, responses, messages, summaries, classifications, or other results generated by the Services, including those generated using AI or LLM providers, based on Customer Data, Customer instructions, or End User interactions. “People” (in the singular, “Person”) means Customer’s end user customers, potential end user customers, and other users of and visitors to the Customer Properties. “Permitted User” - means an employee or Contractor of Customer or its Affiliate who is authorized to access the Services under Customer’s account in accordance with this Agreement. “Sensitive Personal Information” - personal data that is considered sensitive or requires heightened protection under Applicable Law (e.g., patient, medical or other protected health information, biometric identifiers, genetic data, financial account numbers, credit, debit or other payment card data, information about children, or special categories under GDPR). “Service(s)” - the Molin AI platform and all associated products, features, AI Agent functionalities, APIs, integrations, code, automations, analytics tools, and any additional services provided or made available by Molin AI under this Agreemet, including the Dashboard, Molin Code and Molin Integrations. “Sub-processor” - any third party authorized by Molin AI to process Customer Personal Data on its behalf in accordance with the DPA. The current list is available at https://docs.molin.ai/legal/subprocessors. “Taxes” - any duties, customs fees, levies, or taxes associated with Customer’s purchase or use of the Services, excluding taxes based on Molin AI’s income. “Subscription Term” - the period during which Customer is authorized to use the Services, as specified in the applicable Order Form. “Third Party Messaging App(s)” - means a separate, stand-alone over-the-top (“OTT”) or social messaging platforms (including WhatsApp, Facebook Messenger or similar apps) that enable communication between Customer and End Users through the Services, accessible apart from the generally available Services to which Customer subscribes. A Third Party Messaging App allows Customer to integrate Customer’s Molin Integration account(s) with Customer’s Third Party Messaging App services account(s). These are a subset of Channel Providers. “Third-Party Platform(s)” means any software, software-as-a-service, data sources or other products or services not provided by Molin AI that are integrated with or otherwise accessible through the Services.2. Who we are
Molin AI is an AI product development company. Our mission is to turn businesses into 1 person operations and to empower individuals from all backgrounds to create and manage businesses. For more information about Molin AI, please visit https://molin.ai/about.3. Molin AI Services
3.1. Services Overview. Molin AI’s Services are a suite of artificial intelligence enabled customer service and sales oriented software-as-a-service solutions offered through an online platform. The Services are designed to enable Customer to manage interactions with People through the entire lifecycle of their relationship. 3.2. Provision of Services. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”). Customer will purchase and Molin AI will provide the specific Services as specified in the applicable Order Form. 3.3. Access to Services. Customer may access and use the Services solely for its own benefit (and for the benefit of People) and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including, without limitation, the usage quantity tracked). Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on Molin AI’s systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs and related credentials are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will promptly delete such user ID and otherwise terminate such Permitted User’s access to the Service. Molin AI reserves the right to suspend access to any Services or features (including, without limitation, in-app messaging and integrations with Third Party Platforms and Third Party Messaging Apps) if Customer has exceeded applicable usage limits (if any) or if Molin AI otherwise determines, in its sole discretion, that Customer is using the applicable Service in a manner that has become excessive (e.g., substantially exceeds typical use projections or exceeds usage by similar-sized customers (where customer size is defined by number of AI replies), including, but not limited to, storage and bandwidth consumption) and/or negatively impacts the operability, integrity, or security of the Service until usage is reduced to reasonable levels, as determined by Molin AI and/or such impact is resolved to Molin AI’s satisfaction. We may change usage limits at any time, in our sole discretion, without notice. 3.4. Molin Integrations. To the extent Molin AI provides Molin Integrations for use with the Services, subject to all of the terms and conditions of this Agreement (unless otherwise indicated in the specific Molin Integration), Molin AI grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the Molin Integrations internally, but only in connection with Customer’s use of the Service and otherwise in accordance with the Documentation and this Agreement. 