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These terms govern your access to and use of afka, our managed AI agent platform, together with our website, apps, and channels. Please read them carefully. By using afka, you agree to these terms.
Where a signed Order Form exists, these Terms supply everything that Order Form does not expressly address.
These Terms of Service (the “Terms”) are entered into between Afka, Inc., a Delaware corporation with its registered mailing address at 2810 N Church St STE 89857, Wilmington, DE 19802, United States (“afka”, “we”, “us” or “our”), and the legal entity that accepts these Terms or that is identified as the customer on an Order Form (“Customer” or “you”). afka and Customer are each a “Party” and together the “Parties”.
You accept these Terms by clicking to accept them, by executing an Order Form that references them, by creating a Workspace, or by accessing or using the Service. If you accept these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity, and “Customer” means that entity. If you do not have that authority, or if you do not agree to these Terms, you must not accept them and must not use the Service.
Customer acknowledges that electronic acceptance of these Terms constitutes a legally binding electronic signature, has the same force and effect as a handwritten signature, and manifests assent to the Agreement. Customer waives any objection to the enforceability of the Agreement on the ground that it was formed electronically, and agrees that records of acceptance maintained by afka in the ordinary course are admissible evidence of that acceptance.
Customer represents and warrants that it is entering into the Agreement and procuring the Service solely in connection with its trade, business, profession or other professional activity. The Service is offered for business-to-business use only and is not intended for consumers. To the extent permitted by applicable law, statutory protections granted to consumers do not apply to the Agreement. If you are a consumer, or if you would use the Service outside the scope of a business or professional activity, you must not register through the standard signup flow. Please write to support@afka.ai to discuss whether bespoke terms are available.
The “Agreement” consists of: these Terms; any Order Form executed by the Parties; the pricing information published on the afka pricing page as it applies to Customer; the Privacy Policy; the Data Processing Agreement (the “DPA”); the measures published or referenced on the Security page; and any addendum the Parties execute in writing. Each of those documents forms part of, and is incorporated by reference into, the Agreement.
If there is a conflict between the documents that make up the Agreement, the following order of precedence applies:
No purchase order, vendor onboarding form, supplier portal terms, or other Customer document has any contractual effect, and any additional or conflicting terms in such a document are expressly rejected, even if afka signs, acknowledges or returns it.
Capitalised terms used in the Agreement have the meanings given below, or the meanings given where they are first defined in the body of these Terms.
“Agent” means a configurable AI colleague made available through the Service, which receives work, plans it, performs permitted actions in Connected Accounts and reports on what it did, in each case subject to the autonomy settings and approval rules Customer configures.
“Agreement” has the meaning given in Section 1.5.
“Always-Gated Action” means an action falling within a category or action type that the Service treats as requiring approval by a named human being before execution, whatever autonomy level Customer has configured, as described in Section 5.4.
“Authorized User” means an individual whom Customer permits to access or use the Service under Customer’s Workspace, including employees, contractors and agents of Customer and of its Affiliates, and any individual to whom Customer issues or discloses credentials or an API key.
“Affiliate” means an entity that controls, is controlled by, or is under common control with a Party, where control means ownership of more than fifty percent (50%) of the voting interests.
“Connected Account” means a third-party account, workspace, tenant, mailbox, calendar, channel, application or other system that Customer or an Authorized User connects to the Service so that the Service may read from it or act in it, including accounts connected through a connector platform engaged by afka and listed as a sub-processor.
“Content” means any text, document, file, message, transcript, image, code, configuration, instruction or other material transmitted to, stored in, generated by or processed through the Service.
“Credits” means the unit of account by which the Service meters consumption, as described in Section 10.
“Customer Data” means data, Content, prompts, instructions, configurations, approval settings and other inputs submitted to or processed by the Service by or on behalf of Customer or its Authorized Users, including Outputs and including Content retrieved from Connected Accounts. Customer Data does not include Aggregated Data.
“Documentation” means the product documentation, help content, in-product guidance and technical materials afka makes generally available for the Service, as updated from time to time.
“Order Form” means an ordering document, quote or statement of work executed by the Parties that references these Terms. For the avoidance of doubt, Customer’s confirmation of an order through the online checkout or plan-selection flow operated by afka constitutes an Order Form for all purposes of the Agreement.
“Outputs” means content, plans, drafts, decisions, recommendations, suggestions and actions generated or proposed by the AI components of the Service in response to Customer Data, prompts or configured workflows.
“Pre-Authorized Action” means an action that Customer has, through its configuration of autonomy levels, permission scopes, spend caps or approval rules in the Service, authorized the Service to execute without per-action approval. A Pre-Authorized Action never includes an Always-Gated Action.
“Regulated Data” has the meaning given in Section 9.1.
“Service” means the afka platform, including the web application at app.afka.ai, the Agents, the channels described in Section 4, the meeting functionality described in Section 7, the public API, the audit log, and the Documentation, in each case as afka makes them generally available and as updated from time to time.
“Subscription Term” means the initial term of Customer’s subscription and each renewal term, as determined under Section 21.
“Workspace” means the tenant within the Service in which Customer’s Agents, Connected Accounts, Authorized Users, configurations and Customer Data reside, and which is isolated from other tenants.
References to a Section are references to a section of these Terms. Headings are for convenience only. The words “including” and “includes” are not words of limitation.
To use the Service, Customer must be a legal entity or a sole trader acting in a business capacity, must be capable of forming a binding contract, and must not be barred from receiving the Service under the laws of the United States or any other applicable jurisdiction. Each individual who accesses the Service must be at least sixteen (16) years of age and must be an Authorized User.
Customer shall provide accurate, current and complete registration, billing and contact information, and shall keep it current. afka may refuse registration, or refuse to create or continue a Workspace, in its reasonable discretion.
Each Workspace has an owner and may have administrators. Certain settings, including loosening the autonomy level of an Agent, are reserved to the Workspace owner. Customer is responsible for designating the correct individuals, for reviewing those designations when personnel change, and for the consequences of any designation it makes or fails to revoke.
Customer is responsible for maintaining the confidentiality of all credentials, tokens and API keys issued for its Workspace, and for all activity that occurs under them, whether or not that activity was authorized by Customer. An API key secret is displayed once at creation and is stored by afka only in hashed form, so afka cannot recover it for Customer; a lost key must be rotated. Customer shall notify afka promptly at support@afka.ai on becoming aware of any unauthorized access to or use of the Service.
