These Terms & Conditions (“Terms”) govern your access to and use of the OpenDots platform (the “Service”) operated by Thought Labs Private Limited (“OpenDots”, “we”, “us”, “our”). By accessing or using the Service, or by consenting via click-wrap, you agree to be bound by these Terms. If you register or use the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
Our Privacy Policy governs how we collect, store, and process your personal data.
1. Definitions & Interpretation
1.1 Definitions
In these Terms:
- Customer / you / your: means the individual or entity using or subscribing to the Service.
- Service(s): means the review analytics, automated response generation, dashboard, webhooks, email triggers, rule engine, APIs, integrations, and related functionalities provided by OpenDots.
- Customer Data: means data, content, reviews, feedback, metadata, identifiers, app version, OS version, rating, timestamps, responses, and other information imported or collected via your use of the Service.
- Auto-response Content: means response text automatically generated by OpenDots on your behalf.
- Rule Trigger / Custom Rule: means logic or conditions you configure under which auto-responses or email triggers fire.
- WorkBench: means the UI workspace where auto-responses queued for your approval are held.
- Free Trial: means the 14-day trial period for auto-response features, as offered to new users.
- Early Access Customer: means a customer granted access under a promotional or pre-launch program with special terms (e.g. discounts, free usage).
- Order Form: means an agreement or document (electronic or signed), referencing these Terms, specifying fees, usage limits, subscription term, and other details of your subscription.
- Sub-processor / Third-party Provider: means a service provider engaged by OpenDots (e.g. cloud infrastructure, AI/LLM provider, hosting, analytics) to perform part of the Service.
- Effective Date: means the date you first accept these Terms or first use the Service.
1.2 Interpretation & Precedence
- These Terms, together with any Order Form, constitute the entire agreement between you and OpenDots regarding the Service.
- If a provision in an Order Form conflicts with these Terms, the provision in the Order Form prevails for that subject to the extent of the conflict.
- Headings are for convenience only.
- References to “including” or “includes” mean “without limitation.”
2. Eligibility, Account & Free / Early Access
2.1 Eligibility
You must have legal capacity and authority to enter into this contract. If you represent an organization, you represent you have authority to bind it.
2.2 Registration & Credentials
When registering, you must provide accurate, current, and complete information. You are responsible for maintaining secret and secure your account credentials (passwords, API keys). You must notify us promptly of any unauthorized use or security breach.
2.3 Free Trial & Early Access
- New customers may use the Free Trial of the auto-response feature for 14 days. During this period, certain restrictions may apply (for example, embedding external usage may not be allowed).
- Early Access Customers will be governed by their specific addenda or Order Form that defines discounts, free usage, setup, or other privileges.
- If you are an Early Access Customer, the terms in your Order Form / addendum will supersede conflicting standard terms.
3. Provision & Use of Services
3.1 License Grant
Subject to your compliance with these Terms and payment of applicable fees (if any), OpenDots grants you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription term, via Dashboard, webhooks, APIs, and email triggers.
3.2 Customer Data & Processing
- You retain all ownership and rights in your Customer Data.
- You grant OpenDots (and its Sub-processors) the rights to ingest, store, process, transform, analyze, generate Auto-response Content, post responses (if configured), send email triggers, and otherwise operate the Service.
- We will not use your raw Customer Data to train models or for purposes outside provision of your Service, unless you explicitly consent in writing.
3.3 Storage, Export & Deletion
- We store Customer Data (including usernames, metadata) as received from integrated reviews sources.
- You may export your Customer Data (reviews, responses, metadata) in Excel or similar formats.
- After termination, we may delete or anonymize your Customer Data and Auto-response logs after a retention period (e.g. 90 days), unless otherwise required by law or contract.
3.4 Auto-response Execution & Opt-Out
- Auto-responses are fully automatic; OpenDots does not perform human moderation by default.
- You may configure rules or star-rating thresholds to opt out of auto-posting; in such cases, responses will be queued in the WorkBench for your manual review/approval before posting.
- If auto-post is enabled, the system may delay up to 15 minutes (after fetching) before posting responses.
- We fetch new reviews at minimum intervals of every 15 minutes (unless you select a higher frequency). Under rare technical constraints, processing delays may occur.