3.5. Molin Code. The right to use the Services includes the right to deploy Molin Code on Customer Properties in order to enable messaging, calling, chat and other functionality and to collect Customer Data for use with the Services as further described herein. Subject to all of the terms and conditions of this Agreement, Molin AI grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy and implement the Molin Code in the form provided by Molin AI on Customer Properties solely to support Customer’s use of the Service and otherwise in accordance with the Documentation and this Agreement. Customer must implement Molin Code on the Customer Properties in order to enable the relevant features of the Services. Customer will implement all necessary Molin Code in strict accordance with the Documentation and other instructions provided by Molin AI. Customer acknowledges that any changes made to the Customer Properties after initial implementation of Molin Code may cause the Services to cease working or to function improperly and that Molin AI will have no responsibility for the impact of any such Customer changes. 3.6. Contractors and Affiliates. Customer may permit its employees and Contractors and its Affiliates’ employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement and any use of the Services by such Permitted Users is for the sole benefit of Customer. 3.7. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party other than the Customer Properties; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Molin AI); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services and/or on any reports or data printed from the Services (unless otherwise expressly permitted by Molin AI in advance); (f) publicly disseminate information regarding the performance of the Services; (g) or use the Services for competitive analysis purposes. 3.8. Molin APIs. If Molin AI makes access to any APIs available as part of the Services, Molin AI reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Molin AI may monitor Customer’s usage of such APIs and limit the number of calls or requests Customer may make if Molin AI believes that Customer’s usage is in breach of this Agreement or may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on Molin AI). 3.9. Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service (a “Trial Subscription”), then Customer may use the Services in accordance with the terms and conditions of this Section (and any other supplemental trial terms agreed by Customer) for a period of fourteen (14) days or such other period granted by Molin AI (the “Trial Period”). Trial Subscriptions are permitted solely for Customer’s evaluation to determine whether to purchase a paid subscription to the Services or an upgrade to a service plan. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term and may be subject to usage limits. If Customer does not enter into a paid Subscription Term prior to the expiration of the Trial Period, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period, except as otherwise set forth herein. If stated in the Order Form for a specific Service or otherwise communicated in advance by Molin AI to Customer, a paid Subscription Term will commence automatically once the Trial Period expires, and Customer will be charged for any continued use of the Services. Molin AI has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MOLIN AI WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, SERVICE LEVEL AGREEMENT (“SLA”), OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS. 3.10. Beta Offerings. Customer may choose to use Beta Offerings in its sole discretion. Use of Beta Offerings may be subject to additional terms. Molin AI, in its discretion, may offer a Beta Offering with or without charge. Molin AI reserves the right to start charging and/or modify the pricing for a Beta Offering upon prior written notice to Customer. Beta Offerings may be changed at any time without notice and may not be maintained and/or become generally available. Beta Offerings are to be used for Customer’s internal testing and evaluation purposes only. Molin AI will have no liability arising out of or in connection with Beta Offerings and disclaims any warranty, indemnity, support, SLA, or other obligations with respect to its Beta Offerings. CUSTOMER USES BETA OFFERINGS “AS IS” AND AT ITS OWN RISK. 3.11. Molin Account Features. Certain features of the Services may allow End Users to create an optional Molin Account with Molin AI in order to store preferences, maintain persistent interaction histories, or be recognized across Customer Properties where such functionality is enabled. Molin Accounts are provided by Molin AI directly to End Users and are governed by Molin AI’s then-current end-user terms and Privacy Policy.As between the parties, Molin AI is an independent Controller for data processed in connection with Molin Accounts. Customer acknowledges that: (a) Molin Accounts are not Customer’s user accounts; (b) Customer has no right to access, export, or delete Molin Account data except as expressly enabled by the Services; and (c) Customer must not require End Users to create a Molin Account in a manner that would violate applicable law or the End User’s agreement with Molin