Terms of Use

1. Definitions

• “Customer” means the business entity or individual that subscribes to NuaAI Services.
• “End User” means any person who interacts with the Customer’s AI agent through LINE, web chat, Facebook, or other supported channels.
• “Customer Data” means all data submitted by the Customer to the Services, including business information, product catalogs, knowledge base content, and conversation history.
• “AI Input” means any data submitted to the AI system, including End User messages and Customer Data used for generating responses.
• “AI Output” means any text, recommendations, or responses generated by the NuaAI system. Both AI Input and AI Output are classified as Customer Data under these Terms.
• “Subscription Plan” means the pricing tier selected by the Customer (Starter, Business, or Enterprise).
• “Third-Party AI Provider” means external AI model providers (such as OpenAI) used by NuaAI to power AI capabilities.

2. Account Registration & Eligibility

2.1. You must be at least 20 years of age (the age of majority under Thai law) and have the legal authority to enter into these Terms on behalf of your business.

2.2. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

2.3. You agree to provide accurate, current, and complete information during registration and to update such information as needed.

2.4. Agency accounts may manage multiple businesses. Each business operates as an independent entity under its own data and privacy obligations.

3. Services & License

3.1. Subject to these Terms and payment of applicable fees, NuaAI grants you a non-exclusive, non-transferable, revocable license to access and use the Services during your Subscription Term.

3.2. The Services include AI-powered customer service agents, knowledge base management, conversation analytics, multi-channel integration (LINE, web, Facebook, Instagram), and related tools.

3.3. NuaAI may update, modify, or discontinue features of the Services at any time. We will provide reasonable notice for material changes.

3.4. You may not access the Services for competitive purposes or if you are a competitor of NuaAI.

4. Subscription, Billing & Payment

4.1. Services are offered on a monthly subscription basis. Fees are charged in advance at the beginning of each billing cycle.

4.2. All fees are quoted in Thai Baht (THB) and are exclusive of applicable taxes (VAT 7%).

4.3. Usage exceeding your plan’s included conversations will be billed at the overage rate specified in your plan (currently THB 0.50 per additional conversation).

4.4. Fees are non-refundable except as required by applicable law or as expressly stated in these Terms.

4.5. We reserve the right to modify pricing with 30 days’ prior written notice. Price changes take effect at the start of the next billing cycle.

5. Free Trial

5.1. New customers may receive a free trial period as offered on the website. During the trial, full functionality of the selected plan is available.

5.2. At the end of the trial, your account will be converted to a paid subscription unless you cancel before the trial expires.

5.3. NuaAI reserves the right to limit, modify, or discontinue free trials at any time.

6. Customer Data & Ownership

6.1. You retain all ownership rights to your Customer Data. NuaAI does not claim ownership of any data you submit to the Services.

6.2. You grant NuaAI a limited, non-exclusive license to process your Customer Data solely for the purpose of providing and improving the Services.

6.3. NuaAI will not sell, rent, or lease your Customer Data to third parties.

6.4. Upon termination of your account, you may request export of your Customer Data within 30 days. After 30 days, we will delete your data in accordance with our data retention policy.

6.5. NuaAI may generate anonymized, aggregated data from usage patterns. Such anonymized data does not identify any individual or business and may be used for service improvement and research.

7. AI-Generated Content

7.1. The Services utilize artificial intelligence and machine learning technologies, including Third-Party AI Providers, to generate responses on behalf of your business.

7.2. AI Output may not always be accurate, complete, or appropriate. You acknowledge that AI-generated responses may contain errors, inaccuracies, or inappropriate content.

7.3. No Intellectual Property Warranty for AI Output. NuaAI does not guarantee that AI Output is free from third-party intellectual property claims. You are responsible for ensuring AI Output does not infringe third-party rights.

7.4. You are solely responsible for reviewing, approving, and monitoring AI Output generated for your business. NuaAI recommends regular review of conversation logs and knowledge base accuracy. AI Output is informational only and is not a substitute for professional advice (legal, medical, financial, or otherwise).

7.5. NuaAI is not liable for any decisions made, actions taken, or losses incurred based on AI Output.

7.6. You agree not to use AI Output for purposes that are illegal, harmful, deceptive, or that violate the rights of third parties.

7.7. Third-Party AI Provider Changes. NuaAI may change its Third-Party AI Providers at any time to improve service quality. We will provide notice if such changes materially affect the Services.

8. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law or regulation, including Thailand’s Personal Data Protection Act (PDPA), Computer Crime Act B.E. 2550, or consumer protection laws.
• Transmit or store content that is illegal, defamatory, obscene, or infringes on intellectual property rights.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Use the AI for high-risk decisions including medical diagnosis, legal advice, financial investment advice, creditworthiness assessment, biometric identification, or emotional recognition.
• Attempt to reverse-engineer, decompile, or extract the source code or underlying algorithms of the Services.
• Interfere with or disrupt the Services or servers or networks connected to the Services.
• Resell, redistribute, or sublicense the Services without prior written consent from NuaAI.
• Use the Services to send unsolicited messages (spam) or engage in any form of automated abuse.

9. Confidentiality

9.1. Each party agrees to protect the other’s Confidential Information from unauthorized use, access, or disclosure with the same degree of care it uses to protect its own confidential information, but with no less than reasonable care.

9.2. “Confidential Information” includes, but is not limited to, business plans, customer lists, technical data, product designs, API keys, pricing information, and any information marked as confidential.

9.3. Confidential Information does not include information that: (a) is publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) was independently developed; or (d) was lawfully received from a third party.

10. Intellectual Property

10.1. The Services, including all software, algorithms, models, documentation, trademarks, and trade secrets, are and remain the exclusive property of NuaAI.

10.2. These Terms do not grant you any rights to NuaAI’s intellectual property except the limited license to use the Services as described herein.

10.3. Any feedback, suggestions, or ideas you provide regarding the Services may be used by NuaAI without obligation or compensation to you.

11. Service Level & Availability

11.1. NuaAI uses commercially reasonable efforts to maintain 99.5% uptime for the Services, measured monthly.

11.2. Planned maintenance windows will be communicated at least 24 hours in advance when possible.

11.3. Enterprise customers may negotiate a separate Service Level Agreement (SLA) with specific uptime guarantees and remedies.

12. Limitation of Liability

12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUAAI’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NUAAI DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2. IN NO EVENT SHALL NUAAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.

12.3. These limitations apply even if NuaAI has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.

13. Indemnification

13.1. By Customer: You agree to indemnify, defend, and hold harmless NuaAI, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your Customer Data; (d) AI Output generated for your business; or (e) your violation of any third-party rights.

13.2. By NuaAI: NuaAI will indemnify you against third-party claims alleging that the Services (excluding Customer Data, AI Output, and third-party integrations) infringe such third party’s intellectual property rights.

14. Warranty Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT. NUAAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR PURPOSE.

15. Termination

15.1. You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing cycle.

15.2. NuaAI may suspend or terminate your access if you breach these Terms, fail to pay applicable fees, or engage in prohibited activities.

15.3. Upon termination: (a) your license to use the Services terminates immediately; (b) you may request data export within 30 days; (c) NuaAI will delete your Customer Data within 60 days after the 30-day export window.

15.4. Sections 6 (Data Ownership), 7 (AI-Generated Content), 9 (Confidentiality), 10 (IP), 12 (Limitation of Liability), 13 (Indemnification), 14 (Warranty Disclaimer), and 16 (Governing Law) shall survive termination.

16. Governing Law & Dispute Resolution

16.1. These Terms are governed by and construed in accordance with the laws of the Kingdom of Thailand.

16.2. Any dispute arising from or relating to these Terms shall first be attempted to be resolved through good-faith negotiation for a period of 30 days.

16.3. If negotiation fails, disputes shall be submitted to the exclusive jurisdiction of the courts of Thailand.

16.4. In case of any conflict between the Thai and English versions of these Terms, the Thai version shall prevail.

17. Regulatory Changes

17.1. NuaAI may modify, restrict, or discontinue certain AI features or capabilities to comply with changes in applicable laws, regulations, or AI governance frameworks in Thailand or other relevant jurisdictions.

17.2. Such changes shall not be considered a breach of these Terms, and NuaAI will provide reasonable notice when feasible.

18. Modifications to Terms

18.1. NuaAI may modify these Terms at any time by posting the revised version on our website. Material changes will be communicated via email or in-app notification at least 14 days before taking effect.

18.2. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the revised Terms.

19. General Provisions

19.1. Entire Agreement: These Terms, together with the Privacy Policy and any applicable Service Order, constitute the entire agreement between you and NuaAI.

19.2. Severability: If any provision of these Terms is held to be unenforceable, the remaining provisions shall continue in full force and effect.

19.3. No Waiver: NuaAI’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

19.4. Assignment: You may not assign these Terms without NuaAI’s prior written consent. NuaAI may assign these Terms in connection with a merger, acquisition, or sale of assets.

19.5. Force Majeure: NuaAI shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or internet disruptions.

19.6. Notices: All notices under these Terms shall be sent via email to the address associated with your account (for notices to you) or to legal@nuaai.org (for notices to NuaAI).

20. Contact Us

For questions about these Terms, please contact:

NuaAI Co., Ltd.
Email: legal@nuaai.org
Website: https://nuaai.org