Customer is responsible for its Authorized Users, for their compliance with the Agreement, and for all acts and omissions of its Authorized Users as though they were Customer’s own. Customer shall ensure that access is promptly removed when an individual ceases to be an Authorized User. afka does not currently provide automated directory-driven deprovisioning, and Customer must not rely on any such mechanism.
Where Customer’s plan includes single sign-on, single sign-on is bound to a company domain that Customer has verified, and enforcement of single sign-on for that domain is a setting Customer chooses to enable. Customer remains responsible for the configuration of its identity provider and for the accuracy of the assertions it issues.
afka provides AI colleagues that receive work in a chat channel or other supported surface, plan that work, perform permitted actions in Customer’s Connected Accounts, and report back. Each Agent has an autonomy level chosen by Customer, and every action an Agent takes is written to an append-only audit log within Customer’s Workspace.
Subject to Customer’s plan and configuration, the Service may be used through the following channels: Slack, Microsoft Teams, Google Chat, Zoom Team Chat, Discord, ClickUp, the afka web application, email, and the public API. Each channel is bound to a Workspace separately and requires its own authorization. Channel availability may change, and afka may add, modify or withdraw channels; a change to any individual channel is not a discontinuation of the Service for the purposes of Section 21.6.
The Service can join scheduled calls as a participant in order to produce transcripts and follow-up work. Meeting functionality is subject to Section 7.
afka makes a public API available. Access is authenticated with an afka API key whose scopes are re-derived from the live permissions of the Authorized User who created it at each authentication. Customer shall use the API in accordance with the Documentation and shall respect published rate limits and any limits communicated in-product. afka may version, deprecate or change the API on reasonable notice through the Documentation or in-product notification.
Unless an Order Form says otherwise, the Service does not include bespoke development, professional services, data migration, integration engineering, managed operation of Customer’s Agents, or any obligation to build a feature, connector, channel or model integration that Customer requests.
The Service uses artificial intelligence models to generate Outputs and to plan and perform actions. AI Outputs are probabilistic. They may be inaccurate, incomplete, out of date, biased, internally inconsistent, or otherwise unsuitable for Customer’s intended use, and they may be wrong in ways that are not obvious on their face. Customer acknowledges that AI Outputs are not a substitute for human judgement or for professional advice, including legal, medical, financial, tax, employment or other regulated advice. Customer is solely responsible for reviewing Outputs before using, relying on, publishing, transmitting or acting on them. afka does not warrant the accuracy, completeness, business suitability or legal compliance of any Output, and specifically disclaims any representation or warranty as to the commercial success, profitability or business outcome of Customer’s use of the Service.
Each Agent has an autonomy level, which Customer sets and may change. The levels are:
Ordinary work that carries no risk classification, such as reading, researching, drafting and updating the Agent’s own internal state, does not ask for approval at any level. Actions that carry a risk classification, including actions that move money, send communications outside the Workspace, create or alter records in Connected Accounts, or change account settings, are governed by the level Customer has set. Customer configures the autonomy level, and loosening it is reserved to the Workspace owner. Customer is responsible for reviewing the defaults the Service applies when an Agent or a Connected Account is first configured, and for adjusting them to match Customer’s own risk tolerance. Changes to autonomy settings apply prospectively only and do not affect actions already executed or already in progress.
afka executes Pre-Authorized Actions in reliance on Customer’s configuration. Customer acknowledges that its configuration is an instruction to the Service, that the Service will act on that instruction without further reference to Customer, and that Customer is responsible for keeping the configuration under periodic review, in particular after a change of personnel, a change of Connected Account, or a change in the scope of work Customer gives to an Agent.
A limited set of action categories cannot be released to full autonomy, whatever the dial is set to. Money leaving Customer’s account, and decisions that do a person irreversible harm, always ask a named human being first. Those categories currently include refunds, payments, payouts, credits and discounts issued to third parties, spending money, hosted checkout and payment capture, subscription and plan changes, cancellations, changes to accounts, offboarding actions, and decisions classified as adverse to an individual, including recruiting and offer decisions.
An Always-Gated Action is not blocked outright and is not silently executed. The Service applies a floor: the action is forced to the Review level, so a named Authorized User must approve it in the Service before it runs, and the identity of that approver, the action and its target are written to the audit log. If nobody approves it, it does not run. Pending approvals expire after a time-to-live and, on expiry, the action is not executed.
afka may add categories to this set, and may change how a category is defined, in order to make the Service safer. afka will not narrow the set in a way that materially reduces Customer’s protection without notice under Section 29. Spend caps are applied cumulatively across an action that the Service breaks into steps, so that decomposition cannot be used to pass under a cap.
Where the Service cannot confidently classify an action, it treats the action as gated and asks for approval. Customer acknowledges that this behaviour may cause an Agent to stop and ask in circumstances where Customer would have preferred it to proceed, and that such a stop is correct operation of the Service and not a defect.
Customer accepts the consequences of actions executed by the Service within the permissions, autonomy levels, spend caps and approval rules Customer has configured, and of actions approved by an Authorized User, except to the extent those consequences are caused by afka’s gross negligence or wilful misconduct. afka does not guarantee that any particular action will be executed correctly, at the intended time, against the intended target, or with the intended business outcome.
Customer acknowledges that AI-driven autonomous operation involves inherent uncertainty. Customer remains the operator of its own business processes and bears final responsibility for all business decisions and actions executed through the Service. The Service is a tool that Customer directs; it is not a delegate of Customer’s legal or regulatory obligations, and using it does not transfer any of those obligations to afka.
Every action an Agent takes is written to an append-only audit log in Customer’s Workspace, recording the actor, the action, the target, the time, the run, any approval reference and the Credits consumed. The audit log cannot be altered or deleted, including by afka. Authorized Users with the export capability may export the audit log in CSV and in NDJSON for ingestion into a security information and event management system, and the export itself is recorded in the log. The audit log is not cryptographically signed or notarised, and Customer must not represent it to a third party as tamper-proof. Any running Agent can be stopped from the app.