AI. 3.12 Omnichannel AI Agent and Communications Features. a) Omnichannel Functionality. Certain Services include an AI Agent capable of generating automated or assisted responses across supported communication channels, including chat, email, SMS, messaging apps, and voice calls (“Omnichannel AI Agent”). The specific channels enabled for Customer depend on Customer configuration and integrations with Third-Party Messaging Apps or telecom providers. b) Automated Communications. Customer acknowledges that the Omnichannel AI Agent may generate, send, or decline to send communications automatically based on Customer’s workflows, instructions, templates, training data, and business logic. Customer is solely responsible for (i) the configuration of such workflows, (ii) reviewing the appropriateness and legality of automated outputs, and (iii) ensuring that automated communications comply with applicable law, platform rules, and industry standards. c) Delivery and Channel Limitations. Molin AI does not guarantee the delivery, timing, or receipt of any message, call, or email sent through the Services. Delivery may depend on third-party carriers, messaging platforms, telecom networks, spam filters, rate limits, or other systems outside Molin AI’s control. Customer acknowledges that communications may be blocked, throttled, filtered, delayed, or rejected by external platforms or carriers for reasons beyond Molin AI’s control. d) Customer Responsibility for Compliance. Customer is solely responsible for ensuring that its use of the Omnichannel AI Agent complies with all applicable laws, including those governing (i) marketing and consent, (ii) automated calling and messaging, (iii) required disclosures, and (iv) telecom and messaging regulations. Customer must not use the Services to send unsolicited or unlawful communications. e) Platform Rules. Use of Third-Party Messaging Apps and telecom services is subject to the applicable provider’s terms, policies, and approval processes (including template message approvals where required). Customer is responsible for compliance with such rules. f) Voice and Call Features. Where voice call features are enabled, Customer understands that: (i) call quality and availability depend on external telecom networks; (ii) call recordings and transcripts (if enabled) are processed according to the DPA and Privacy Policy; (iii) Customer is responsible for obtaining all legally required notices and consents for recording or transcribing calls. g) Email Channel: The Service may ingest incoming emails and generate AI-assisted draft replies. Drafts are not sent automatically; Customer personnel must review and approve any outbound message. f) Live Agent Takeover: Customers may take over conversations from an AI Agent at any time. Customer is solely responsible for all human-agent communications.
4. AI
4.1 Processing by Third Party LLM Providers. When using AI Products, the Third Party LLM Provider acts as a sub-processor of personal data submitted to the AI Product, including personal data that may be contained in Inputs (defined below) or other Customer Data. All personal data processing activities will be governed by the DPA in place between Molin AI and Customer. Third Party LLM Providers process Inputs solely for the purpose of generating Outputs and are contractually prohibited from using Customer Personal Data to train their general-purpose models. 4.2 Location of Processing. If Customer elects to use an AI Product, personal data will be sent to such Third Party LLM Providers in accordance with the DPA, the Privacy Policy, and all applicable transfer mechanisms. 4.3 The Services are not intended for high-risk or safety-critical uses (e.g., medical diagnosis, clinical decision-making, credit or employment decisions, legal determinations). Customers must not configure AI Agents for such purposes unless expressly agreed in writing with Molin AI and compliant with all applicable regulations. 4.4 Inputs and Outputs. Any data, content and information (in any format) submitted to Molin AI by Customer, its Permitted Users and/or People, including, but not limited to, conversation data and queries (including any personal data contained therein) (“Inputs”) and results generated by Molin AI based on such Inputs (“Outputs”) are deemed Customer Data under the Agreement and subject to the rights, restrictions and obligations applicable thereto. Customer will only provide Input (and instruct Molin AI to generate Output) where Customer has the legal right to do so. Third parties may submit information that results in identical or similar outputs to Customer’s Outputs (“Third-Party Results”), and Customer acknowledges that it has no rights in or to any Third-Party Results.Subject to Customer’s ownership of Inputs, Customer owns the Output, and Molin AI hereby assigns to Customer any rights, title, and interest it may have in such Output, to the extent permitted by applicable law. 4.5 Accuracy. Artificial intelligence and machine learning models are probabilistic and may generate Output that is incorrect, inaccurate, incomplete, or not reflective of current events, real persons, or real facts. Molin AI continuously improves its Services, but no assurances or guarantees are made regarding the accuracy or appropriateness of any Output. 