Terms and Conditions
Kapture CX — Terms of Service & Fair Usage Policy
Adjetter Media Network Private Limited, a private company duly incorporated and registered under the Companies Act, 1956, having its principal place of business and registered office at B-9, 11th Floor, Brigade Summit, ITPL Main Rd, Brigade Metropolis, Garudachar Palya, Mahadevapura, Bengaluru, Karnataka 560048, India (hereinafter referred to as “Kapture CX” or “Kapture”, which expression shall, unless repugnant to the context thereof, be deemed to mean and include its Affiliates, successors in interest, managers and permitted assigns), has developed and owns the software-as-a-service platform known as Kapture CX and all Intellectual Property Rights associated with it (the “Software”).
Kapture CX is a full-featured, cloud-based customer experience and CRM platform delivered on a subscription basis. It provides an end-to-end solution covering sales automation, operations, and customer interactions across multiple channels including but not limited to calls, email, live chat, social media, and AI-driven agents along with reporting, dashboards, and REST APIs that allow integration with third-party tools; it includes such other services as specified under this Agreement.
You (the “Subscriber” or “Customer”, which expression shall be deemed to include your successors and permitted assigns) have chosen to avail of the services provided by Kapture CX (the “Services”), and your use of the Services is subject to these Terms of Service, as may be updated by Kapture CX from time to time (this “Agreement”). By accessing or using the Services, or by making payment towards the Services, you acknowledge that you have read and understood this Agreement and agree to be bound by it. If the terms of this Agreement are not acceptable to you, you may not avail of the Services provided by Kapture CX. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its Affiliates to this Agreement.
1Order of Precedence
These Terms of Service set out the general terms applicable to your use of the Services. The specific commercial terms (including fees, billing frequency, and payment schedule), the scope of Services, and the type or tier of Service subscribed to are set out in the applicable order form, statement of work, or subscription agreement executed between you and Kapture CX (the “Order Form”).
The Order Form, together with this Agreement, governs your subscription. The Order Form or any other signed Agreement executed between you and Kapture CX shall prevail over these Terms of Service to the extent of any conflict or inconsistency between the two. In relation to any matter not addressed in the Order Form or such executed Agreement, these Terms of Service shall govern and apply.
2Definitions
In this Agreement, unless the context otherwise requires, capitalized terms shall have the meanings set out below. Where a term is defined in full within a specific clause of this Agreement, that clause is referenced here for convenience; the definition in that clause shall govern.
- “Affiliate”
- Means, with respect to a party, any entity that Controls, is Controlled by, or is under common Control with that party, where “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that person, whether through ownership of voting securities, by agreement, or otherwise, including ownership, directly or indirectly, of more than fifty percent (50%) of the voting or equity interests of that person.
- “Agreement”
- Means these Terms of Service, together with the applicable Order Form or subscription agreement, as amended from time to time.
- “Business Day”
- Means any day other than a Sunday or a day that is a public bank holiday in India, or in any other territory where an obligation under this Agreement is to be performed.
- “Commitment Period”
- Means the minimum agreed duration of your subscription, if any, during which this Agreement may not be terminated for convenience, as specified in your Order Form or subscription agreement. See Clause 12 (Term) and Clause 14 (Termination).
- “Confidential Information”
- Has the meaning given in Clause 9 (Confidentiality).
- “Fair Usage Policy”
- Means Kapture CX’s fair usage policy referenced under Clause 5 (Fair Usage Limits), as updated by Kapture CX from time to time.
- “Go-Live”
- Means activation of the Software for your use, or the billing start date under your Order Form, whichever is earlier.
- “High-Water Mark”
- Has the meaning given in Clause 7 (High-Water Marks).
- “Intellectual Property Rights”
- Means all forms of intellectual property rights, including patents, copyrights, trademarks, trade secrets, know-how, industrial designs, database rights, and all applications, registrations, and renewals of the foregoing, anywhere in the world.
- “Minimum Guarantee”
- Means the minimum billing amount or usage commitment specified in your Order Form. See Clause 10 (Subscription Fees and Payment Terms).