Customer acknowledges that AI-generated Outputs may, in rare cases, contain content that resembles, reproduces or derives from third-party content, including material that may be protected by copyright or other rights, even where afka and its AI providers have taken commercially reasonable measures to reduce that risk. Customer is solely responsible for reviewing Outputs for potential intellectual property, defamation, privacy, publicity, confidentiality or other third-party rights issues before using or distributing them. afka’s intellectual property indemnity in Section 24.1 does not extend to any claim arising from Outputs, including a claim that an Output incidentally reproduces third-party material.
For each Connected Account, Customer represents and warrants that:
Connections operate on a Workspace-shared basis. Once a Connected Account is authorized, Authorized Users with appropriate access in the Service may direct an Agent to use it, and actions executed through that connection use the permissions of the account that authorized the connection. Customer is solely responsible for choosing which account authorizes each connection, having regard to the permissions that account holds in the third-party platform; for configuring Workspace membership, roles and approval rules to reflect the access controls Customer intends; and for reviewing those choices periodically. Customer should not authorize a connection with an account whose permissions exceed the work the Agent is meant to do.
Customer acknowledges and agrees that, where the Service delivers into ClickUp, it does so using the token of the Workspace member who linked the ClickUp connection, and content posted by the Service therefore appears in ClickUp under that member’s own name rather than under a distinct application identity. Customer shall inform the linking member and any other affected individuals of this behaviour before connecting ClickUp.
For connections managed through a connector platform engaged by afka and identified in the sub-processor list published in the Privacy Policy, the underlying authorization grant is held by that connector platform, and afka holds a reference to the connection. The models used by the Service do not receive Customer credentials: tokens are injected by a backend gateway at the moment of execution.
Customer may disconnect a Connected Account at any time. Disconnection revokes the connection at the connector platform, immediately stops afka from collecting new data from that account, pauses scheduled work routed through it, and is recorded in the audit log. Disconnection does not by itself delete Customer Data previously collected through that connection, does not undo actions already executed in the third-party platform, and does not terminate the Agreement. Deletion of Customer Data is addressed in the Privacy Policy and the DPA.
Third-party platforms are not controlled by afka. afka is not responsible for the availability of any third-party platform, for changes to its APIs, rate limits, scopes or data models, for changes to its terms of service or policies, for its suspension or termination of Customer’s account, or for any act or omission of a third-party platform provider that limits or impairs the Service. Customer’s relationship with each third-party platform is governed by Customer’s own agreement with that provider, and nothing in the Agreement varies that agreement. Where a third-party platform requires afka to pass through specific terms, those terms apply to Customer’s use of that connection.
Where Customer enables meeting functionality, the Service joins a scheduled call as a named participant using a meeting vendor engaged by afka and identified in the sub-processor list. The participant is visible to everyone on the call and announces itself on joining. The Service does not join a call covertly.
afka transcribes. afka does not record video. The Service produces a transcript and derived outcomes such as summaries, actions and follow-up work. There is no video recording and no recording library in the Service. Speech data associated with meetings is subject to a rolling thirty (30) day deletion window, as further described in the Privacy Policy.
Recording and transcription of conversations are regulated differently across jurisdictions, and some require the consent of every participant. Customer is solely responsible for obtaining and maintaining all consents, notices and authorizations required by applicable law for the Service to join, listen to and transcribe a call, including from participants who are not Authorized Users and who have no relationship with Customer. Customer shall not enable meeting functionality for any call where the required consent has not been obtained. The self-announcing participant is a feature of the Service and is not a substitute for a consent process that applicable law requires Customer to run.
Before a call begins, Customer may cancel the join so that the Service does not attend. During a call, Customer may remove the participant, which ends transcription for that call. After a call, Customer may delete an individual call together with its transcript; the Service will refuse that deletion until the participant has been removed from the call.
Supported meeting platforms and the extent of support vary by platform and change over time; the Documentation is the current statement of coverage. afka does not warrant that the Service will successfully join, remain in, or transcribe any particular call.
Customer shall not, and shall not permit any Authorized User or any Agent under its configuration to:
afka may, but is not obliged to, investigate suspected breaches of this Section, and may remove or disable Content, restrict a feature, suspend an Agent, suspend an Authorized User, or suspend or terminate the Service in accordance with Sections 20 and 21. afka may report suspected unlawful conduct to law enforcement or to an affected third-party platform. Action taken by afka under this Section gives rise to no claim by Customer, and does not relieve Customer of any payment obligation.
The Service is not designed, certified or intended to process Regulated Data. Customer shall not submit to the Service, and shall not permit an Agent to retrieve into the Service from a Connected Account:
(collectively, “Regulated Data”).
Customer assumes full liability for any regulatory exposure arising from a breach of this Section, including fines, penalties, claims, notification obligations and remediation costs. Customer’s obligations under this Section are not limited by Section 23. If Customer requires the Service to process a category of Regulated Data, the Parties must execute a separate written addendum (such as a business associate agreement) before any such data is submitted, and afka is under no obligation to enter into such an addendum. afka may suspend or terminate the Service immediately, without a cure period, on discovering Regulated Data in the Service, and may delete that data.
The Service is sold on a subscription basis. The plans available, their fees, their billing frequency and the Credit allotment included with each are set out on the afka pricing page or in an Order Form. Fees are stated in United States dollars, are payable in advance for each billing period, and, except as the Agreement expressly provides, are non-refundable and non-cancellable.
Credits are the internal unit by which the Service meters consumption of Agent work. Credits are not legal tender, electronic money, stored value, a deposit, a security, a cryptocurrency or any other financial instrument, and they have no monetary value outside the Service. Credits confer no ownership or other proprietary right, bear no interest, and are not redeemable for cash. Credits are non-transferable: Customer shall not sell, transfer, exchange, gift, pledge or otherwise convey Credits to any third party, and shall not establish or participate in any secondary market for Credits. Any attempt to do so is a material breach of the Agreement and may result in immediate forfeiture of the affected Credits and suspension of the Service.
Credits are consumed in the following order: first, the Credit allotment included with Customer’s plan for the current billing period; then, any prepaid Credit packs Customer has purchased. Plan allotments are for the billing period in which they are granted and, except where an Order Form provides otherwise, do not carry forward. Prepaid Credit packs do not expire and carry forward while the Workspace remains active.
afka maintains an append-only Credit ledger for each Workspace. The ledger is the source of truth for Customer’s Credit balance and consumption, and prevails over any other display, report, invoice line or payment-processor record in the event of a discrepancy. Customer may inspect its balance and consumption in the Service.