4.6 Transparency. You will ensure that: (i) People are informed that they are interacting with an AI system, (ii) Output is clearly marked as artificially generated or manipulated where required by applicable law; and (iii) Output is not falsely represented as being human-generated. Customer is solely responsible for ensuring that End Users interacting with Customer’s AI Agents are provided with all legally required notices, including disclosures that interactions may be AI-generated, as required under applicable AI regulations and the Privacy Policy. 4.7 Rights to Use. Customer permits Third Party LLM Provider to use Input and Output or other Customer Data submitted to Molin AI as necessary to provide the AI Product, comply with applicable Laws, and enforce its respective policies (as specified in section 4.8.2). Molin AI contractually restricts Third Party LLM Providers from using Customer Data for training or otherwise improving Third Party LLM Provider’s services. 4.8 Restrictions on Use. In addition to any general obligations and restrictions pertaining to Customer’s use of Services under the Agreement, Customer represents and warrants that: 4.8.1 Customer will not, nor permit others to, use the Services or any Outputs in violation of these Terms, applicable law, or any third-party terms, policies, or agreements. 4.8.2 Customer will not, nor permit others, to: (i) use Molin AI to develop any models that compete with Molin AI or Third Party LLM Provider; (ii) use any method to extract data, infer model parameters, replicate functionality, or otherwise attempt to discover underlying components of the Services or LLMs (such as model weights, architectures, algorithms), except to the extent such restrictions are contrary to applicable law; or(iii) modify or misuse the Services in a manner inconsistent with the intended use. 4.8.3 Customer is fully responsible for all use of the Services by Permitted Users and People as if such actions were performed by Customer. 4.8.4 Customer will not modify the intended purpose of the Services in a way that may cause them to be considered high-risk or prohibited systems under Applicable AI Legislation, unless expressly permitted in writing by Molin AI. 4.9 Usage Limits. Molin AI may monitor and limit or suspend Customer’s usage if Molin AI believes Customer’s usage may bypass or circumvent any rate limits (if applicable); negatively affect the security, performance, integrity or commercial viability of any Services; violate this Agreement or third party terms and policies, or otherwise imposes liability on Molin AI. 4.10 Data hosting. Customer will not use the Services to generate Output for the purpose of creating synthetic training data intended to develop or train a substantially similar or competing model or system. 4.11 Ownership of content. As between you and Molin AI, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. 4.12 When you use our Services you understand and agree: a) Outputs may be incorrect, incomplete, or inappropriate. They should not be relied upon as a sole source of truth or for decisions producing legal or significant effects. Customers are solely responsible for reviewing Outputs for accuracy and appropriateness before use. b) You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services. c) You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them. d) Outputs may be incomplete, incorrect, offensive, or otherwise inappropriate, and do not represent Molin AI’s views. References to third-party products or services do not imply endorsement or affiliation. 4.13 Human Access in Customer Workflows. Certain features of the Services (such as reviewing AI-generated email drafts or live chat takeover) are designed to enable Customer personnel to manually view or handle communications. Such manual review is performed solely by Customer and its authorized users.
Molin AI may permit limited human access to Customer Personal Data solely where necessary to: (i) provide support requested by Customer, (ii) maintain, secure, or improve the Services, (iii) detect or address service errors, incidents, misuse, or abuse, or (iv) comply with legal obligations. All such access is restricted to authorized personnel, logged, and subject to confidentiality and security controls. 4.14. AI Act Compliance. Customer is solely responsible for determining the classification of its use of the Services under the EU Artificial Intelligence Act (e.g., prohibited, high-risk, limited-risk or minimal-risk). Where Customer deploys AI systems built using the Services, Customer acts as the “deployer” under the AI Act and is responsible for meeting deployer obligations (including human oversight, accuracy monitoring, risk controls and user transparency). Molin AI will provide, upon reasonable request, documentation describing the architecture, intended purpose and relevant safety features of Molin AI-provided AI models and components, to the extent necessary for Customer to meet its obligations.
Nothing in this Agreement requires Molin AI to support or enable prohibited AI uses or high-risk deployments unless separately agreed in writing.