- “Order Form”
- Has the meaning given in Clause 1 (Order of Precedence).
- “Project Data”
- Has the meaning given in Clause 8 (Data).
- “Services”
- Means the software-as-a-service offering provided by Kapture CX under this terms of services, as described in your Order Form or subscription agreement.
- “Software”
- Means the Kapture CX platform and all associated technology developed, owned, and operated by Kapture CX.
- “Subscriber”, “Customer”, or “you”
- Means the person or entity that has subscribed to the Services, as identified in the applicable Order Form or subscription agreement.
Capitalized terms used but not defined in this Clause 2 shall have the meaning assigned to them elsewhere in this Agreement, in the clause where first used.
3Subscription & License
Subject to your payment of the applicable fees and compliance with this Agreement, Kapture CX grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Software solely for your internal business purposes, for the number of Users/Licenses subscribed to under your order.
The Software is not sold to you, and you do not receive any title or ownership in the Software. The Software, including all code, modules, features, and associated Intellectual Property, is and remains owned by Kapture CX. You shall not receive any rights not expressly granted under this Agreement, and shall not modify, create derivative works from, distribute, publicly display, publicly perform, or sub-license the Software, use it to benefit unauthorised third parties, or reverse-engineer, decompile, or disassemble any part of it.
4Services Connected with this Agreement
The specific Services, features, service level, and type or tier of Service applicable to your subscription are as set out in your Order Form or Scope of Work, which shall govern the scope of what is delivered (see Clause 1, Order of Precedence).
Services may generally include CRM/platform setup, log-ins for web, tablet and mobile access, reports and dashboards, account and deal management, field-force management, and related implementation and training support delivered by Kapture CX’s team, subject in each case to what is specified in your Order Form. Access may be subject to specifications determined by Kapture CX regarding supported devices and configurations.
5Fair Usage Limits
The Services include API access and data storage as per the Fair Usage Policy (the “Included Limit”), set out at Annexure 1 to this terms of services. Any usage, access, or consumption of APIs, bandwidth, or storage capacity in excess of the Included Limit is not covered under your existing fees and shall be treated as a separate, chargeable service, billed at Kapture CX’s then-applicable rates, as per the Fair Usage Policy.
6Non-Transferability of License; User IDs
Your license is personal to you and is non-transferable and non-assignable, whether by operation of law, change of control, or otherwise, without Kapture CX’s prior written consent. Each User ID or login credential issued under a license is uniquely assigned to a single named individual and may not be shared, reassigned, or transferred to another individual.
Any replacement or reassignment of a User ID is treated as the creation of a new license, is counted as an additional User for the purposes of any Minimum Guarantee or High-Water Mark calculations, and shall attract license fees accordingly, regardless of whether the original User ID is deactivated.
7High-Water Marks
Where your subscription is billed on a per-User basis, license fees for each billing month are calculated on the maximum number of Users created at any time during that month (the “High-Water Mark”).
8Data
You retain all right, title, and interest in and to the data stored on the Kapture CX platform in connection with your use of the Services (“Project Data”). Kapture CX’s possession and use of Project Data is solely on your behalf.
Unless Kapture CX receives your prior written consent, Kapture CX shall not access, process, or otherwise use Project Data other than as necessary to perform its obligations under this Agreement, and access to Project Data by Kapture CX personnel is limited to those who need it to deliver the Services. No third party is given access to Project Data.
Where a government authority or agency legally requires disclosure of Project Data, Kapture CX shall, to the extent legally permitted, provide you with adequate prior notice. Kapture CX shall take all reasonable steps, in accordance with applicable law, to protect Project Data.
9Confidentiality
“Confidential Information” includes the terms of services shared under order form or subscription agreement and all confidential or proprietary business, financial, and technical information disclosed by either party, whether marked as confidential or reasonably understood to be so from its nature or the circumstances of disclosure. It excludes information that is already known to the recipient without obligation of confidentiality, is public knowledge through no fault of the recipient, is lawfully received from a third party, or is independently developed without reference to the disclosing party’s Confidential Information.