By default, Credit-consuming functionality is blocked when Customer reaches one hundred percent (100%) of its available Credits, and afka sends alerts as consumption passes fifty percent (50%), eighty percent (80%) and one hundred percent (100%). Metered overage is off by default and is available only where Customer expressly opts in; where Customer opts in, consumption beyond the available balance is billed in arrears at the rates published on the pricing page or set out in the Order Form. Customer is responsible for its own spend controls, including the autonomy levels and spend caps it configures under Section 5. Blocking on Credit exhaustion affects Credit-consuming functionality only; account administration, billing and access to historical data remain available.
Customer shall pay by the methods afka makes available. Where Customer pays by card or other stored payment method, Customer authorizes afka and its payment processor to charge that method for all fees as they fall due, including renewal fees, opted-in overage and prepaid pack purchases, and shall keep the payment method valid and current. Undisputed amounts not paid when due may accrue interest at the lesser of one and one half percent (1.5%) per month and the maximum rate permitted by law, and Customer shall reimburse afka’s reasonable costs of collection.
Customer shall notify afka in writing of any good-faith dispute over an invoice within thirty (30) days of the invoice date, specifying the disputed amount and the basis of the dispute. Customer shall pay all undisputed amounts when due. The Parties shall work in good faith to resolve a disputed amount within thirty (30) days of notice. Amounts not disputed within that period are deemed accepted.
Fees are exclusive of all taxes, levies and duties, including sales, use, value added, goods and services and withholding taxes. Customer is responsible for all such amounts, other than taxes on afka’s net income. If Customer is required by law to withhold any amount, Customer shall gross up the payment so that afka receives the amount it would have received absent the withholding, and shall provide afka with official receipts evidencing the withholding.
afka may change plan fees, Credit allotments and Credit rates with effect from the start of a renewal term by giving Customer at least thirty (30) days notice before the end of the then-current Subscription Term. If Customer does not accept the change, Customer may elect not to renew in accordance with Section 21.3, and the change will not apply to the then-current Subscription Term.
Except where these Terms expressly provide for a pro-rata refund, fees are non-refundable, and no refund is available for unused Credits, for a partially used billing period, for a plan downgrade taking effect mid-term, or for periods in which Customer chose not to use the Service. Consumed Credits and prepaid Credit pack purchases are excluded from any pro-rata refund calculation under the Agreement. Nothing in this Section limits any refund right that applicable mandatory law confers and that cannot be excluded.
afka may make the Service, or a plan or feature of it, available on a free, trial, evaluation, pilot or proof-of-concept basis (a “Trial”). A Trial is provided for the period afka states and, unless an Order Form says otherwise, does not automatically convert into a paid subscription and does not renew. A Trial may be subject to reduced Credit allotments, feature limits and usage limits. Notwithstanding anything else in the Agreement, a Trial is provided AS IS, without warranty or support, is excluded from any availability commitment, and afka may modify, suspend or withdraw a Trial at any time, in its sole discretion, without liability. Customer Data submitted during a Trial may be deleted at the end of the Trial unless Customer subscribes to a paid plan. afka’s total liability arising out of or relating to a Trial shall not exceed one hundred United States dollars (USD 100).
Subject to the Agreement and to payment of the applicable fees, afka grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access and use the Service and the Documentation solely for Customer’s internal business purposes and in accordance with the Documentation. Customer may permit its Affiliates to use the Service under Customer’s Workspace, provided that Customer remains responsible for each such Affiliate’s compliance with the Agreement as if it were Customer.
Use of the Service is subject to the plan limits, seat counts, Workspace limits, Credit allotments and rate limits applicable to Customer. Customer may permit a service provider acting on Customer’s behalf and for Customer’s benefit to use the Service, provided the service provider is bound by written obligations no less protective than the Agreement and Customer remains liable for its acts and omissions.
Except as applicable mandatory law expressly permits notwithstanding this restriction, Customer shall not, and shall not permit any third party to:
If afka reasonably believes that the Service, or any component of it, infringes or is alleged to infringe a third-party right, afka may, at its option and expense, modify or replace the affected component with functionally equivalent functionality, procure the right for Customer to continue using it, or, if neither is commercially reasonable, withdraw the affected component and provide a pro-rata refund of prepaid fees for the unused portion of the Subscription Term attributable to it.
afka may update the Service, and may add, modify, deprecate or remove features, integrations, channels, models and capabilities. afka will not make a change that materially and adversely reduces the core functionality of the Service during a paid Subscription Term without notice under Section 29. An Order Form may designate specific features or integrations as critical for that Customer; where it does, and afka permanently discontinues such a feature without providing substantially equivalent functionality within a reasonable cure period, Customer may terminate the affected portion of the Service and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term attributable to it.
afka may make features available on a beta, preview, early access, experimental or labs basis (“Beta Features”). Customer acknowledges and agrees that:
Customer’s use of Beta Features is voluntary and entirely at Customer’s own risk. Customer should not use a Beta Feature for production workloads, for work that carries risk of loss, or in any Always-Gated category, without independent verification of every action.
As between the Parties, afka owns and retains all right, title and interest in and to the Service, the Documentation, and all underlying software, technology, models, model adaptations, prompts, agent designs, evaluation methods, processes, methods, know-how, templates and materials, including all derivatives, improvements, customisations and enhancements of any of them, and all intellectual property rights in them. No rights are granted to Customer other than the limited rights expressly stated in Section 12. All rights not expressly granted are reserved.
As between the Parties, Customer retains all right, title and interest in and to Customer Data and to Customer’s pre-existing materials. Because Customer Data is defined to include Outputs, Outputs are Customer Data and belong to Customer as between the Parties, to the extent they are capable of ownership. Customer acknowledges that Outputs are generated probabilistically, that afka may generate similar or identical Outputs for other customers, and that Customer obtains no right in any Output that would prevent afka from providing similar functionality to any other customer.