5. Customer Data and Customer Obligations
5.1. Data Processing by Molin AI. All data processing activities carried out as part of the Services will be governed by the Data Processing Addendum (“DPA”), which is incorporated by reference into this Agreement. When Molin AI processes Customer Personal Data as a Processor, Molin AI will comply with the DPA. When Molin AI processes data as a Controller (including in relation to optional Molin Accounts), such processing will be governed by the Privacy Policy. 5.2. Rights in Customer Data. As between the parties, Customer will retain all of Customer’s Intellectual Property Rights in and to the Customer Data provided to Molin AI. Subject to the terms of this Agreement, Customer hereby grants to Molin AI a non-exclusive, worldwide, royalty-free right to access, use, transmit, and display Customer Data in order to provide, maintain, support, secure, and operate the Services for Customer. This right also includes the use of Customer Data as necessary for: generating Outputs, providing AI functionality,performing safety, security, and abuse prevention activities, and complying with Applicable Law. 5.3. Storage of Customer Data. Molin AI does not provide an archiving service. Retention and deletion of Customer Personal Data are governed exclusively by the DPA. Molin AI may delete Customer Data in accordance with the DPA’s retention schedule and does not guarantee storage beyond the applicable Subscription Term. 5.4. Anonymized Data. Notwithstanding anything to the contrary herein, Customer agrees that Molin AI may use: certain technical, usage, and performance data about Customers and People’s use of the Services; and/or Customer Data that has been anonymized so that it no longer contains personal data of People (“Anonymized Data”) to analyze, improve, support and operate the Services during and after the term of this Agreement, and Customer agrees that Molin AI is permitted to anonymize Customer Data for these purposes, provided such anonymization complies with the DPA and Applicable Law.. 5.5. Customer Obligations
a) In General. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Molin AI that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting Molin AI the rights under Section 5.2) and that no Customer Data will violate or infringe: (i) any third party Intellectual Property Rights or, publicity, privacy, or other rights, (ii) any Applicable Law, or (iii) any terms of service, privacy or other policies and/or any other agreements governing the Customer Properties or Customer’s accounts with any Third-Party Platforms or Third-Party Messaging Apps. Customer is fully responsible for any Customer Data submitted to the Services by any Person or Permitted User as if submitted by Customer. b) No Sensitive Personal Information. Except as otherwise expressly agreed between the Parties in writing, Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that Molin AI is not a payment card processor and that the Services are not PCI DSS compliant, and Molin AI has no obligations with respect to any Sensitive Personal Information submitted to the Services outside the scope of an applicable written agreement. Customer remains solely responsible for any Sensitive Personal Information submitted to the Services. c) Compliance with Laws. Customer agrees to comply with all Applicable Laws in its use of the Services. Without limiting the foregoing, Customer will not use the Services to engage in unsolicited advertising, marketing, or other activities that violate anti-spam, telecom, or privacy laws. d) Disclosures on Customer Properties. Customer acknowledges that the Molin Code causes a unique cookie ID to be associated with each Person who accesses the Customer Properties, which cookie ID enables Molin AI to provide the Services. Customer will include on each Customer Property a link to a privacy policy that discloses the use of Molin Code and any third-party tracking technology, explains - as required by applicable Laws – what data is collected and for what purposes, and describes how such data may be shared with third parties, including Molin AI and Channel Providers. Customer is responsible for obtaining all legally required consents for storing or accessing information on People’s devices (e.g., cookies or similar technologies), for collecting Customer Data, and for enabling AI Agent interactions. As between the parties, Customer bears sole responsibility for compliance with consent and notice requirements. 5.6. Indemnification by Customer. Customer will indemnify, defend and hold harmless Molin AI from and against any and all third party (including, without limitation, People) claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or relating to any Customer Data, Customer’s use of a Third Party Messaging App, Third-Party Platform or breach or alleged breach by Customer of Section 5.5 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (in sufficient time to avoid prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Molin AI at Customer’s expense. Molin AI may participate in the defense using its own counsel at its own expense. Customer may not settle any claim without Molin AI’s prior written consent unless the settlement fully releases Molin AI and imposes no financial or legal obligations on Molin AI.
6. Security
Molin AI agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access to or use of the Services. Such measures are further described in the DPA and Privacy Policy and may include encryption, access controls, monitoring, and other industry-standard protections.However, Molin AI will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond Molin AI’s reasonable control, and Customer is responsible for maintaining the security of its own systems, credentials, Customer Properties, and accounts used to access the Services. Customer must promptly notify Molin AI of any suspected unauthorized access or security incident relating to the Services.
7. Third-Party Platforms and Third Party Messaging Apps
7.1. Integration with Third Party Platforms. The Services may support integrations with certain Third-Party Platforms. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes Molin AI to access Customer’s accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that Molin AI has no responsibility or liability for any Third-Party Platform, including, without limitation, any beta releases or pre-release features of a Third-Party Platform, or how a Third-Party Platform uses or processes Customer Data after it is exported to such Third-Party Platform. Molin AI does not guarantee that the Services will maintain integrations with any Third-Party Platform, and Molin AI may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this Agreement governs Customer’s use of and access to the Services, even if accessed through an integration with a Third-Party Platform. 7.2. Third Party Messaging Apps. Customer represents and warrants that Customer has agreed to the terms of service associated with any Third Party Messaging App(s) and has created, or has authorized Molin AI to create on Customer’s behalf, a Third Party Messaging App account in accordance with such terms and conditions, which govern Customer’s use of such Third Party Messaging App account. The Third-Party Messaging App provider is solely responsible for its own network, functionality, clients, and APIs, and Molin AI will have no liability arising from any act or omission of a Third-Party Messaging App provider.Customer is responsible for ensuring that its use of Third-Party Messaging Apps complies with applicable laws, user notice requirements, telecom/messaging rules, and the policies of such messaging providers.