Each party shall keep the other’s Confidential Information confidential, use it only for the purposes of this Agreement, and not disclose it to any third party without prior written consent, except where required by law or a governmental authority (subject to prior notice to the disclosing party, where legally permitted). This obligation survives for one (1) year following termination or expiry of this Agreement. On request, the recipient shall return or destroy Confidential Information in its possession and confirm such destruction in writing.
10Subscription Fees and Payment Terms
All commercial terms including fees, the applicable Minimum Guarantee, billing start date, and payment schedule are as specified in your Order Form or subscription agreement and shall govern (see Clause 1, Order of Precedence). Except as otherwise specified in your Order Form, the following general payment terms apply:
- Fees are exclusive of applicable taxes (including GST).
- Kapture CX does not provide refunds for any fees paid during, or on expiry of, the subscription term.
- Invoiced amounts are due and payable within thirty (30) days of the invoice date (“Due Date”); amounts not received by the Due Date are deemed delinquent and attract a late-payment charge of 1.5% per month on the outstanding amount, accruing until payment is received in full.
- Where your order specifies a Minimum Guarantee of Users, licenses, or usage, that Minimum Guarantee reflects the baseline billing amount and shall not be reduced, adjusted, or discounted regardless of actual usage.
- Where actual consumption exceeds the Minimum Guarantee, the excess is billed at the applicable listed price and, once incurred, becomes binding as part of the Minimum Guarantee for the remainder of the term.
- Any development or implementation effort requested beyond the agreed scope is chargeable additionally at Kapture CX’s then-applicable man-hour rate.
- You are responsible for arranging and bearing the cost of any on-site or in-person services you request, including travel and lodging for Kapture CX personnel.
11Annual Increment
Unless otherwise agreed in writing, per-unit pricing for the Services shall automatically escalate by a minimum of 5% upon completion of each one-year period following the go-live date of your subscription.
12Term
Your subscription commences on the Effective Date specified in your order and continues for the term specified therein (or, where no term is specified, for one (1) year from the date of payment of the subscription fee), unless terminated earlier in accordance with this Agreement.
Where your Order Form specifies a Commitment Period, that Commitment Period shall apply in addition to the above, and you may not terminate this Agreement for convenience before its expiry, as further described in Clause 14 (Termination). Where no Commitment Period is specified in your Order Form, this Clause 12 (Term) alone shall govern the duration of your subscription.
13Renewal
Upon expiry of the then-current term, this Agreement automatically renews for successive periods of the same duration, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. All terms of this Agreement continue in force during any renewal term, subject to pricing adjustments under Clause 11 (Annual Increment) and any amendments made in accordance with Clause 23 (Entire Agreement; Assignment; Modification).
14Termination
Either party may terminate this Agreement by serving written notice of thirty (30) Business Days if the other party breaches any of its obligations under this Agreement and fails to cure such breach within fifteen (15) Business Days of receiving written notice of the breach. You remain liable to pay all fees due up to the date of termination.
Where your Order Form specifies a Commitment Period, and you elect to terminate this Agreement for convenience before expiry of that Commitment Period, you remain liable for the Minimum Guarantee amount for the remainder of the unexpired Commitment Period. Where your Order Form does not specify a Commitment Period, this clause shall not restrict your right to terminate for convenience, subject to any notice period specified in your Order Form.
15Customer Support Help Desk
Please report any issue or incident through the following channels, and it will be logged and tracked accordingly:
16Governing Laws
This Agreement is governed by and construed in accordance with the laws of the Republic of India. Any proceedings seeking supervisory, injunctive relief, or relief of specific performance in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Bengaluru, Karnataka.
17Dispute Resolution and Arbitration
In the event of any dispute, either party may call upon the other for an amicable settlement. If the dispute is not amicably resolved within ten (10) Business Days, either party may refer it to arbitration. Any such dispute shall be finally decided by a sole arbitrator appointed by mutual agreement of the parties, in accordance with the Arbitration and Conciliation Act, 1996.