Customer consents to afka accessing, using, reproducing, processing, transmitting, storing and disclosing Customer Data solely as necessary to provide, maintain, support, secure and improve the Service, to perform afka’s obligations under the Agreement, to comply with law, and as further described in the Privacy Policy and the DPA. This consent extends to afka’s sub-processors, including its AI providers, acting on afka’s instructions and subject to the confidentiality and security safeguards set out in the Agreement and the DPA.
Customer may provide suggestions, ideas, enhancement requests, evaluations, bug reports and other feedback about the Service (“Feedback”). Customer grants afka a perpetual, irrevocable, worldwide, royalty-free, fully paid, non-exclusive, sublicensable licence to use, reproduce, modify and exploit Feedback for any purpose, without obligation or attribution. Feedback does not include Customer Data or Customer’s other Confidential Information, and nothing in this Section grants afka any right in either of them.
afka may collect, generate and use aggregated, de-identified or anonymised data derived from the operation of the Service and from Customer’s use of it (“Aggregated Data”) for any legitimate business purpose, including:
afka shall ensure that Aggregated Data is created and maintained in a form that does not identify Customer, any Authorized User or any other individual, and shall not attempt to re-identify it. Aggregated Data is not Customer Data, is owned by afka, and may be retained and used by afka after termination or expiry of the Agreement. Nothing in this Section permits afka to use Customer Data to train general-purpose AI models; Section 17.3 governs that subject.
“Confidential Information” means non-public information disclosed by one Party (the “Discloser”) to the other (the “Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer’s Confidential Information. The Service, the Documentation, non-public pricing, security documentation, unreleased features and afka’s technical and business information are afka’s Confidential Information. The terms of the Agreement are the Confidential Information of both Parties.
The Recipient shall use the Discloser’s Confidential Information only to perform or exercise its rights under the Agreement, shall protect it with at least the degree of care it uses for its own confidential information and in no event less than reasonable care, and shall disclose it only to its employees, Affiliates, contractors, advisers and sub-processors who need it for those purposes and who are bound by confidentiality obligations no less protective than this Section. The Recipient remains responsible for their compliance.
These obligations do not apply to information that: (i) is or becomes public through no breach by the Recipient; (ii) was rightfully known to the Recipient without a duty of confidentiality before disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
The Recipient may disclose Confidential Information to the extent required by law, regulation or valid legal process, provided that, unless legally prohibited, it gives the Discloser prompt notice and reasonable cooperation, at the Discloser’s expense, to seek protective treatment, and discloses only what is legally required.
These obligations apply during the Subscription Term and for five (5) years after it ends, except that obligations in respect of Customer Data, trade secrets and personal data continue for as long as the information retains its character.
afka’s processing of personal data is described in the Privacy Policy and governed by the Data Processing Agreement, which is incorporated into the Agreement. Where Customer Data includes personal data and Customer is the controller (or, under United States privacy laws, the business), Customer is responsible for the lawfulness of the processing it instructs, for providing required notices, for obtaining any required consent, and for responding to data subject requests, with afka’s assistance as the DPA provides. In the event of any conflict between these Terms and the DPA with respect to the processing of personal data, the DPA prevails.
afka engages sub-processors to provide the Service, including hosting, infrastructure, connector, meeting, voice, email, analytics, payment and AI model providers. The current list of sub-processors is published in the Privacy Policy and forms part of the DPA, and changes to it are notified through the mechanism the DPA describes. Third-party platforms that Customer chooses to connect are not afka sub-processors merely because Customer connected them; Customer’s relationship with those platforms is its own.
afka does not use Customer Data to train general-purpose AI models, and does not sell Customer Data or use it for advertising or cross-context behavioural profiling. afka’s commitments as to the behaviour of its AI providers reflect the contractual arrangements in effect between afka and each of those providers as at the date of these Terms. Customer acknowledges that AI providers may modify their terms unilaterally. If afka becomes aware that a change to an AI provider’s terms would materially reduce the level of protection applicable to Customer Data, afka will give Customer reasonable advance notice through the sub-processor change notification process described in the DPA. In that case Customer may, as Customer’s sole and exclusive remedy, terminate the affected portion of the Service without penalty and receive a pro-rata refund of prepaid fees for the unused portion of the then-current Subscription Term attributable to that portion, excluding Credits already consumed and prepaid Credit pack purchases, unless applicable law requires otherwise. For clarity, this Section does not restrict afka from operating narrow internal models used solely to run and improve the Service, which are not general-purpose models, do not generate content for third parties, and are not made available outside the Service.
afka maintains an information security programme with technical and organisational measures appropriate to the nature of the Service and the risks presented by it. A description of those measures is published on the Security page, and the binding measures are those set out in the DPA; where the two differ, the DPA governs. Those measures currently include tenant isolation enforced at the database layer for every tenant table; server-side re-resolution of the calling tenant in afka’s backend functions; storage of connector connection references and customer secrets in a managed secrets vault rather than in application configuration, with the underlying authorization grant for a connector-platform connection held by that platform; hashing at rest of API keys and other bearer tokens, each shown once at creation; execution of model-written code in isolated single-use microvirtual machines with one guest kernel per task, destroyed after the run and never reused across Workspaces, using short-lived scoped tokens and with deny-by-default network egress and resource and Credit limits; encryption of data in transit; and hardened browser transport and content security headers. Single sign-on using SAML 2.0 is available on the plans identified on the pricing page. afka does not today provide automated directory-driven deprovisioning.
afka is not certified to SOC 2, ISO/IEC 27001 or ISO/IEC 42001 and does not represent that it holds any such certification. Customer must not represent otherwise to any third party. afka processes Customer Data primarily in the United States; afka does not offer data residency in the European Union, and Customer must not rely on any statement to the contrary. Security incident notification is governed by the DPA.
Unless an executed Order Form expressly specifies an availability target, afka does not provide a guaranteed availability percentage, uptime commitment or minimum service availability level, and no service credits are offered. afka will use commercially reasonable efforts to make the production Service available and to restore it promptly following an interruption, and will use reasonable efforts to schedule planned maintenance outside peak hours and to give advance notice of it where practicable.