8. Ownership
8.1. Molin Technology. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement, no ownership rights are being conveyed to Customer under this Agreement. Molin AI and its suppliers retain all right, title, and interest (including all Intellectual Property Rights) in and to the Services, Documentation, Molin Code, Molin Integrations, and all related and underlying technology, software, tools, algorithms, models, data structures, user interfaces, and any modifications, derivative works, improvements, or enhancements of any of the foregoing, including any Feedback (“Molin Technology”). Except as expressly provided in this Agreement, no rights in Molin Technology are granted to Customer. 8.2. Feedback. Customer, from time to time, may submit Feedback to Molin AI. Molin AI may freely use or exploit Feedback in connection with the Services and Molin Technology. Customer hereby grants to Molin AI a perpetual, non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose and otherwise commercially exploit the Feedback. Customer waives any claim based on Molin AI’s use of Feedback.9. Subscription Term, Fees & Payment
9.1. Subscription Term and Renewals. a) Monthly or Annual Subscription Term. For a month-to-month or year-to-year subscription, the Subscription Term will automatically renew on a monthly or annual basis. Each successive contract month or year will be considered a “renewal term.” Customer may cancel a subscription at any time by going to the “Settings” page in the Dashboard, and the effective termination date will be the last day of the then-current renewal term. Customer remains responsible for all fees incurred up to such date. b) Multi-Year Subscription Term. For a multi-year subscription, the initial Subscription Term is set forth in the Order Form. The Subscription Term will automatically renew for additional, successive twelve month periods (each, a “renewal term”), unless either party gives the other written notice of intent not to renew at least thirty (30) days prior to expiration of the initial Subscription Term or then-current renewal term. Customer will send written notice of intent not to renew to [email protected]. Molin AI may update pricing for any renewal term. Updated pricing will apply at the start of the renewal term unless otherwise specified in the Order Form. 9.2. Fees and Payment. All fees are as set forth in the applicable Order Form and/or on the Pricing Page available at https://molin.ai/pricing, each of which is incorporated into this Agreement by reference. Customer agrees to pay all fees when due and in accordance with the payment terms set forth herein or in the applicable Order Form. Unless otherwise specified in an Order Form, all invoices are payable within thirty (30) days of issuance. Depending on the Service plan selected by Customer and as stated on the Pricing Page or in the applicable Order Form, the Services may be billed: (a) on a subscription basis, (b) on a credit-based model (“Credits”), or (c) a combination of both. Where a specific pricing model applies, the applicable Order Form and Pricing Page will control. Molin AI may update pricing, Credit consumption rates, package details, or subscription fees at any time, provided that such changes will not apply during Customer’s then-current Subscription Term unless: (i) Customer elects to modify its Services, or (ii) required due to legal or regulatory changes. If a pricing modification materially and adversely affects Customer, Customer may terminate the Agreement by providing notice prior to the effective date of the change. a) Subscription-Based Fees. If Customer is on a subscription model, recurring subscription fees, add-ons, seat fees, usage-based channel fees, and any other contracted recurring components will be billed in advance of each billing period. Adjustments to contracted usage quantities will be prorated as specified in the applicable Order Form. b) Credit Purchases. If Customer is on a Credit-based plan, Customer may purchase Credits as described on the Pricing Page or in the applicable Order Form. Credits may be redeemed for the designated Services at the consumption rates published on the Pricing Page. Credits activate upon purchase and are non-refundable except as required by law or explicitly stated in the Order Form. c) Credit Consumption. When Customer is on a credit-based plan, each Service or feature consumes Credits based on the consumption rates listed on the Pricing Page. Consumption is calculated based on actual usage. d) Insufficient Credits and Overage. If Customer’s Credit balance becomes insufficient, Customer may purchase additional Credits. Molin AI may suspend certain features until sufficient Credits are available. If expressly authorized in the Order Form, overage usage may be billed automatically at the then-current rates. e) Changes to Contracted Packages. When Customer changes its subscription plan or committed Credit quantity, the change becomes effective immediately, and any applicable fees or Credits are prorated. f) Add-Ons and One-Time Services. Customer may purchase add-ons or one-time services at the pricing set forth on the Pricing Page or in the applicable Order Form. Add-ons may be subject to recurring subscription fees, Credit consumption, or both. g) Renewal Pricing. Upon renewal of a Subscription Term, updated subscription fees, Credit pricing, consumption rates, or package details on the Pricing Page will apply unless otherwise stated in the Order Form. h) Invoicing for Additional Usage. Any usage, Credit overage, add-on consumption, or non-Credit-based charges not covered by Customer’s existing balance or plan will be invoiced after the month in which they occur or immediately upon depletion of Credits. i) Taxes. Except as expressly set forth in this Agreement, all fees are non-refundable. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. Molin AI will invoice Customer for Taxes as well as any legally required fees arising from Customer’s use of Services if Molin AI believes it has a legal obligation to do so, and Customer will pay such Taxes and fees if invoiced. If Customer is required by Law to withhold any Taxes from Customer’s payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Molin AI receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. 9.3. Payment Via Recurring Payment Method. If you are purchasing the Services via credit card, debit card or any other recurring payment method accepted by Molin AI (“Recurring Payment Method”), the following terms apply: a. Recurring Billing Authorization. By providing Recurring Payment Method information and agreeing to purchase any Services, Customer hereby authorizes Molin AI (or its designee) to automatically charge Customer’s Recurring Payment Method on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s usage of the Services and may include adjustments to monthly subscription fee, upgrade fees, one-time service fees, additional usage charges, taxes and other fees as described above. b. Foreign Transaction Fees. Customer acknowledges that for certain Recurring Payment Methods, the provider/issuer may charge a foreign transaction fee or other charges. Customer is responsible for such fees. c. Invalid Payment. If a payment is not successfully settled due to expiration of a Recurring Payment Method, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Molin AI and Molin AI may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) retry the Recurring Payment Method after Customer updates the information or (iii) terminate this Agreement or suspend access to the Services. d. Changing Recurring Payment Method Information. At any time, Customer may change its Recurring Payment Method information by entering updated information via the “Settings” page on the Dashboard. e. Payment of Outstanding Fees. Upon any termination or expiration of the subscription, Molin AI will charge Customer’s Recurring Payment Method (or invoice Customer directly) for any outstanding fees for Customer’s use of the Services during the Subscription Term, after which payment, Molin AI will not charge Customer’s Recurring Payment Method for any additional fees. 9.4. Suspension of Service. If Customer’s account is overdue, Molin AI may, without liability and in addition to its other rights or remedies, suspend Customer’s access to the applicable Service until all overdue amounts are paid in full.Molin AI may also suspend access to the Services without liability if Customer’s use of the Services violates this Agreement, poses a security or operational risk, or results in excessive or abnormal usage affecting the Services’ stability or performance.
10. Term and Termination
10.1. Term. This Agreement is effective as of the Effective Date and expires on the date of the last to expire Subscription Term under any Order Form, unless earlier terminated as set forth herein. 10.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and remains undismissed for sixty (60) days. 10.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease all use of, and access to, the Services (including any related Molin Technology). Customer will delete or, at Molin AI’s request, return all copies of the Documentation, Molin AI passwords or access credentials, and any other Molin AI Confidential Information in its possession. Customer acknowledges that it will have no further access to any Customer Data after termination and that Molin AI may delete Customer Data stored in the Services at any time thereafter, subject to obligations in the DPA and Applicable Law.Except where an exclusive remedy is specified, the exercise of any remedy under this Agreement (including termination) will be without prejudice to any other remedies available to the parties. 10.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 3.7 (General Restrictions), 3.9 (Trial Subscriptions), 3.10 (Beta Offerings), 5.3 (Storage of Customer Data), 5.4 (Anonymized Data), 5.6 (Indemnification by Customer), 8 (Ownership), 9.2 (Fees and Payment), 9.3 (Payment Via Recurring Payment Method), 10.3 (Effect of Termination), 10.4 (Survival), 11.2 (Warranty Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 16 (Confidential Information) and 18 (General Terms). Sections in the Privacy Policy and DPA that by their nature should survive termination will also continue in full force.