3.5 Embedding & Use of Auto-response Content
- Once you are a paid customer (post trial), you may embed or display Auto-response Content in your app, website, dashboards, or other interfaces.
- During the Free Trial, such embedding may be restricted by us.
- OpenDots reserves the right to use anonymized or illustrative Auto-response Content in our marketing materials, website, presentations, or case studies, without disclosing personally identifiable data.
3.6 Acceptable Use & Prohibited Conduct
You shall not use the Service to:
- Violate any law, regulation, or third-party rights (defamation, harassment, impersonation, etc.).
- Manipulate reviews (incentivize removal, suppress negative feedback, etc.).
- Use auto-response content to mislead, misrepresent, or impersonate.
- Overload or disrupt the Service (e.g. DDoS, brute force).
- Reverse engineer, decompile, or attempt to extract the underlying models or source code.
- Transmit malicious content (viruses, malware, phishing).
- Infringe intellectual property rights, privacy rights, or confidentiality obligations.
OpenDots may refuse or remove Auto-response Content, suspend features, or restrict your use if a violation is found.
4. Fees, Payment & Suspension for Non-payment
4.1 Fees & Invoicing
- You agree to pay subscription, usage, and overage fees as set in your Order Form or pricing plan.
- Fees are non-refundable except as expressly provided.
- We will issue invoices which shall be due within 7 days of invoice date unless another period is agreed.
4.2 Suspension for Non-payment
- If you fail to make payment within 7 days of receipt of invoice, OpenDots may suspend processing of your reviews, pause auto-response, or disable parts or all of the Service until payment is made.
- Suspension does not relieve you of your payment obligations.
4.3 Late Fees & Collection Costs
Overdue amounts may accrue interest (e.g. 1.5% per month or legal maximum).
You will also be liable for reasonable collection, legal, and enforcement costs incurred by us.
4.4 Taxes
You are responsible for all taxes, excluding taxes on OpenDots’ net income. If local law requires withholding, you shall provide documentation or gross up amounts.
4.5 Price Changes
We may change fees, add features, or adjust pricing tiers with at least 30 days’ notice. You may opt to terminate your subscription if you do not accept changes, effective before the new pricing takes effect.
5. Term, Termination & Effect
5.1 Term
These Terms activate on the Effective Date and continue until terminated under Sections 5.2 or 5.3.
5.2 Termination by Customer
You may terminate by providing 30 days’ written notice. Upon termination, your access ends, and we will begin deletion or anonymization of data per our retention rules.
5.3 Termination by OpenDots
We may suspend or terminate immediately (or after notice) in the event of your material breach (non-payment, misuse, violation), insolvency, or legal prohibition.
5.4 Effect of Termination
- All rights granted to you are revoked.
- You must cease use of the Service and any OpenDots materials.
- Outstanding fees become immediately due.
- We may delete, archive, or anonymize your Customer Data and Auto-response logs after our retention period, unless required otherwise.
5.5 Suspension
We may temporarily suspend access (with prior notice if feasible) for maintenance, security concerns, or investigation. We will use commercially reasonable efforts to resume service rapidly.
6. Confidentiality & Data Protection
6.1 Confidentiality Obligations
Each party shall maintain confidentiality of the other’s non-public business, technical, financial, or customer information, using at least the same degree of care as its own confidential information.
6.2 Exceptions
Information is not confidential if publicly known (not via breach), already known by recipient, independently developed, or required to be disclosed by law (with prior notice to other party if feasible).
6.3 Security & Breach Notification
We will use reasonable technical and organizational safeguards (e.g. encryption in transit & at rest, access controls, audits). In case of a data breach involving Customer Data, we will notify you within [X days] and cooperate in mitigation, in compliance with applicable law.
6.4 Sub-processors
You agree that OpenDots may engage Sub-processors (cloud, AI providers, hosting) under equivalent confidentiality and data protection obligations. We will maintain and share a list of Sub-processors. You may reasonably object to new Sub-processors; if unresolved, you may terminate for that portion.
7. Intellectual Property & Feedback
7.1 OpenDots IP
All rights, title, and interest in the Service (software, models, source code, documentation, branding) remain with OpenDots or its licensors. These Terms do not transfer ownership, only grant limited rights to use.
7.2 Ownership of Auto-response Content
Unless otherwise agreed, OpenDots grants you ownership of Auto-response Content (excluding pre-existing OpenDots IP). You may use it freely in your systems, apps, websites, dashboards, etc.