Any availability target agreed in an Order Form excludes unavailability caused by or arising from: (a) scheduled maintenance; (b) emergency maintenance and security patching; (c) Customer’s systems, networks, devices, configurations, identity provider or Content; (d) any third-party platform, Connected Account or connector platform; (e) any AI model provider; (f) cloud infrastructure, hosting, database, storage, telecommunications, payment or email providers; (g) suspension under Section 20 or Customer’s breach of the Agreement; (h) Beta Features, Trials and non-production environments; (i) exhaustion of Customer’s Credits or a spend block Customer has configured; and (j) any event described in Section 25.
afka may suspend the Service, a Workspace, an Agent, a channel, a Connected Account or an individual Authorized User where: (a) any amount is more than ten (10) days past due and remains unpaid five (5) business days after written notice; (b) Customer breaches Section 8, Section 9 or Section 12.3; (c) continued operation presents a material risk to the security, integrity or availability of the Service or to other customers; (d) a third-party platform, payment provider or AI provider requires it; or (e) suspension is required by law or by a government or regulatory authority.
afka may suspend immediately and without prior notice where the circumstances in Section 20.1(b) to (e) present an urgent risk, where Regulated Data is discovered in the Service, where afka reasonably suspects fraud, unauthorized access, credential compromise or sanctions exposure, or where Customer has been more than thirty (30) days past due on two (2) or more occasions in any twelve (12) month period.
afka will limit any suspension in scope and duration to what is reasonably necessary, and will lift it promptly once the cause is resolved. Suspension does not relieve Customer of any payment obligation and does not extend the Subscription Term. Where suspension follows Customer’s breach or non-payment, afka may charge a reasonable reactivation fee. During a suspension Customer will normally retain access to account administration, billing and the audit log unless doing so would defeat the purpose of the suspension.
The Agreement begins on the earlier of Customer’s first acceptance of these Terms and the effective date stated in an Order Form, and continues for the initial Subscription Term stated in the Order Form or, for a self-serve plan, for the billing period selected at checkout.
Unless an Order Form provides otherwise, the Subscription Term renews automatically for successive periods equal to the then-current period, at afka’s then-current pricing for the applicable plan, unless either Party gives notice of non-renewal before the end of the then-current Subscription Term. For monthly plans, notice must be given before the end of the current billing period; for annual plans, at least thirty (30) days before the end of the current Subscription Term.
Customer may cancel by using the cancellation function in the billing portal within the Service, by writing to support@afka.ai, or by following any procedure set out in its Order Form. Cancellation takes effect at the end of the then-current Subscription Term. Cancellation is a decision not to renew; it is not a right to terminate early, and it does not entitle Customer to a refund of fees paid for the then-current Subscription Term.
Section 10.9 governs changes to fees at renewal.
Either Party may terminate the Agreement immediately on written notice if the other Party: (a) materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice describing it in reasonable detail; (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to a bankruptcy, receivership, administration or similar proceeding that is not dismissed within sixty (60) days; or (c) ceases to carry on business. afka may additionally terminate immediately, without a cure period, for a breach of Section 9, or where a cure period would expose afka, other customers or third parties to material legal or security risk.
If afka permanently discontinues the Service as a whole, Customer may terminate the Agreement and receive a pro-rata refund of prepaid fees for the unused portion of the then-current Subscription Term, excluding Credits already consumed and prepaid Credit pack purchases. For the avoidance of doubt, modification, deprecation or removal of specific features, integrations, channels, surfaces, AI models or capabilities does not constitute a discontinuation of the Service and does not trigger this Section.
afka may terminate the Agreement for convenience on thirty (30) days written notice, in which case afka shall refund a pro-rata portion of prepaid fees for the unused portion of the then-current Subscription Term, excluding Credits already consumed and prepaid Credit pack purchases. Termination under this Section gives rise to no claim by Customer for damages, lost profits, lost business opportunity or other compensation.
On expiry or termination of the Agreement:
Each Party represents and warrants that it is duly organised and validly existing, that it has full power and authority to enter into and perform the Agreement, that the Agreement is executed by a duly authorized representative, and that its performance will comply with all laws applicable to it.
afka warrants that, during the Subscription Term, the production Service will perform materially in accordance with the Documentation, and that afka will provide the Service in a professional and workmanlike manner using personnel of suitable skill. If afka breaches this warranty, Customer’s sole and exclusive remedy, and afka’s entire liability for that breach, is for afka to use commercially reasonable efforts to correct the non-conformity and, if afka is unable to do so within a reasonable period after written notice, for Customer to terminate the affected portion of the Service and receive a pro-rata refund of prepaid fees for the unused portion of the then-current Subscription Term attributable to it, excluding Credits already consumed and prepaid Credit pack purchases. To be eligible, Customer must report the non-conformity in reasonable detail to support@afka.ai within thirty (30) days of becoming aware of it. This warranty does not apply to Beta Features, Trials, free plans, or to any non-conformity caused by Customer Data, Customer configuration, Connected Accounts, third-party platforms, or use of the Service other than in accordance with the Documentation and the Agreement.
EXCEPT AS EXPRESSLY STATED IN SECTION 22.1 AND SECTION 22.2, THE SERVICE, THE DOCUMENTATION, ALL OUTPUTS AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AFKA AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (TOGETHER, THE “AFKA PARTIES”) DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE AFKA PARTIES DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT ANY DEFECT WILL BE CORRECTED, THAT ANY ACTION WILL BE EXECUTED CORRECTLY OR AT ALL, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, LAWFUL OR SUITABLE FOR ANY PURPOSE.
Without limiting the foregoing, Customer acknowledges and agrees that Customer is solely responsible for:
Customer shall not rely on the Service as a substitute for human judgement, professional advice or independent verification. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions the exclusions in this Section apply to the maximum extent permitted by law.
The afka Parties specifically disclaim any representation, warranty or liability regarding (a) the commercial success, profitability or business outcome of Customer’s use of the Service; (b) the accuracy, completeness, reliability or business suitability of any Output; (c) any content, data, act or omission of a third-party platform, Connected Account, AI provider or other third party; and (d) the error-free, uninterrupted or disruption-free operation of the Service.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ANY AFKA PARTY, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR FOR ANY LOSS, CORRUPTION OR INACCURACY OF DATA INCLUDING ANY CUSTOMER DATA AND ANY OUTPUTS, OR FOR THE COST OF PROCURING SUBSTITUTE SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE AFKA PARTIES ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, IN ANY TWELVE (12) MONTH PERIOD, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO AFKA UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM. THIS LIMITATION APPLIES IN THE AGGREGATE TO ALL CLAIMS, REGARDLESS OF THE NUMBER OF EVENTS, INCIDENTS OR CLAIMS AND REGARDLESS OF THE FORM OF ACTION, AND CONSTITUTES AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. WHERE CUSTOMER HAS PAID NO FEES, THE AGGREGATE LIABILITY OF THE AFKA PARTIES SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD 100).