If the parties are unable to mutually appoint a sole arbitrator within seven (7) Business Days of a written arbitration notice, either party may approach the High Court of Karnataka for appointment of an arbitrator under Section 11 of the Arbitration and Conciliation Act, 1996. The fees payable for the arbitration shall be fixed prior to the arbitrator’s appointment. The seat and venue of arbitration shall be Bengaluru, Karnataka, and the language of arbitration shall be English.
18Limitation of Liability and Indemnity
Kapture CX will defend and indemnify you against any third-party claim alleging that your authorized use of the Software, as contemplated under this Agreement, infringes that third party’s Intellectual Property Rights (an “IP Claim”). Kapture CX shall have no liability or obligation for any IP Claim to the extent it arises from:
- Unauthorised use of the Software by you or your Affiliates;
- Modification of the Software by anyone other than Kapture CX; or
- Combination of the Software with data, hardware, or software not provided by Kapture CX.
The foregoing states Kapture CX’s entire liability, and your exclusive remedy, with respect to any IP Claim.
19Force Majeure Events
Neither party shall be liable for any default or delay in performance of its obligations to the extent caused by events beyond its reasonable control (“Force Majeure Events”), including acts of God, fire, explosions, accidents, unusually severe weather, embargoes, war, riots, labour disputes, strikes, governmental requirements, pandemics, and similar events.
The affected party shall promptly notify the other party of the nature and anticipated duration of the event and the steps being taken to mitigate its effect. If a Force Majeure Event continues for thirty (30) consecutive days after it is reported, the affected party may terminate this Agreement by giving seven (7) days’ written notice.
20Right of Logo Usage
By subscribing to the Services, you grant Kapture CX the right to use your name and logo for the sole purpose of marketing and promoting the products or services covered by this Agreement, including on Kapture CX’s website, in promotional materials, and across other marketing channels.
21Public Announcements / Press Release
Following commencement of the Services, the parties may collaborate on a joint press release announcing the relationship. Thereafter, each party retains the right to independently issue further press releases, media communications, and public statements regarding the relationship, subject to applicable confidentiality obligations.
22Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be deemed adjusted to the minimum extent necessary to make it valid and enforceable, reflecting as closely as possible the original intent of the parties. If it cannot be so adjusted, it shall be deemed deleted, and the remaining provisions shall continue in full force and effect, unless the deletion defeats the fundamental purpose of this Agreement.
23Entire Agreement; Assignment; Modification
This Agreement, together with the applicable Order Form, Scope of Work, and terms accompanying software supplements, updates, or services provided by Kapture CX, constitutes the entire agreement between the parties on this subject matter and supersedes all prior agreements, arrangements, and understandings.
As between this Agreement and the Order Form, the order of precedence set out in Clause 1 (Order of Precedence) shall apply. This Agreement binds the parties and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other. This Agreement may not be amended except by a further written agreement that expressly states it amends or supplements these terms.
24Acknowledgement
Payment of the applicable subscription fee to Kapture CX shall be deemed acceptance of this Agreement, irrespective of whether a separate signed agreement has been executed by the parties. By using the Services, you acknowledge that you have read these terms of services.
Fair Usage Policy
Schedule to the Terms of Service
This Fair Usage Policy (“FUP”) sets out the standard usage thresholds (“Standard Fair Usage Limits”) applicable to the Kapture CX platform. It is incorporated by reference into, and forms part of, Clause 5 (Fair Usage Limits) of these Terms of Service. Capitalized terms used but not defined in this Annexure 1 shall have the meaning given to them in the Terms of Service. The order of precedence set out in Clause 1 (Order of Precedence) of the Terms of Service shall apply as between this Annexure 1, the Terms of Service, and the applicable Order Form.
1Purpose & Scope
This FUP sets out the Standard Fair Usage Limits applicable to the Kapture CX platform, covering AI Services, Voicebot Services, CRM APIs, Custom Extensions, data export, data storage, analytics, workflow automations, and messaging, as detailed in Sections 2 to 10 below. These thresholds are designed to reflect normal, good-faith usage of the platform by a typical customer of a given size and license count; they are not designed to restrict ordinary business use.