7.3 Feedback License
If you provide feedback, ideas, or suggestions (“Feedback”) about the Service, you grant OpenDots a perpetual, irrevocable, royalty-free license to use, adapt, and incorporate Feedback into the Service.
8. Warranties, Disclaimers & Indemnity
8.1 Mutual Representations
Each party represents it has authority to enter into these Terms and will comply with applicable laws.
8.2 Disclaimer & “As Is”
The Service is provided “as is” and “as available.” OpenDots disclaims all warranties, whether express, implied or statutory (including merchantability, fitness for a particular purpose, non-infringement, uptime, accuracy of Auto-responses, error-free operation). We do not guarantee that Auto-responses will always be appropriate, accepted, or error-free.
8.3 Limitation of Liability
- To the fullest extent permitted by law, neither party (nor its officers, employees, agents) is liable for indirect, incidental, special, consequential, or punitive damages (e.g., lost profits, business interruption, data loss), even if advised of possibility.
- Liability Cap: OpenDots’ aggregate liability under or in connection with these Terms is limited to the total fees you paid to OpenDots in the most recent 3 months prior to the claim.
- The cap does not apply to claims arising from gross negligence, willful misconduct, breach of confidentiality, data protection obligations, or your indemnity obligations.
8.4 Indemnity by Customer
You will defend, indemnify, and hold OpenDots and its officers, employees, agents, harmless from any third-party claims, damages, liabilities, losses, costs (including legal fees) arising from:
- Your violation of these Terms or misuse of the Service;
- Violation of law or third-party rights (e.g. defamation, IP infringement) from Auto-responses you deploy;
- Your Customer Data being unlawful, inaccurate, or infringing rights.
We will notify you of claims and allow you to control defense (with reasonable input from us), and you will cooperate in defense.
9. Analytics, Cookies and Marketing
9.1 Analytics Tools
We may use analytics services such as Google Analytics and similar technologies to understand user journeys, platform usage, and website traffic patterns. Data collected is aggregated or pseudonymized wherever possible and used to improve user experience, product performance, and onboarding.
9.2 Marketing Tools
Before you become a paying customer, we may use cookies, website trackers, and marketing automation platforms (e.g. Google Ads, Meta Pixel, email campaigns) to understand visitor behavior and improve conversion from website visitor to registered or paying user.
These activities are performed in accordance with our Privacy Policy, applicable data protection laws, and standard consent mechanisms (e.g. cookie banners). You may manage cookie preferences or opt out of marketing communications as described in the Privacy Policy.
10. Dispute Resolution & Governing Law
10.1 Governing Law & Jurisdiction
These Terms shall be governed by the laws of India. All disputes shall be subject to exclusive jurisdiction of courts in Mumbai, India.
10.2 Dispute Resolution Path: Mediation → Arbitration → Courts
- In the event of a dispute, parties will first attempt good faith negotiation or mediation.
- If unresolved in 30 days, the dispute shall be resolved by arbitration in Mumbai under the Arbitration & Conciliation Act, 1996.
- If arbitration is unenforceable or fails, the parties may proceed to courts in Mumbai.
This escalated path (mediation first, then arbitration) is balanced and suitable for a SaaS startup, reducing initial legal cost and preserving an option for court resolution if needed.
11. Changes to Terms
We may update or modify these Terms. We will give at least 30 days’ notice (via email or in-app) before material changes take effect. Continued use after changes implies acceptance. If you do not accept, you may terminate before changes become effective.
12. Miscellaneous
- Severability: If a part is held invalid, the remainder stays in force.
- Waiver: Delay or failure to exercise a right does not waive it.
- Assignment: You may not assign these Terms without our prior written consent. OpenDots may assign in connection with a merger, acquisition, or to an affiliate.
- Notices: Notices will be sent to the email or address in your account or Order Form; deemed delivered on receipt or 3 days after posting.
- Force Majeure: Neither party is liable for delays or failure caused by events beyond their control (e.g. natural disasters, regulatory changes, power outages).
- Entire Agreement: These Terms plus applicable Order Form and referenced policies (e.g. Privacy Policy) are the complete agreement between the parties.
(Thought Labs Private Limited, Mumbai, India - CIN U72900MH2020PTC340525)