Each Party shall take reasonable steps to mitigate any loss or damage it suffers in connection with the Agreement, including by configuring, monitoring and reviewing the Service as Sections 5 and 6 contemplate, by using the audit log and the stop control, and by reporting problems promptly to support@afka.ai. A failure to mitigate may reduce the damages recoverable.
Nothing in the Agreement excludes or limits either Party’s liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by that Party’s negligence; (c) any liability that applicable mandatory law does not permit to be excluded or limited; or (d) gross negligence or wilful misconduct, in each case where and to the extent that applicable mandatory local law requires that such liability not be excluded or limited.
Section 23.2 and Section 23.3 do not limit: (a) Customer’s obligation to pay fees, taxes and other amounts due under the Agreement; (b) Customer’s indemnity obligations under Section 24.2; (c) either Party’s breach of Section 16 (Confidentiality), except that afka’s liability for a breach of Section 16 in respect of Customer Data remains subject to Section 23.3; (d) Customer’s breach of Section 8 (Acceptable use), Section 9 (Prohibited data categories) or Section 12.3 (Restrictions); or (e) any liability described in Section 23.5.
afka shall defend Customer against any third-party claim alleging that the Service, as provided by afka and used by Customer in accordance with the Agreement, infringes a valid intellectual property right of that third party enforceable in the jurisdiction of Customer’s principal place of business, and shall pay damages and costs finally awarded against Customer by a court of competent jurisdiction, or agreed by afka in settlement, in respect of such a claim. This obligation does not apply to a claim arising from or relating to: (a) Customer Data or Outputs, including any allegation that an Output reproduces third-party material; (b) modification of the Service by anyone other than afka, or combination of the Service with any product, data, service or process not supplied by afka; (c) use of the Service in breach of the Agreement or continued use after afka has notified Customer to stop or has made a non-infringing update available; (d) Beta Features, Trials or free plans; (e) open-source or third-party components supplied under their own licence terms, or any third-party platform or Connected Account; or (f) use of the Service in or directed at any jurisdiction other than the United States, unless expressly designated in an Order Form. afka’s aggregate liability under this Section 24.1 shall not exceed the fees paid by Customer to afka under the Agreement in the twelve (12) months preceding the event giving rise to the claim. Section 12.4 and this Section 24.1 state Customer’s sole and exclusive remedy, and afka’s sole and exclusive liability, for any third-party intellectual property claim relating to the Service.
Customer shall defend, indemnify and hold harmless the afka Parties from and against any third-party claim, and any resulting loss, damage, liability, fine, penalty, settlement, cost and reasonable legal fees, arising out of or relating to:
This Section applies to any claim for which either Party (the “Indemnifying Party”) owes an indemnity to the other (the “Indemnified Party”) under Section 24.1 or Section 24.2. The Indemnified Party shall: (i) give the Indemnifying Party prompt written notice of the claim, provided that a delay relieves the Indemnifying Party only to the extent it is materially prejudiced; (ii) give the Indemnifying Party sole control of the defence and settlement, except that the Indemnifying Party shall not settle a claim in a way that imposes a non-indemnified liability, an admission of fault or a non-monetary obligation on the Indemnified Party without its prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation at the Indemnifying Party’s expense. The Indemnified Party may participate in the defence at its own expense with counsel of its choosing.
Neither Party is liable for any failure or delay in performance (other than an obligation to pay money) caused by an event beyond its reasonable control, including act of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour dispute, act of government or regulator, sanctions, embargo, failure or unavailability of the public internet, telecommunications, electricity, cloud infrastructure, AI model providers, third-party platforms or other third-party services, denial of service or other malicious attack, or any change in law that makes performance unlawful. The affected Party shall notify the other promptly and use reasonable efforts to resume performance. If such an event continues for more than sixty (60) consecutive days, either Party may terminate the affected portion of the Service on written notice, and afka shall refund a pro-rata portion of prepaid fees for the unused portion of the then-current Subscription Term attributable to it, excluding Credits already consumed and prepaid Credit pack purchases.
Notices to afka must be in writing and sent to support@afka.ai, with a copy by post to Afka, Inc., 2810 N Church St STE 89857, Wilmington, DE 19802, United States. Notices to Customer may be given by email to the address associated with Customer’s account or its billing contact, by notification within the Service, or by post to the address on the Order Form. A notice is deemed given on the day of transmission if sent by email or in-product notification on a business day, and otherwise on the next business day; a posted notice is deemed given five (5) business days after posting. Customer is responsible for keeping its notice and billing contact details current, and a notice sent to a stale address that Customer failed to update is nonetheless effective.
Customer may not assign, novate, delegate or otherwise transfer the Agreement or any right or obligation under it, in whole or in part, by operation of law or otherwise, without afka’s prior written consent, not to be unreasonably withheld. afka may assign the Agreement to an Affiliate, or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets, on notice to Customer. Either Party may assign its right to receive payment. Any purported assignment in breach of this Section is void. The Agreement binds and benefits the Parties and their permitted successors and assigns.
The Agreement, and any dispute arising out of or relating to it or to the Service, whether in contract, tort or otherwise, is governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before commencing any arbitration or court proceeding, the complaining Party shall send a written notice of dispute to the other Party under Section 26, describing the dispute, the relevant facts and the relief sought. The Parties shall then attempt in good faith to resolve the dispute, including through at least one discussion between representatives with authority to settle, for a period of thirty (30) days from the date the notice is received. Neither Party may commence a formal proceeding until that period has expired, except that either Party may seek interim or injunctive relief at any time under Section 28.5. This Section does not suspend or extend any limitation period.