2AI Services
Chatbot, EmailBot, GenAI Co-Pilot, Agent Assist, and other AI-powered workflows (“AI Services”) are consumption-priced and are therefore not subject to Fair Usage limits.
Charges for AI Services are based on the applicable commercial model, which may include one or more of: API requests, sessions, AI token consumption, conversations, or AI workflow executions.
Optical Character Recognition (“OCR”) services provided under AI Services shall be charged on a per-usage basis (per page processed), in accordance with the pricing and rates agreed to in the applicable Order Form.
3Voicebot Services
Normal conversational voicebot traffic is covered under your subscribed plan.
Planned high-volume outbound or burst campaigns (“Burst Campaigns”) require advance capacity reservation. You shall notify Kapture CX at least ten (10) Business Days in advance of any Burst Campaign, specifying expected call volume and concurrency.
Kapture CX reserves the right to provision dedicated telephony capacity for a Burst Campaign, which may be commercially chargeable on a rate-card basis.
4CRM API Fair Usage
The following Standard Fair Usage Limits apply to APIs accessed outside the standard Kapture CRM web application (i.e., programmatic/API-based ticket operations), calculated per active licensed user per day:
| API / Resource Type | Standard Fair Usage Limit |
|---|---|
| Ticket Creation APIs | 100 requests / license / day |
| Ticket Update APIs | 1,000 requests / license / day |
| Ticket Retrieval (GET) APIs | 100 requests / license / day |
| Ticket Search API | 50 requests / license / day |
Usage sustained above these limits may require, at Kapture CX’s discretion: (a) an upgraded API plan; (b) dedicated infrastructure; or (c) additional commercial licensing — in each case as further described in Section 11 (Excessive Usage).
Custom APIs: For any custom or bespoke APIs developed, built, or provisioned specifically for the Customer (including custom integrations, endpoints, or data connectors), the usage limits, rate limits, and throughput thresholds shall be as specified in the applicable Order Form or Statement of Work. In the event the Order Form or Statement of Work does not explicitly specify a limit for a custom API, such API shall be subject to a default limit of 100 requests per license per day. Usage in excess of the limits specified in the Order Form (or the default limit, as applicable) shall be subject to additional commercial terms, dedicated infrastructure requirements, or rate-limiting in accordance with Section 11 (Excessive Usage).
5Custom Applications, Automations & System Extensions
Business logic or integrations that fall outside standard Kapture CRM and AI Services functionality — including third-party system connectivity, custom data pipelines, and high-frequency event ingestion (“Custom Extensions”) — shall be developed using Kapture CX’s supported extensibility frameworks, including:
- Agent Operating Procedures (AOP);
- Supabase-based extensions;
- Event-driven workflows; and
- External microservices.
Custom Extensions consume dedicated compute and infrastructure resources distinct from standard CRM operations and are not treated as standard CRM functionality. Custom Extensions are separately chargeable based on one or more of: data insertions/events processed, workflow or automation executions, reserved compute capacity, storage, scheduled jobs, professional services (build), and ongoing maintenance and support (run).
6Data Export & Egress
Continuous or scheduled synchronisation of your data to external platforms (“Data Export”) — including data lake synchronisation, cloud storage or S3 exports, external CRM synchronisation, and ticket history replication — is subject to the following Standard Fair Usage Limits, per license per day:
| Metric | Standard Fair Usage Limit |
|---|---|
| Export API Calls | 1,000 calls / license / day |
| Outbound Data Transfer | 5 MB / license / day |
Usage beyond these limits may be charged based on API requests, data transfer volume, and/or dedicated export infrastructure, as agreed in your Order Form.