Subject to Section 28.2 and Section 28.5, any dispute arising out of or relating to the Agreement or the Service shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be seated in Wilmington, Delaware, before a single arbitrator, and conducted in English. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator may award any relief a court could award, but may not award relief inconsistent with the Agreement, and may not consolidate claims or preside over any form of representative or class proceeding. Judgment on the award may be entered in any court of competent jurisdiction. Each Party bears its own legal fees unless the arbitrator determines otherwise under applicable law. The Parties shall keep the existence, content and outcome of the arbitration confidential, except as necessary to enforce the award or as law requires.
THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. If this waiver is held unenforceable as to a particular dispute, then Section 28.3 is null and void with respect to that dispute only, and that dispute shall instead be resolved in court under Section 28.6, while Section 28.3 continues to apply to every other dispute.
Either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, or to prevent unauthorized use of the Service, without first complying with Section 28.2 or Section 28.3 and without posting bond. A dispute concerning the ownership, validity, infringement or misappropriation of intellectual property may, at the option of the Party bringing it, be litigated in court under Section 28.6 rather than arbitrated.
For any dispute not subject to arbitration, the Parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and waive any objection based on lack of personal jurisdiction, improper venue or inconvenient forum.
The English language version of the Agreement governs. Any translation is provided for convenience only, and in the event of a conflict the English version prevails. All notices, submissions and proceedings shall be in English.
afka may modify these Terms from time to time. For a material change, afka will give Customer at least thirty (30) days notice before the change takes effect, by email to the account or billing contact, by notification within the Service, or by posting the revised Terms with an updated last-updated date. Non-material changes, including corrections, clarifications and changes required by law, take effect on posting. Customer’s continued use of the Service after a change takes effect constitutes acceptance of it. If Customer does not accept a material change, Customer’s sole and exclusive remedy is to terminate the Agreement by written notice before the change takes effect, in which case afka shall refund a pro-rata portion of prepaid fees for the unused portion of the then-current Subscription Term, excluding Credits already consumed and prepaid Credit pack purchases. Where these Terms are incorporated by reference into a signed agreement between the Parties, modifications to these Terms apply automatically except where that signed agreement expressly states otherwise.
The Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior and contemporaneous proposals, statements, representations, understandings and agreements, whether written or oral. Each Party acknowledges that it has not relied on any statement or representation not expressly set out in the Agreement, save that nothing limits liability for fraud or fraudulent misrepresentation.
If any provision of the Agreement is held invalid, illegal or unenforceable, it shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent as closely as possible, and the remaining provisions continue in full force and effect.
No failure or delay in exercising a right under the Agreement operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving Party, and applies only to the instance for which it was given.
The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship. Neither Party has authority to bind the other. For clarity, afka does not act as Customer’s agent, representative or employee, and an Agent operating in the Service acts as a tool that Customer directs, not as a legal agent of afka.
The Agreement is for the benefit of the Parties and their permitted successors and assigns only, and creates no right or remedy in any other person. Authorized Users have no independent right to enforce any provision of the Agreement, and any claim relating to an Authorized User’s use of the Service must be brought by Customer. The afka Parties are intended beneficiaries of Sections 22, 23 and 24 for the purpose of relying on the protections in them.
afka may identify Customer as a customer, and use Customer’s name and logo, on the afka website, in sales materials and in customer lists, in each case in accordance with any trademark guidelines Customer provides. Case studies, quotations, joint press releases and other detailed references require Customer’s prior written consent. Customer may opt out at any time by writing to support@afka.ai, and afka will remove the name and logo from its public materials within thirty (30) days, save that afka may continue to identify Customer in confidential business communications, including investor and acquirer due diligence disclosures, and in internal customer-base reporting, and is not obliged to recall printed materials already distributed.
The following survive expiry or termination of the Agreement: Section 1.4 (business use only) and Section 1.6 (order of precedence); Section 2 (Definitions); Section 3.5 (responsibility for Authorized Users, as to acts before termination); Section 5 (AI functionality, autonomy and automated actions, with respect to liability allocations and responsibility for actions executed before termination); Section 6.1 and Section 6.6 (Connected Account warranties and third-party platform disclaimers, as to the period before termination); Section 7.3 (meeting consent, as to historical meetings); Section 8 (Acceptable use, with respect to historical breaches); Section 9 (Prohibited data categories, with respect to historical breaches and continuing liability); Section 10 (Plans, Credits and billing, with respect to amounts accrued, disputes and the non-financial character of Credits); Section 12.3 (Restrictions); Section 13 (Beta and preview features, as to disclaimers); Section 14 (Intellectual property); Section 15 (Aggregated and anonymised data); Section 16 (Confidentiality), for the period stated in Section 16.5; Section 17 (Data protection); Section 21.8 (Effect of termination); Section 22 (Warranties and disclaimers); Section 23 (Limitation of liability); Section 24 (Indemnification); Section 26 (Notices); Section 27 (Assignment); Section 28 (Governing law and dispute resolution); Section 30 (Miscellaneous); and Section 31 (Contact). Any other provision that by its nature should survive does so.
The Agreement shall not be construed against either Party as drafter. The singular includes the plural and the reverse. References to a statute include its successors and implementing regulations. Where a Party is given a discretion, it shall exercise it reasonably unless the Agreement states that it is a sole discretion. Currency references are to United States dollars.
The Service and the Documentation are commercial products, consisting of commercial computer software and commercial computer software documentation, as those terms are defined in 48 C.F.R. Section 2.101. If acquired by or on behalf of a United States Government end user, they are licensed with only those rights granted to all other end users under these Terms, in accordance with 48 C.F.R. Section 12.212 and 48 C.F.R. Sections 227.7202-1 through 227.7202-4. No other rights are granted, and no Government data rights clause applies.
Customer shall comply with all applicable United States and other export control and sanctions laws, and represents that it is not located in, ordinarily resident in, or organised under the laws of a comprehensively sanctioned jurisdiction, and is not a denied or restricted party.
Questions about these Terms, notices under Section 26, requests for an addendum under Section 9.2, marketing opt-outs under Section 30.6 and all other correspondence should be sent to support@afka.ai, or by post to Afka, Inc., 2810 N Church St STE 89857, Wilmington, DE 19802, United States. Matters concerning personal data, including a data subject request, a request for the current sub-processor list and correspondence for the representative in the Union identified in the DPA, should be sent instead to privacy@afka.ai. Related documents: the Privacy Policy, the Data Processing Agreement and the Security page.