7Data Storage
Data storage is organised into two buckets, each with a base allowance per account and an incremental allowance per licensed agent seat. Usage beyond the applicable allowance is chargeable as set out in your Order Form.
| Bucket | What Counts | Base Allowance | Per-Seat Increment |
|---|---|---|---|
| Structured Data | Tickets, conversations, comments, metadata, custom objects (2 KB/record), contacts | 10 GB | 150 MB / agent / month |
| File Storage | Attachments, inline images, documents | 10 GB | 10 GB / agent / month |
The Structured Data bucket covers day-to-day CRM records generated through normal operation of the platform — tickets, conversation threads, comments, contact records, and custom objects metered at a standard 2 KB per record for estimation purposes.
The File Storage bucket covers binary and document content attached to tickets or records: attachments, inline images, and uploaded documents.
Large-scale storage requirements outside these buckets — including extended call recordings, AI transcripts, data lakes, and historical archives retained beyond standard operational periods — may incur additional charges based on total storage consumed, monthly retained data, backup requirements, and archived data, as set out in your Order Form.
8Dashboards, Reports & Analytics
Analytical workloads consume significant database and compute resources. To ensure consistent platform performance across customers, Kapture CX reserves the right to define and apply limits on: maximum rows processed per report; number of dashboards; concurrent report executions; scheduled report frequency; export size; and query execution time.
Extremely large or repeated analytical workloads (for example, multi-million-record exports executed repeatedly or in parallel) may require dedicated reporting infrastructure, data warehouse deployment, additional compute allocation, or a commercial upgrade. Where sustained large-volume reporting materially affects platform performance, Kapture CX may apply queuing, throttling, or scheduling controls after prior notice, in addition to any commercial treatment under Section 11 (Excessive Usage).
9Non-AI Workflow Automations
Platform automation features that do not involve AI processing (“Non-AI Workflow Automations”) include, but are not limited to: Guided Paths, Escalation Rules, Business Rules, SLA Rules, Assignment Rules, Scheduled Jobs, and other event-driven or rule-based automations.
Customers with sustained or significantly higher automation workloads may require additional compute allocation, dedicated infrastructure, or an upgraded commercial plan.
10Email, SMS & Messaging
Standard transactional email usage is subject to a Standard Fair Usage Limit of 200 emails sent per license per day. Customers requiring large-scale transactional or marketing email sending materially in excess of this limit shall be moved to dedicated bulk-email infrastructure and a commercial plan, billed separately from the base CRM license.
SMS, WhatsApp, and other messaging channels are not included under standard platform licensing and are billed separately based on gateway provider pricing, message volume, template approval costs, and country-specific delivery charges.
11Excessive Usage
Where your usage of any service consistently exceeds the Standard Fair Usage Limits set out in this FUP, Kapture CX may, after prior notice to you:
- Recommend an upgraded commercial plan;
- Allocate dedicated infrastructure or reserved compute capacity;
- Apply additional usage-based charges, calculated and invoiced on the basis set out in your Order Form; and/or
- Implement reasonable rate limiting or throttling to protect platform stability, where such measures are necessary to preserve service levels for other customers.
Kapture CX will provide reasonable prior notice before applying any commercial charges or rate-limiting measures for sustained excess usage under this Section 11 (Excessive Usage), save where immediate action is necessary to prevent material harm to platform stability or security, in which case Kapture CX will notify you promptly thereafter.
12Enterprise & Dedicated Infrastructure
Customers with enterprise-scale workloads — including high API throughput, large-scale automation, bulk reporting, extensive storage, or high-volume AI and voice traffic — may opt for dedicated infrastructure or custom commercial arrangements. Any such customer-specific limits, reserved capacities, service levels, or pricing shall be documented in the applicable Order Form or Statement of Work and shall supersede this FUP to the extent of any express conflict.
13Definitions & Interpretation
Capitalized terms used but not defined in this FUP shall have the meaning given to them in the Terms of Service. Order of precedence in the event of any inconsistency is as follows: (1) the Order Form or Statement of Work, as to any specific matter expressly agreed therein; (2) the Terms of Service; and (3) this FUP consistent with Clause 1 (Order of Precedence) of the Terms of Service.
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